![]() 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 |