Total System Services — Merger or Acquisition (May 2019)
15 slides from Total System Services's merger presentation, May 28, 2019
Slide 1: Creating the Worldwide Leader in Payments Technology
CREATING THE worldwide LEADER IN PAYMENTS TECHNOLOGY MAY 28, 2019 Exhibit 99.2
Slide 2: Forward-Looking Statements
FORWARD-LOOKING STATEMENTS Certain of the matters discussed in this communication which are not statements of historical fact constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements, which are based on current
Slide 3: Additional Information
ADDITIONAL INFORMATION Additional Information and Where to Find It In connection with the proposed merger, Global Payments will file with the SEC a registration statement on Form S-4 to register the shares of Global Payments’ common stock to be issued in connection with the merger. The registration
Slide 4: Participants
PARTICIPANTS Jeff Sloan, Chief Executive Officer, Global Payments Troy Woods, President, Chairman and Chief Executive Officer, TSYS Cameron Bready, Senior Executive Vice President and Chief Financial Officer, Global Payments Paul Todd, Senior Executive Vice President and Chief Financial Officer, TSY
Slide 5: Creates preeminent pure play payments technology company
Creates preeminent pure play payments technology company with extensive scale and unmatched global reach Market leading position in integrated payments, owned software and ecommerce and omnichannel solutions Significant exposure to faster growth geographies with physical and virtual presence in more
Slide 6: Creating the global leader in payments technology
Pure play payments focus Complementary integrated and vertical markets businesses Expanded ecommerce and omnichannel capabilities Enhanced digital solutions for financial institutions worldwide Enhanced technology scale Customers require global solutions Capital flexibility supports additional growt
Slide 7: Strong, complementary cultures and values
People-Centered. Performance-Driven. STRONG, COMPLEMENTARY CULTURES AND VALUES Service. Driven. Commerce Our PEOPLE come first The PARTNER of choice Make it easy to do business with us Be personally accountable Timely and consistent execution INTEGRITY INNOVATION GROWTH EXCELLENCE RELATIONSHIPS
Slide 8: Pro forma adjusted net revenue plus network fees
PRO FORMA ADJ NET REVENUE + NETWORK FEES(1) ~$8.6 Billion Diversified payments portfolio at scale GLOBAL SCALABLE ECOSYSTEM >100 COUNTRIES ~3.5M MERCHANT LOCATIONS (SMB FOCUSED) SALES PROFESSIONALS ~$3.5B ADJ EBITDA(2) ~50B TRANSACTIONS (1) 2019 estimate includes $100mm of run-rate adj net revenue s
Slide 9: Complementary technology-enabled solutions
COMPLEMENTARY TECHNOLOGY-ENABLED SOLUTIONS Owned & Partnered Software Ecomm and Omni Solutions Full omnichannel capabilities with broadest market reach Most comprehensive software driven payments solutions globally 2,500+ ISV partners 70+ verticals 500+ global FIs 8 vertically-specific software solu
Slide 10: Issuer solutions advances technology-enabled strategy
Issuer solutions advances TECHNOLOGY-ENABLED strategy #2 WESTERN EUROPE #1 US, CANADA, UK, IRELAND & CHINA(1) 24B CARDHOLDER TRANSACTIONS 614MTRADITIONAL ACCOUNTS ON FILE (1) Via CUP Data joint venture Note: 2018 Ranking, based on TSYS Net Revenue ACCELERATING CLOUD MIGRATION INDUSTRY LEADER WITH ST
Slide 11: Transaction structure, financial benefits, corporate structure and timing
Transaction Structure Financial Benefits Corporate Structure and Timing All-stock merger of equals TSYS shareholders will receive 0.8101 GPN shares for each TSS share Pro forma ownership: 52% GPN shareholders / 48% TSS shareholders(1) Significant scale with adj net revenue plus network fees of ~$8.6
Slide 12: At least $300 million annualized run-rate cost synergies
At least $300 million annualized run-rate cost synergies Majority of synergies driven by significant areas of overlap Achievable with limited execution risk Expect full synergy benefits to be realized by year 3 POWERFUL Expense synergy OPPORTUNITIES Technology Infrastructure Corporate Support & Publ
Slide 13: Significant revenue synergies
SIGNIFICANT REVENUE SYNERGIES $100mm+ Revenue Synergy Opportunity Digital B2B, B2C & P2P Payments 820K SMB Customer Locations Large MNC Relationships Worldwide FI Relationships Global Scale in Ecomm and Omni Vertical Specific Offerings Premier Global Bank Relationships 2.5M SMB Customer Locations
Slide 14: Exceptional financial profile
Exceptional financial profile (1) Reflects synergy adjusted leverage at close (2) 2019 estimate based on combined Adjusted EBITDA less Capital Expenditures less Taxes Committed to investment grade credit ratings Pro Forma Leverage at Close(1) 2.5x ~$2.5B Pro Forma Free Cash Flow(2) STRONG TOPLINE GR
Slide 15: Substantial value creation and immediate adjusted EPS accretion
Substantial value creation and immediate adjusted EPS accretion Significantly enhances scale and strengthens financial profile Leading provider of technology-enabled, software-driven payments solutions globally Global Payments and TSYS to Combine Creating a ~$54bn(1) Payments Solutions Powerhouse CR
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