Attached files
| file | filename |
|---|---|
| 8-K - FORM 8-K - SS&C Technologies Holdings Inc | d316258d8k.htm |
| EX-99 - EX-99.1 - SS&C Technologies Holdings Inc | d316258dex99.htm |
| EX-2.1 - EX-2.1 - SS&C Technologies Holdings Inc | d316258dex21.htm |
| EX-10 - EX-10.1 - SS&C Technologies Holdings Inc | d316258dex10.htm |
| EX-99 - EX-99.2 - SS&C Technologies Holdings Inc | d316258dex991.htm |
 Investor presentation
Investor presentation
March 2012
March 2012
NASDAQ: SSNC
NASDAQ: SSNC
Exhibit 99.3 |
 Safe
Harbor Statement Safe Harbor Statement
2
This presentation includes forward-looking statements that are based on the current expectations
of the management of SS&C and are subject to uncertainty and changes in
circumstances. The forward-looking statements contained herein include statements about
the expected effects on SS&C of the proposed acquisition of GlobeOp, the expected timing and
conditions precedent relating to the proposed acquisition of GlobeOp, anticipated earnings
enhancements and other strategic options and all other statements in this presentation other
than statements of historical fact. Forward-looking statements include, without limitation, statements typically
containing words such as “intends”, “expects”, “anticipates”,
“targets”, “estimates” and words of similar import. By their nature,
forward-looking statements are not guarantees of future performance or results and involve risks
and uncertainties because they relate to events and depend on circumstances that will occur in
the future. There are a number of factors that could cause actual results and
developments to differ materially from those expressed or implied by such forward-looking
statements. These factors include, but are not limited to, unanticipated issues associated with the
satisfaction of the conditions precedent to the proposed acquisition; issues associated with obtaining
necessary regulatory approvals and the terms and conditions of such approvals; the inability to
integrate successfully GlobeOp within SS&C; exposure to potential litigation and changes in
anticipated costs related to the acquisition of GlobeOp. Additional factors that could cause actual results
and developments to differ materially include, among others, unanticipated changes in revenue,
margins, costs, and capital expenditures; issues associated with new product introductions;
foreign currency fluctuations; risks associated with growth; geographic factors and political
and economic risks; actions of SS&C competitors; changes in economic or industry conditions
generally or in the markets served by SS&C and GlobeOp; the state of financial and credit markets;
work stoppages, labor negotiations, and labor rates; and the ability to complete and
appropriately integrate restructurings, consolidations, acquisitions, divestitures, strategic
alliances, and joint ventures. Information on the potential factors that could affect SS&C
is also included in its filings with the Securities and Exchange Commission, including, but not
limited to, its Annual Report on Form 10-K for the fiscal year ended December 31, 2011. SS&C
undertakes no obligation to update or revise forward-looking statements, whether as a result of
new information, future events or otherwise. Forward-looking statements only speak as of
the date on which they are made. |
 Disclaimer
Disclaimer
Disclaimer
3
For the purposes of the following disclaimers, references to this “presentation” shall be
deemed to include references to the presenters’ speeches, the question and answer session
and any other related verbal or written communications.
This presentation is being made to you solely for your information and may not be reproduced, further
distributed to any other person or published, in whole or in part, for any purpose. This presentation
does not constitute an offer, invitation or inducement to acquire or sell any shares or other securities and no offer, invitation or
inducement to acquire or sell any shares or other securities is being made by or in connection with
this presentation. Although reasonable care has been taken to ensure that the facts stated in
this presentation are accurate and that the opinions expressed are fair and reasonable, the
contents of this presentation have not been verified by SS&C or any other person. Accordingly no
representation or warranty, express or implied, is made as to the fairness, accuracy,
completeness or correctness of the information and opinions contained in this presentation and no reliance
should be placed on such information or opinions. Neither SS&C nor any of its directors, officers,
employees or advisers nor any other person accepts any liability whatsoever for any loss
howsoever arising from any use of such information or opinions or otherwise arising in connection
with this presentation. Nothing in this presentation should be taken as profit forecasts or statements
regarding SS&C’s expectation for earnings per share during the remainder of 2012, for
2013 or for subsequent periods.
This presentation is not being made by, nor has it been approved by, an authorised person within the
meaning of the Financial Services and Markets Act 2000 (“FSMA”). This presentation is
being made and communicated in the UK on the basis that it is exempt from the general
restriction (in section 21 of the FSMA) on communications of invitations or inducements to engage in
investment activity as made only to persons (a) reasonably believed to be persons who have
professional experience in matters relating to investments falling within Article 19(5) of the FSMA
(Financial Promotion) Order 2005 (the “Order”), (b) reasonably believed to be high net worth
entities within Article 49(2) of the Order (all persons within (a) or (b) above being referred
to as “relevant persons”), (c) reasonably believed to be persons in the business of disseminating information
concerning controlled activities within Article 47(2) of the Order or (d) any other persons, who, for
the purposes of Article 69(2)(a) of the Order, have solicited this presentation. By attending
this presentation, all persons are soliciting the presentation. This presentation is not being made or
communicated to any other persons and such other persons should not rely or act upon this presentation
or any of its contents.
The distribution of this presentation in jurisdictions outside of the United Kingdom, Luxembourg or
the United States may be restricted by law, and persons into whose possession this presentation
comes should inform themselves about, and observe, any such restrictions. Any failure to comply
with any of those restrictions may constitute a violation of the securities laws of any such
jurisdictions. By participating in this presentation you agree to be bound by the above terms. |
 SS&C Acquisition Of GlobeOp
SS&C Acquisition Of GlobeOp
Summary of Terms
Offer price of 485p per share I All cash offer
Enterprise Value of £504 million
(a)
I Diluted Equity Value of £572 million
Represents 11.5% premium to TPG’s standing offer of 435p
Unanimous SS&C Board approval and recommendation of the
Independent Directors of GlobeOp
Acceptance threshold of 70%
The transaction is subject to certain regulatory conditions
Transaction to be financed by a combination of SS&C’s existing cash
resources and new facilities
Expected to close in mid-2012
4
a)
Calculated
as
diluted
equity
value
net
of
cash
of
$106.8
million
at
12/31/2011
(converted
to
£
using
£:$
exchange
rate
of
£1:$1.5726). |
 GlobeOp Overview
GlobeOp Overview
5
a)
Adjusted operating profit calculated as operating profit prior to depreciation and
amortization expense, employee costs related to share-based compensation, legal claims and tax reserves (net of
insurance), integration and redundancy costs and other costs.
Source:
GlobeOp filings
Leading independent provider of
business processing, technology
services and analytics to hedge fund
industry
Strong momentum as evidenced by
growing assets under administration
AuA has increased by ~60% since
2009
Leverages proprietary technology to
cater to complex strategies
Serves global blue chip client base
Recurring revenue model supports
strong cash flow generation
Historical AuA ($bn) and revenue ($m)
Historical adjusted operating profit
(a)
($m)
Key highlights |
 Strategic Rationale
Strategic Rationale
6
1
2
3
4
5
a)
Includes full-year 2011 PORTIA revenues for illustrative purposes.
b)
Accretion
based
on
an
Adjusted
net
income
basis
using
underlying
consensus
forecasts
for
SS&C
and
GlobeOp
with
adjustments
for
PORTIA
acquisition
and
pro
forma
adjustments
for
acquisition
of
GlobeOp.
Adjusted
net
income
and
earnings
per
share
are
defined
as
earnings
before
amortization
of
intangible
assets
and
deferred
financing
costs, stock-based compensation, capital-based taxes and other unusual and
nonrecurring items. Unique opportunity to combine two independent hedge fund
administrators into a full service, global market leading business
Complements SS&C's core portfolio accounting and management offerings; augments
existing large and diverse blue chip client base and presents significant
cross-sell and cost saving opportunities
Business diversification increasing the recurring, highly predictable revenue base
with combined
2011
total
revenue
of
~$635m
(a)
;
supporting
strong
deleveraging
and
robust cash flow dynamics
Consistent with SS&C’s strong track record of value creation through
M&A, as evidenced by its 30+ acquisitions to date
Financially attractive:
Expected run-rate, pre-tax cost synergies of at least $25 million to be
achieved within 3 years following transaction close
Transaction
meaningfully
accretive
(b)
in
first
year
following
transaction
close |
 Expected To Create A Top 3 Hedge Fund Administrator
With Strong Offerings In Key Areas…
Expected To Create A Top 3 Hedge Fund Administrator
With Strong Offerings In Key Areas…
7
Pro Forma Q4-11
$
% of total
1
Citco
$472
15.5%
2
State Street
409
13.4%
3
SS&C/GlobeOp
298
9.8%
4
BNY Mellon
293
9.6%
5
Goldman Sachs
196
6.5%
6
Northern Trust
182
6.0%
7
Citi
171
5.6%
8
Morgan Stanley
127
4.2%
9
HSBC
124
4.1%
10
SEI
86
2.8%
Top 10
$2,358
77.5%
Total
$3,042
100.0%
Note: Represents Hedge Fund Assets under administration.
Source:
HFN Q4 2011 Hedge Fund Administrator Survey
Hedge fund administrator ranking (AuA $bn)
Hedge fund administrator ranking (AuA $bn)
Acquisition expands product offering / capabilities
Acquisition expands product offering / capabilities
Post acquisition, will allow SS&C to have
substantial base across a number of fund
strategies, including fixed income, volatility
and active trading
GlobeOp middle-office offerings will
complement SS&C’s core portfolio of
accounting and management products and
services
Combined entity will provide a
comprehensive array of product offerings,
best in breed technologies, and
complementary services under a public,
independent, single platform
Combined
entity
(a)
with
strong
cloud
based
computing, mobility and sophisticated portal
capabilities, backed by combined ~500
strong development organization
a)
Includes PORTIA. |
 Intended to Diversify The Business Mix And
Increase Recurring Revenue
Intended to Diversify The Business Mix And
Increase Recurring Revenue
8
2011 recurring revenue share
2011 recurring revenue share
a)
Includes full-year 2011 PORTIA revenues for illustrative purposes.
Source: Company filings
SS&C
Combined
GlobeOp
$414 million
$221 million
$635 million
Acquisition broadens product offering:
Expands SS&C’s offerings in Fixed Income and Diversified strategies,
where GlobeOp is an active participant, and strengthens SS&C’s
middle office capabilities
Provides SS&C with a strong European platform
Business mix
Business mix
(a)
Non-
recurring
13%
Recurring
87%
Recurring
88%
Non-
recurring
12%
Recurring
92%
Non-
recurring
8% |
 Successful History Of Deleveraging
…The Acquisition Of GlobeOp is intended to Generate Robust Cash Flows Over The
Long Run And Management Remains Committed to Supporting Value to All
Stakeholders… Successful History Of Deleveraging
…The Acquisition Of GlobeOp is intended to Generate Robust Cash Flows Over The
Long Run And Management Remains Committed to Supporting Value to All
Stakeholders… 9
Historical Leverage
(a)
Historical Leverage
(a)
11/23/2005
–
SS&C is taken
private by the Carlyle Group in
a $1.05 billion buyout
Debt/EBITDA: 7.0x
Net debt/EBITDA: 6.8x
3/31/2010
–
SS&C undergoes
its IPO since being taken
private, raising $134.6mm
Debt/EBITDA: 3.2x
Net debt/EBITDA: 3.0x
2/9/2011
–
SS&C issues a
follow-on offering, raising
$52.0mm
Debt/EBITDA: 2.1x
Net debt/EBITDA: 1.5x
Current
Debt/EBITDA: 0.7x
Net debt/EBITDA: 0.4x
a)
Defined as net debt / adjusted EBITDA.
b)
Balance sheet data as of 11/30/2005.
c)
Balance sheet data as of 3/31/2010.
d)
Balance sheet data as of 12/31/2010.
e)
Balance sheet data as of 12/31/2011.
6.8x
3.0x
1.5x
0.4x
LBO
(b)
IPO
(c)
Follow-on
(d)
Current
(e) |
 Successful Acquisition History
SS&C has completed over 30 acquisitions to date
Successful Acquisition History
SS&C has completed over 30 acquisitions to date
10
Acquisition of Northport
Acquisition of Quantra
Acquisition of The Savid Group
Acquisition of Real-Time USA
Acquisition of DBC
Acquisition of OMR Systems
Acquisition of Investment Advisory
Network
Acquisition of NeoVision
Hypersystems
Acquisition of Eisnerfast
Acquisition of FMC
Acquisition of Financial Interactive
Acquisition of MarginMan
Acquisition of Open Information Systems
Acquisition of Achievement Technologies LLC
Acquisition of Evare
Acquisition of MAXIMIS business from Unisys
Acquisition of Tradeware
Acquisition of TheNextRound, Inc.
Acquisition of Chalke, Inc.
Acquisition of HedgeWare, Inc.
Acquisition of The Brookside
Corporation
Acquisition
of
Micro
Design
Services
2011
2010
2009
2008
2007
2006
2005
2004
2003
2002
2001
2000
1999
1998
1997
1996
1995
Acquisition of Cogent Management
Acquisition of Zoologic
Acquisition of TimeShareWare
Acquisition of thinkorswim
Techonologies, Inc.
Acquisition of GIPS
Acquisition of Mabel Systems
Acquisition of Shepro Braun
Acquisition of Digital Visions
Acquisition of Amicorp Fund Services
2012
Acquisition of BDO Simpson Xavier Fund
Administrator
Acquisition of BenefitsXML
Pending acquisition of PORTIA |