Attached files
| file | filename |
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| 8-K - 8-K - Fidelity National Information Services, Inc. | d77930d8k.htm |
| EX-99.4 - EX-99.4 - Fidelity National Information Services, Inc. | d77930dex994.htm |
| EX-99.1 - EX-99.1 - Fidelity National Information Services, Inc. | d77930dex991.htm |
| EX-99.5 - EX-99.5 - Fidelity National Information Services, Inc. | d77930dex995.htm |
| EX-99.3 - EX-99.3 - Fidelity National Information Services, Inc. | d77930dex993.htm |
 ©2015 FIS and/or its subsidiaries. All Rights Reserved.
Empowering The Financial
World August 12, 2015 Exhibit 99.2 |
 2 STRATEGIC BUSINESS OVERVIEW Gary Norcross President and Chief Executive Officer FINANCIAL OVERVIEW AND SHAREHOLDER VALUE Woody Woodall Chief Financial Officer Agenda |
 Forward-looking Statements
The statements contained in this presentation that are not purely historical are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, or “Securities Act” and Section 21E of the Securities Exchange Act of 1934, as amended, or “Exchange Act” including statements regarding our expectations, hopes, intentions, or strategies regarding the future. These statements relate to, among other things, business and market conditions, outlook and our future financial and operating results and debt. In many cases, you can identify forward-looking statements by terminology such as “may,” “will,” “should,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” or “continue,” or the negative of these terms, and other comparable terminology. Actual results could differ materially from those anticipated in these statements as a result of a number of factors, including, but not limited to: • the risk that the transaction described herein will not be completed or will not provide the expected benefits, or that we will not be
able to achieve the synergies anticipated;
• changes in general economic, business and political conditions, including the possibility of intensified international hostilities, acts
of terrorism, and changes in either or both the United States
and international lending, capital and financial markets, and changes in foreign exchange rates; • the effect of legislative initiatives or proposals, statutory changes, governmental or other applicable regulations and/or changes in
industry requirements, including privacy
regulations; •
the risks of reduction in revenue from the elimination of existing and
potential customers due to consolidation in or new laws or regulations affecting the banking, retail and financial services industries or due to financial failures or other setbacks suffered by firms in those
industries; •
changes in the growth rates of the markets for our solutions;
• failures to adapt our services and products to changes in technology or in the marketplace;
• internal or external security breaches of our systems, including those relating to the theft of personal information and computer viruses
affecting our software or platforms, and the reactions of
customers, card associations, government regulators and others to any such events; • the reaction of our current and potential customers to communications from us or our regulators regarding information security, risk management, internal audit or other matters; competitive pressures on pricing related to our solutions including the ability to attract new, or retain existing, customers; • an operational or natural disaster at one of our major operations centers; and
• other risks detailed in “Risk Factors” and other sections of the Company’s Annual Report on Form 10-K for the fiscal
year ended December 31, 2014 and in our other filings with the
Securities and Exchange Commission. Other
unknown or unpredictable factors also could have a material adverse effect on our business, financial condition, results of operations and prospects. Accordingly, readers should not place undue reliance on these forward-looking statements. These forward-looking statements are inherently subject to uncertainties, risks and changes in circumstances that are difficult to predict. We assume no obligation to update or alter our forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. 3 |
 Additional Information for SunGard Stockholders
In connection with the proposed transaction, FIS currently intends to file a Registration Statement on Form S-4 that will include a consent solicitation statement of SunGard. FIS also plans to file other relevant materials with the SEC. Stockholders of SunGard are urged to read the consent solicitation statement/prospectus contained in the Registration Statement and other relevant materials because these materials will contain important information about the proposed transaction. These materials will be made available to the stockholders of SunGard at no expense to them. The consent solicitation statement/prospectus, Registration Statement and other relevant materials, including any documents incorporated by reference therein, may be obtained free of charge at the SEC's website at www.sec.gov or for free from the Investor Relations section of FIS at www.fisglobal.com or by emailing info.investorrelations@fisglobal.com. Such documents are not currently available. You may also read and copy any reports, statements and other information filed by FIS with the SEC at the SEC public reference room at 100 F Street N.E., Room 1580, Washington, D.C. 20549. Please call the SEC at (800) 732-0330 or visit the SEC's website for further information on its public reference room. This document shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended. 4 |
 GARY
NORCROSS PRESIDENT AND CHIEF EXECUTIVE OFFICER
|
 Strategic Summary • FIS to acquire SunGard – Natural extension of FIS strategy – Immediately accretive to adjusted EPS • SunGard adds a complementary range of products and services – Capital Markets, Wealth and Asset Management, and Risk Management to financial institutions and businesses worldwide • Combining from a position of strength – Complementary solutions and services – Common business models; strong leadership teams and client-focused cultures – Grows client base while deepening existing client relationships • Well positioned in growing and geographically diverse markets • Enhances growth prospects • Increases product offerings • Deepens client relationships • Strong financial profile • Accretive to adjusted EPS 6 EMPOWERING THE FINANCIAL WORLD Creates Significant Client and Shareholder Value |
 Strategic Rationale
1 2 3 4 SunGard operates in attractive, complementary product and service areas • Extends FIS into capital markets & asset and wealth management sectors
– Positive macro dynamics and market remains fragmented • Enhances FIS strategy and builds on prior acquisitions (Clear2Pay, Capco)
• Expands position in diversified geographical markets SunGard’s strong, complementary growth story • Scale software vendor to institutional and wealth side of financial services industry
• 70+% recurring revenue with broad base of products • Approximately 14,000 clients in more than 100 countries served by 13,000 employees
Consistent with FIS’ strong track record of value creation through
strategic M&A •
Proven execution for integrating companies
• Demonstrated success for generating growth • Successful history of de-leveraging balance sheet and generating strong cash flow Valuation and synergies combine to drive significant value creation • $200M in annualized cost synergies by 2017 – Deal is accretive to adjusted EPS without synergies • Detailed integration plan will ensure achievement 7 |
 SunGard Overview Note: “Other” revenue is primarily Public Sector & Education 8 Combined with FIS’ strong consulting and complementary intellectual property,
the new organization drives accelerated growth
9% 52% 39% Other Capital Markets Asset & Wealth Management • 90% of the 50 largest global banks • 85% of the world’s top 20 private equity firms • 80% of the 50 largest asset managers • 80% of the 50 largest insurance companies Revenue Composition Scale software provider supporting the largest and most complex financial institutions
and money managers in the world |
 (5%) (3%) (4%) 0% 0% 4% 6% (6%) (4%) (2%) 0% 2% 4% 6% 8% 1H12 2H12 1H13 2H13 1H14 2H14 1H15 SunGard Transformation Producing Growth Accelerating Revenue Growth Y-o-Y revenue growth Note: 2H13 & 3Q14 growth rates exclude the $11.5M sale of a customer bankruptcy claim in 3Q13. 2014 and forward growth rates at constant currency. Key Elements of SunGard’s Transformation New Leadership Team Accomplished Industry Veterans Integrated Operating Model Leveraged IP and Domain Expertise Across Markets and Geographies Organic Growth Focus Targeted Shift to High Growth Markets
Focus on the Core Business
Divested and Exited Non-Strategic Assets
9 |
 FIS Solutions Growing Client Base and Deepening Relationships 10 SunGard Solutions Complementary Solutions Combined Highly Recognized Client Base • Global trading • Post-trade processing • Risk & compliance • Asset management • Wealth management • Securities finance & processing • Banking solutions • Retail Banking • Payments • Lending Solutions • Consulting and Systems Integration |
 Complementary Presence in Key Global Regions
• Increased scale in North America • Modest expansion in Europe and Asia Pacific FIS $5.0 SunGard $1.8 0.7 0.6 0.3 0.3 0.4 <0.1 N. America: Moderate Growth Europe: Moderate Growth Asia Pacific: High Growth Latin America: Moderate / High Growth (1) Based on FY2014 revenue as reported by SunGard, internal FIS numbers. 78% 22% 74% 26% Domestic International FIS 64% 36% SunGard $6.4 $2.8 $9.2 Pro Forma 11 Global Reach: Geographic Mix (1) Similar Geographic Revenue Base 0.1 Middle East & Africa: Moderate / High Growth <0.1 ($ in billions) |
 78% 22% High Recurring Revenues Driven by Industry Tailwinds 12 FIS 2014 Pro Forma Revenue = $9.2B Non-Recurring Revenue MOBILE LIFESTYLE DIGITIZATION TECHNOLOGY OBSOLESCENCE CONFLUENCE OF FORCES CONSUMER EXPECTATIONS REGULATORY CHANGE NEW ENTRANTS /EMERGING MARKETS FIS Pro Forma Key Industry Trends Recurring Revenue |
 WOODY
WOODALL CHIEF FINANCIAL OFFICER |
 SunGard Transaction Meets All Criteria Transaction is Consistent with Key Acquisition Principles Strategic Rationale Targeted Financial Measure 14 • Buy products to cross-sell / upsell • Expand market opportunities • Gain additional scale • Risk-adjusted returns greater than alternative uses of cash • Solid financial performance and outlook • Accretive to revenue growth and adjusted EPS |
 • Combined 2014 pro forma revenue of ~$9.2 billion and adjusted EBITDA of ~$2.8 billion, including $200 million run-rate cost synergies • Run-rate synergies generate $2.3 billion (1) of shareholder value • At full run-rate synergies ~20% accretive to adjusted EPS • Immediately accretive without cost synergies • Entry into attractive adjacent, complementary product and service areas • Natural extension of FIS strategy • Key business model similarities: mission-critical applications, deep relationships, high recurring revenues Transaction Summary Compelling Combination Value Creation 15 (1) Run-rate synergies of $200M at 11.5x EBITDA multiple. |
 Key Terms: • $9.1B enterprise value • Equity value funding 45% cash and 55% FIS stock • At closing FIS will have approximately 325 million shares (1) outstanding • Current FIS shareholders will own 87% of combined company Expected Close: • Q4 2015 (subject to regulatory approval) Cumulative Cost Synergies: • $100M – run-rate by end of 2016 • $200M – run-rate by end of 2017 Total Debt: • $11.5B – represents 3.7x pro forma leverage at closing (2) • Expect to reduce leverage to approximately 2.5x by the end of 2017 • Refinance SunGard’s existing debt at the FIS parent level Free Cash Flow Priorities: • Debt reduction (temporarily suspend share repurchases) • Fund growth • Pay dividend Capital Expenditures: • 4% - 6% of revenue Governance • Board of Directors – 11 (all existing FIS) Transaction Assumptions 16 (1) Represents basic shares (2) For leverage calculation, EBITDA is unburdened by stock compensation expense (in line with credit facility EBITDA definition) and inclusive of $200M run rate synergies |
 Company Acquisition Date Targeted Synergies ($M) Achieved / Exceeded Metavante Oct. 2009 $ 260 eFunds Sep. 2007 65 Certegy Feb. 2006 50 Intercept Dec. 2004 25 NYCE (MV Acq.) Jul. 2004 24 Aurum Mar. 2004 15 Significant Cost Synergies Accelerates EBITDA Growth SunGard Acquisition Historical Acquisitions Company Current Synergy Target ($M) Timing Corporate / Admin (Finance, HR, Legal, etc.) $ 65 6-24 Months IT & Facilities 55 6-24 Months Sales & Marketing 30 6-24 Months Org. Restructure 50 6-24 Months Total $ 200 17 Historically exceeded targets by an average of 30% Historically exceeded targets by an average of 30% Excellent Track Record of Achieving / Exceeding Cost Synergy Targets |
 Combination Creates Strong Financial Model
18 Revenue Recurring Revenue Operating Margin Adjusted EPS CAGR $9.2B 78% of total revenue Accelerated expansion Double-digit growth Note: Represents 2014 financials. |
 ACCELERATES growth with increased
offerings ENHANCES client base
with deeper relationships DRIVES
financial performance
ACCRETIVE to adjusted Earnings per Share Creates Significant Shareholder
Value 19 |