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Project Jetstar Discussion with APAC Management Confidential

Project Jetstar Discussion with APAC Management Confidential

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Page 1: Project Jetstar Discussion with APAC Management Confidential

Project JetstarDiscussion with APAC Management

Confidential

Page 2: Project Jetstar Discussion with APAC Management Confidential

Executive Summary

2

Background

Small-cap market in Australia is important to many of CS’s institutional clients (source of alpha generating trade ideas), however servicing this market effectively and profitably is challenging:− Requires broad & deep small-cap research platform expensive to cover; however, content

strongly linked to commissions− Trading volumes are light (activity outside the ASX 100 represents 10% of total Australian

turnover) while commission rates are equivalent overall lower commission wallet− Lacks alignment with CS IBD coverage no incremental revenues; small-cap not a core area of

focus for CS Australia Equities business PTI challenged ($[X]m, $[X]m, $[X]m of PTI in ‘11A,’12A and ‘13B), and

considering actions to improve profitability

Strategic benefit for

CS

Financial Impact

Allows CS to rationalize EQ Research footprint without disruption to business Maintains highly valued small-cap research service to important institutional equities clients Potential for IBD Advisory deal flow and PB referral through introductions to a broader client base

as FNZC builds small cap small cap capabilities in Australia to augment NZ franchise Both CS staff and street perception of CS improved through commitments with investment in

greater capabilities Leverages and extends relationship with FNZC, an established and successful partner for CS

P&L impact to CS initially neutral (reduces both expenses and revenue by ~$[X]m) − Estimated JV revenue of A$[X]m and PTI of A$[X]m by 2016 – of which CS share 50%− CS JV share and ancillary business impact of ~A$[X]-[X]m PTI by 2015

Defends leading position (McLagan rank 5) with institutional clients and protects $[X]m of CS global commission in 2012A from accounts that value Australia small cap coverage

Expect $[X]m B3 RWA from equity investment in Jetstar

Solution

Pilot cost-efficient alternative Research/Sales model that extends strategic benefits to CS clients Move Research/Sales coverage of Small-cap Australia Corporates to 50/50 JV setup w/ FNZC

− Reduces CS Australia’s research coverage by one third while retaining full capability for both our clients and IBD

Page 3: Project Jetstar Discussion with APAC Management Confidential

Jetstar Proposal

3

People

Intellectual Property

Infrastructure/ Support

Capital

Business Agreements

Partner Contributions

Credit Suisse FZNC

1 FTE seconded to act as CEO 1 FTE transferred from Research

PB revenue/referral agreement, service level agreement (as required) AFS License registration & requirements

Governance

Economics / Equity Sharing

Equal board representation, with 4-6 directors in total with equal voting rights

CS too propose the initial Chair (no casting vote)

Board may also consider having an Advisory Board to support Jetstar in covering its target market

50% / 50% ownership Pro-rata capital contributions

Access to FNZC research

Support functions as agreed by Jetstar board

Initial capital of A$[X]-[X]m Ongoing regulatory capital sourced from

initial capital (requirements based on 90 days operating costs)

8 FTE transferred from research and S&T from Australia

FID and ECM specialists made available by CS to support JV deal activity as required

CS brand for JV research Access to global CS Research & HOLT Transition EQ Research coverage of 56

companies Execution and settlement all secondary activity

Premises and IT systems in existing CS facility

Support functions as agreed by Jetstar board Initial capital of A$[X]-[X]m Ongoing regulatory capital sourced from

initial capital (requirements based on 90 days operating costs)

Exit / Break-up Provision

Evergreen structure; certain events (including breach) cause a sale at book value by the triggering party

Risk

Underwriting and more substantial risks will be taken at the CS level through standard risk approval protocol

Jetstar

FNZCCS AGCS AUS EQ

50%50%

Page 4: Project Jetstar Discussion with APAC Management Confidential

Jetstar Strategy

4

Jetstar LoBs

Research coverage

Research sales

IBD services

Scope of Business Activities

Transfer CS Equity research coverage of 56 companies with a combined market cap of US$55bn representing 4% of the current ASX market cap to JV; see Appendix for list of names

Expand corporate coverage by 2015 – see Appendix for list of names

Focus coverage on domestic dedicated small cap fund managers

Provide specialist assistance to Australian large cap fund managers and offshore fund managers as required

Leverage CS research analysts/ FNZC analysts to ensure consistency of service

Focus on advisory, capital market activity to small-cap corporates

Leverage CS GMSG team (5 FTEs) for product expertise and execution

Target companies outside the top 115 listed on the ASX

Out of scope – oil & gas and mining sectors (to be conducted by CS directly)

Strategic Ambition Immediate Priorities

Aspiration: To build the preeminent small cap business in Australia

Create a business model that generates profits throughout the cycle

Target #1 panel rankings across 50% of priority clients

Target #1 SOW in Banking Fees for companies in scope

Expect 2-3 month timeline to obtain license; order and timing of other key approvals to be determined in conjunction with New Business:

Completion of New Business process

Execution of shareholder’s agreement

Client notification

Transfer of staff

New Business process kick-off

Execution of term-sheet

CS CFO approval

Formation of company

Submission of ASIC license application

Page 5: Project Jetstar Discussion with APAC Management Confidential

Strategic RationaleB

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Strategic Benefit Impact

Important institutional clients demand mid/small-cap research coverage, because it generates alpha− Across domestic & international long only− Trading predominantly Cash equities

CS perception improved through investment in market

Institutional Equities Accounts

Defends meaningful small cap commissions – clients with meaningful small-cap allocation pay CS >US$[x]m in commissions p.a.

PB Referrals

Potential for PB revenue through introductions to a broader client base (small cap Australian business owners also potential HNW clients)

Cost Reduction

Reduces Australia Equities footprint Facilitates reorganization of EQ Research

department and alignment with IBD

8 FTEs transferred 3.5 TW FTEs− $[x]m of direct comp saves p.a.− 2 DIR, 3 VP, 3 ASO− 2 Research Sales, 6 EQ Research (1

Assistant) Facilitates reduction of headcount by a further 2

FTEs - $[x]m direct comp saves p.a. Reduce CS Australia cost/footprint research

coverage from 190 to 140 stocks covering ~95% of ASX 200

IBD Deal Flow/ Trading Volume

IBD deal-flow through collaboration in mid cap Continuous trading volumes across the JV

names

Est. revenues within Equity Derivatives of ~A$[x]m–A$[x]m p.a. from Collar and Executive Share Option deals

Extend Relationship with CS

Leverage and extend relationship with CS, an established and successful partner for FNZC

Business Expansion

Opportunity to expand outside home market, leveraging existing expertise in the small cap space− FNZC growth prospects currently limited

given size of NZ market and relative position

Ability to generate attractive returns

5

Target NNA of 10% of executed IBD deal flow generating 75bp to 100bp of revenue p.a. – $[x]m in Rev; $[x]m AUM in ‘15

Implement a 3 year referral program for NNA transferring 30/20/10bp per annum to Jetstar – $[x]m in Rev in ‘15

Page 6: Project Jetstar Discussion with APAC Management Confidential

Significance of Small Cap Coverage to CS Clients

6

Commentary

Most commissions generated in secondary revenues in 2012− Top 20 clients with meaningful small cap

commissions generated AU$[x]m in 2012 and US$[x]m in global commissions

Research content, Corporate Access and Primary Deals are highly valued by Australia-active institutional clients − 78% allocation of panel vote

Strong Relevance of Content to Clients

Top Clients w/ Meaningful Small Cap Commissions('000)

Prime/EQD Revenue Client Type Location

Key Clients% of Global

Comm AU$ Australia APAC Global Global1 Eley Griffiths Group Pty Ltd 96% 285.0 295.9 295.9 295.9 Long-Only Australia2 Evergreen Capital partners 100% 239.3 224.3 224.3 224.3 Long-Only Australia3 Perpetual Trustees Australia Ltd 8% 228.5 2,406.7 2,407.4 3,040.1 1.3 Long-Only Australia4 Renaissance Asset Management 81% 172.7 190.5 190.5 214.5 22.8 Long-Only Australia5 Bennelong Australian Equity Partners 29% 164.5 573.4 573.4 573.4 Long-Only Australia6 Wilson Asset Management 96% 144.7 151.5 151.5 151.5 Long-Only Australia7 Colonial First State (Core) 14% 136.6 643.5 650.9 960.4 Long-Only Australia8 Goldman Sachs Asset Mgmt 1% 116.5 479.7 1,245.3 18,290.2 9,460.3 Long-Only Global9 Colonial First State Growth 11% 107.1 898.5 959.9 971.3 Long-Only Australia10 Paradice Investment Mgmt 12% 102.4 876.8 876.8 876.8 Long-Only Australia11 Kosmos Asset Management Pty. Ltd. 97% 100.2 103.7 103.7 103.7 Long-Only Australia12 Acorn Capital Ltd 92% 92.5 100.7 100.7 100.7 Long-Only Australia13 Souls Funds Management Pty Ltd. 68% 80.1 117.4 117.4 117.4 Long-Only Australia14 Perennial Value Management 11% 78.0 695.8 695.8 695.8 Long-Only Australia15 Bell Asset Management Limited 53% 78.0 147.7 147.7 147.7 Long-Only Australia16 Macquarie Private Portfolio Management 96% 62.3 65.0 65.0 65.0 Long-Only Australia17 Tribeca Investment Partners Pty Ltd. 8% 61.7 797.8 797.8 797.8 15.5 Long-Only Australia18 Kinetic Investment Partners 96% 51.8 53.9 53.9 53.9 Long-Only Australia19 Laketon Invt Mgmt 9% 51.3 328.0 328.0 554.9 Long-Only Australia20 Dimensional Fund Advisors 14% 43.8 110.8 110.8 320.5 Long-Only Australia

Total 8% 2,397.0 9,261.4 10,096.6 28,555.8 9,499.9

2012 Commission Attributed to Small Cap 2012 US$ Commissions (Eq Secondary)

('000)Prime/EQD

Revenue Client Type Location

Key Clients% of Global

Comm AU$ Australia APAC Global Global1 Eley Griffiths Group Pty Ltd 96% 285.0 295.9 295.9 295.9 Long-Only Australia2 Evergreen Capital partners 100% 239.3 224.3 224.3 224.3 Long-Only Australia3 Perpetual Trustees Australia Ltd 8% 228.5 2,406.7 2,407.4 3,040.1 1.3 Long-Only Australia4 Renaissance Asset Management 81% 172.7 190.5 190.5 214.5 22.8 Long-Only Australia5 Bennelong Australian Equity Partners 29% 164.5 573.4 573.4 573.4 Long-Only Australia6 Wilson Asset Management 96% 144.7 151.5 151.5 151.5 Long-Only Australia7 Colonial First State (Core) 14% 136.6 643.5 650.9 960.4 Long-Only Australia8 Goldman Sachs Asset Mgmt 1% 116.5 479.7 1,245.3 18,290.2 9,460.3 Long-Only Global9 Colonial First State Growth 11% 107.1 898.5 959.9 971.3 Long-Only Australia10 Paradice Investment Mgmt 12% 102.4 876.8 876.8 876.8 Long-Only Australia11 Kosmos Asset Management Pty. Ltd. 97% 100.2 103.7 103.7 103.7 Long-Only Australia12 Acorn Capital Ltd 92% 92.5 100.7 100.7 100.7 Long-Only Australia13 Souls Funds Management Pty Ltd. 68% 80.1 117.4 117.4 117.4 Long-Only Australia14 Perennial Value Management 11% 78.0 695.8 695.8 695.8 Long-Only Australia15 Bell Asset Management Limited 53% 78.0 147.7 147.7 147.7 Long-Only Australia16 Macquarie Private Portfolio Management 96% 62.3 65.0 65.0 65.0 Long-Only Australia17 Tribeca Investment Partners Pty Ltd. 8% 61.7 797.8 797.8 797.8 15.5 Long-Only Australia18 Kinetic Investment Partners 96% 51.8 53.9 53.9 53.9 Long-Only Australia19 Laketon Invt Mgmt 9% 51.3 328.0 328.0 554.9 Long-Only Australia20 Dimensional Fund Advisors 14% 43.8 110.8 110.8 320.5 Long-Only Australia

Total 8% 2,397.0 9,261.4 10,096.6 28,555.8 9,499.9

2012 Commission Attributed to Small Cap 2012 US$ Commissions (Eq Secondary)

('000)Prime/EQD

Revenue Client Type Location

Key Clients% of Global

Comm AU$ Australia APAC Global Global1 Eley Griffiths Group Pty Ltd 96% 285.0 295.9 295.9 295.9 Long-Only Australia2 Evergreen Capital partners 100% 239.3 224.3 224.3 224.3 Long-Only Australia3 Perpetual Trustees Australia Ltd 8% 228.5 2,406.7 2,407.4 3,040.1 1.3 Long-Only Australia4 Renaissance Asset Management 81% 172.7 190.5 190.5 214.5 22.8 Long-Only Australia5 Bennelong Australian Equity Partners 29% 164.5 573.4 573.4 573.4 Long-Only Australia6 Wilson Asset Management 96% 144.7 151.5 151.5 151.5 Long-Only Australia7 Colonial First State (Core) 14% 136.6 643.5 650.9 960.4 Long-Only Australia8 Goldman Sachs Asset Mgmt 1% 116.5 479.7 1,245.3 18,290.2 9,460.3 Long-Only Global9 Colonial First State Growth 11% 107.1 898.5 959.9 971.3 Long-Only Australia10 Paradice Investment Mgmt 12% 102.4 876.8 876.8 876.8 Long-Only Australia11 Kosmos Asset Management Pty. Ltd. 97% 100.2 103.7 103.7 103.7 Long-Only Australia12 Acorn Capital Ltd 92% 92.5 100.7 100.7 100.7 Long-Only Australia13 Souls Funds Management Pty Ltd. 68% 80.1 117.4 117.4 117.4 Long-Only Australia14 Perennial Value Management 11% 78.0 695.8 695.8 695.8 Long-Only Australia15 Bell Asset Management Limited 53% 78.0 147.7 147.7 147.7 Long-Only Australia16 Macquarie Private Portfolio Management 96% 62.3 65.0 65.0 65.0 Long-Only Australia17 Tribeca Investment Partners Pty Ltd. 8% 61.7 797.8 797.8 797.8 15.5 Long-Only Australia18 Kinetic Investment Partners 96% 51.8 53.9 53.9 53.9 Long-Only Australia19 Laketon Invt Mgmt 9% 51.3 328.0 328.0 554.9 Long-Only Australia20 Dimensional Fund Advisors 14% 43.8 110.8 110.8 320.5 Long-Only Australia

Total 8% 2,397.0 9,261.4 10,096.6 28,555.8 9,499.9

2012 Commission Attributed to Small Cap 2012 US$ Commissions (Eq Secondary)

Page 7: Project Jetstar Discussion with APAC Management Confidential

JV Revenue Projections dependent on banking fees

Assumptions

Revenues Secondary Commissions: current stable run-

rate commissions of $[x]m grows as a result of improved product offering through expanded breadth of coverage

Banking Fees

−M&A: Jetstar captures [x]% market share with average deal size of A$[x]m

−ECM (incl. IPO): Jetstar captures [x]% of ECM market share retaining [x]% of gross fees (CS will retain [x]% through fee split based on involvement

Referral Fees

−CS Private Bank to pay referral fees for trailing three years

Expenses Direct Compensation: Based on current CS

salary bands Office Rent: US$[x]m p.a. Business Development: T&E recoveries of

US$[x]k p.a. recovered from clients; T&E of US$[x]m p.a.

Market Data: US$[x]m p.a. IPB: based on [x]% of contribution

7

(AUD$ 000,000) Implementation Scenarios

2013 H2 2014 2015 2016 L 2016 HRevenues

Secondary Commissions 1.7 3.4 4.5 5.2 6.3Banking Fees (100%) 0.6 4.8 8.1 10.6 15.5Referral Fees 0.0 0.1 0.1 0.2 0.4Total Revenue 0.6 4.8 8.2 10.8 15.8

Expenses

Direct Comp & Benefits 1.9 3.8 5.4 6.1 6.1Fixed Non Comp 1.6 3.2 3.5 3.7 3.7Total Expenses 3.5 6.9 8.8 9.8 9.8

PerformanceContribution (2.9) (2.1) (0.6) 1.0 6.1

IPB 0.4 (1.1) (0.3) 0.5 3.0Pre-Tax Income (3.3) (1.1) (0.3) 0.5 3.0Pre-Tax Margin -557% -22% -4% 5% 19%

Tax 0.0 0.0 0.0 0.2 0.9Post-Tax Income (3.3) (1.1) (0.3) 0.4 2.1

Headcount 14.0 14.0 20.0 25.0 25.0

Revenue per FTE 0.0 0.3 0.4 0.4 0.6Shareholder Equity 8.0 8.0 8.0 8.0 8.0ROE -41% -13% -4% 5% 27%

Plan(AUD$ 000,000) Implementation Scenarios

2013 H2 2014 2015 2016 L 2016 H

Revenues

Secondary Commissions 1.7 3.4 4.5 5.2 6.3

Banking Fees (100%) 0.6 4.8 8.1 10.6 15.5

Referral Fees 0.0 0.1 0.1 0.2 0.4Total Revenue 0.6 4.8 8.2 10.8 15.8

Expenses

Direct Comp & Benefits 1.9 3.8 5.4 6.1 6.1

Fixed Non Comp 1.6 3.2 3.5 3.7 3.7Total Expenses 3.5 6.9 8.8 9.8 9.8

Performance

Contribution (2.9) (2.1) (0.6) 1.0 6.1

IPB 0.4 (1.1) (0.3) 0.5 3.0Pre-Tax Income (3.3) (1.1) (0.3) 0.5 3.0

Pre-Tax Margin -557% -22% -4% 5% 19%

Tax 0.0 0.0 0.0 0.2 0.9Post-Tax Income (3.3) (1.1) (0.3) 0.4 2.1

Headcount 14.0 14.0 20.0 25.0 25.0

Revenue per FTE 0.0 0.3 0.4 0.4 0.6Shareholder Equity 8.0 8.0 8.0 8.0 8.0ROE -41% -13% -4% 5% 27%

Plan

Page 8: Project Jetstar Discussion with APAC Management Confidential

CS Financial Impact

8

Assumptions

Jetstar Foregone expenses - Direct Comp:

based on current salaries/ benefits paid to CS employees transferring to Jetstar

Commission: modeled to show CS foregoing A$[x]m per annum (2011-2013 YTD average)

IBD Fees: modeled to show CS foregoing A$[x]m (two-thirds of three year average run-rate)

Incremental Synergies IBD: CS earns [x]% of M&A fees and

[x]% of ECM fees based on role played in execution of deals

PB: CS retains NNA based on [x]% retention of executed IBD deal flow

(AUD$ 000,000) Implementation Scenarios

2013 H2 2014 2015 2016 L 2016 HJetstarPresent Value of Jetstar (1.6) (0.5) (0.2) 0.2 1.1Foregone Revenues - Cash Equities (1.7) (3.4) (3.3) (3.2) (3.1)Foregone Revenues - IBD Fees (100%) (1.0) (2.0) (2.0) (2.0) (2.0)Foregone Expenses - Direct Comp 3.1 3.1 3.1 3.1 3.1Foregone Expenses - Non Comp 0.4 0.4 0.4 0.4 0.4Total Jetstar Impact to CS (0.9) (2.5) (2.0) (1.6) (0.6)

Incremental SynergiesRevenueEquity Derivatives 0.7 1.7 2.2 3.0 3.7IBD (100%) 0.2 1.4 2.3 2.9 4.4Private Bank 0.0 0.1 0.3 0.7 1.0

Total Incremental Revenue 0.9 3.2 4.9 6.6 9.1

ExpensesIncremental IPB (@ 30%) 0.3 1.0 1.5 2.0 2.7

PTI from Synergies 0.6 2.3 3.4 4.6 6.3

Total PTI Impact (0.3) (0.2) 1.4 3.0 5.8

Key Performance Indicators

NNA 1.5 19.4 32.9 120.1 133.7Headcount (12.0) (12.0) (12.0) (12.0) (12.0)ROI (1.4) (1.1) (1.0) (1.0) (0.7)RWA 10.0 10.0 10.0 10.0 10.0ROE -164% -54% -15% 18% 106%

Plan(AUD$ 000,000) Implementation Scenarios

2013 H2 2014 2015 2016 L 2016 HJetstarPresent Value of Jetstar (1.6) (0.5) (0.2) 0.2 1.1Foregone Revenues - Cash Equities (1.7) (3.4) (3.3) (3.2) (3.1)Foregone Revenues - IBD Fees (100%) (1.0) (2.0) (2.0) (2.0) (2.0)Foregone Expenses - Direct Comp 3.1 3.1 3.1 3.1 3.1Foregone Expenses - Non Comp 0.4 0.4 0.4 0.4 0.4Total Jetstar Impact to CS (0.9) (2.5) (2.0) (1.6) (0.6)

Incremental SynergiesRevenueEquity Derivatives 0.7 1.7 2.2 3.0 3.7IBD (100%) 0.2 1.4 2.3 2.9 4.4Private Bank 0.0 0.1 0.3 0.7 1.0

Total Incremental Revenue 0.9 3.2 4.9 6.6 9.1

ExpensesIncremental IPB (@ 30%) 0.3 1.0 1.5 2.0 2.7

PTI from Synergies 0.6 2.3 3.4 4.6 6.3

Total PTI Impact (0.3) (0.2) 1.4 3.0 5.8

Key Performance Indicators

NNA 1.5 19.4 32.9 120.1 133.7Headcount (12.0) (12.0) (12.0) (12.0) (12.0)ROI (1.4) (1.1) (1.0) (1.0) (0.7)RWA 10.0 10.0 10.0 10.0 10.0ROE -164% -54% -15% 18% 106%

Plan

Page 9: Project Jetstar Discussion with APAC Management Confidential

Key Issues & Considerations

9

CS JVs have limited success, why is this different?

− FNZC is a logical strategic partner given CS’ long-standing relationship and existing alignment across compliance and

controls

− FNZC has created substantial value for CS ($[X]m rev since 2002) from partnership in NZ market

Why should CS be a JV partner in small-cap IB business?

− Small-cap Research coverage relevant to CS institutional accounts

− CS continues to benefit from any potential IBD/Brokerage upside as FNZC grows NZ franchise

Why does CS needs an equity stake in this JV?

− JV equity stake with BoD seat helps CS has manage JV activity and support leading EQ and IBD franchises in Australia

What protection does CS have as a 50% partner?

− Reputational Risk approval to be obtained prior to execution of shareholder’s agreement

− Term sheet will be negotiated with FNZC with an eye towards appropriate contractual protections including: super majority

vote for capital infusions, approval for key management hires, and clear definition of business scope

What is the anticipated perception / reaction from clients?

− Institutional equities clients appreciative of expanded small-cap coverage; overall improved Street perception of CS

improved though commitment and investment in greater capabilities

− Seamless transaction, with no adverse impact to clients expected: 1) FNZC will white label research, 2) trades will be

executed by CS, and 3) IBD JV coverage list will be very specific and complement CS coverage

Has CS fully considered other alternatives; how does Jetstar compare in terms of return and execution risk?

− The key objective of delivering incremental revenues at a lower cost base is unlikely to be met through other structures

Neither an exit from this segment of the market nor retaining the status quo are sustainable models

We have considered a range of partners, but given the long-standing successful relationship with FNZC together with

their aligned culture and compliance practices it was determined they were the most appropriate

A management buyout/ staff JV was discounted given small absolute size of operation and associated risks