Exhibit 99.3
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Korn Ferry and Hay Group Combination
Transaction Overview
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Forward Looking Statements and Non-GAAP Measures
Forward Looking Statements
This presentation includes “forward looking statements” within the meaning of the “safe harbor” provisions of United States Private Securities Litigation Reform Act of 1995. Forward looking statements may be identified with the use of words like “anticipate”, “believe”, “expect”, “estimate”, “plan”, “outlook” and “project” and other similar expressions that predict or indicate that future events or trends or that are not statements of historical matters. Such forward looking statements include, but are not limited to, statements related to the timing of the transaction, the expected benefits of the transaction, including future financial and operating results, expected synergies, and the combined companies plans, objectives, expectations and intentions. Such statements are based on current expectations and are subject to numerous risks and uncertainties many of which are outside the control of Korn Ferry. For a more detailed description of such risks and uncertainties, please refer to Korn Ferry’s filings with the Securities and Exchange Commission.
Non-GAAP Financial Measures
This presentation contains financial information calculated other than in accordance with U.S.
Generally Accepted Accounting Principles (“GAAP”). In particular, it includes projected EBITDA margin of the combined Hay Group and Leadership & Talent Consulting segment. This non-GAAP disclosure has limitations as an analytical tool, should not be viewed as a substitute for financial information determined in accordance with GAAP, nor is it necessarily comparable to non-GAAP performance measures that may be presented by other companies.
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Our Vision
The Preeminent Global People and Organizational Advisory Firm
Korn ferry
Hay group
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Transaction Highlights
Brings Together Two World Class Brands and Creates a Leading Global People and Organizational Advisory Firm
Hay Group is a Global People and Organizational Advisory Firm with Over
70 Years Experience Serving Clients Across Every Major Industry
Known for the Quality of its Research, Hay Group has a Strong Portfolio of Intellectual Property Including Several of the World’s Most Comprehensive Licensed Management and Compensation Databases
Strengthens Korn Ferry’s Intellectual Property, Enhances Geographic Presence, Adds Complimentary Capabilities to Further Leverage Search Relationships, and Broadens Capabilities in Assessment and Development
Allows Korn Ferry to Broaden the Conversation with its Clients Regarding Products and Services and Increases Cross-Selling Opportunities
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Transaction Highlights
Hay Group Will Serve as the New Brand for Korn Ferry’s Leadership & Talent Consulting Business
Total Combined Segment Revenues (Trailing 12 Months) of Approximately $775 with Approximately $500M from Hay Group
Combined Productized Services Revenue (Licensing of Assessment, Data Analytics & Compensation Databases Plus Other IP & Products) Expected to Approximate $250M in First Year of Operations
L&TC and Hay Group Client Reach and Global Footprint are Highly Complementary
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Transaction Highlights
At Closing, the Combined Hay Group and L&TC Will Have Nearly 4,150 Employees
Enhances the Service Offering by Bringing Closely Related Services to Bear, Such as Workforce Planning, Organizational Design, Performance Measurement and Rewards
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Financial Highlights
Korn Ferry to Acquire Hay Group for Aggregate Purchase Price of Approximately $452M Consisting of Approximately $252M of Cash (Net of Estimated Acquired Cash and After Giving Effect to Other Estimated Purchase Price Adjustments) and $200M of KFY Stock (Subject to a 3 Year Lock-up Agreement) in Addition to a Commitment to Key Employee Retention
Expected Close is Before the End of Calendar Year 2015 and is Subject to Hay Group Shareholder Approval and Receipt of Antitrust Clearance and Other Customary Conditions
Transaction to be Structured to Allow the Use of a Portion of KF’s Current Foreign Cash Reserves for Purchase Consideration and to Allow for the Tax Efficient Repatriation of Future Foreign Earnings
Hay Group is Currently Generating Approximately $500M of Annual Revenue and Adjusted EBITDA (Including All Compensation Associated With Hay Group Partners, but Excluding Historical Expenses that will not Continue in the Combined Segment) of $40M
Post Close, the Combined Firm is Targeting a Minimum of $20M of Annual Cost Synergies Within the First 12 Months and Longer Term EBITDA Margins for the Combined Segment of Approximately 14% to 18% (Operating Margins of 9% to 13%)
Targeted Cost Synergies to Be Achieved By Leveraging Technology Platforms, Eliminating Redundant SG&A Spend, Eliminating Redundant Activities and Real-Estate Consolidation
Transaction is Expected to be Accretive to Earnings per Share in the First Full Year After Adjusting For Purchase Accounting Deferred Revenue Write-Offs, Intangible Asset Amortization, Retention Bonuses and Restructuring and Transaction Costs
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Financial Highlights—Continued
In Connection with the Transaction, Korn Ferry Has Entered into an Amended Credit Agreement with Wells Fargo Bank Which Expands Korn Ferry’s Existing Senior Credit Line from $150M to $250M ($100M Revolving Credit Line Plus a $150M Delayed Draw Term Loan)
Korn Ferry Plans to Partially Draw Down on this Facility to Finance a Portion of the Acquisition Cash Consideration
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Leadership in People and Organizational Advisory
People
Executive and professional search
Single- and multi-search assignments
Talent communications and employer brand
Onboarding
Recruitment process outsourcing
Talent acquisition advisory services
Recruitment technology services
Assessment and people fit
Assessment tools and data
Performance, development and succession
Leadership, management development
Other development and training
Succession management
Culture and engagement
Culture diagnostic and transformation
Engagement strategy
Performance management
Inclusion and diversity
Work and organization
Business intent, and strategy clarification and implementation
Transformation strategy and implementation planning
Change management
Organizational design and workforce planning
Business, performance and operating model
Organization structure and network design
Workforce planning and sizing
Work measurement and job design
Job evaluation audits
Job descriptions and families
Organization benchmarking
Rewards and benefits
Executive reward
Reward strategy
Variable pay
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HayGroup