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Project JetstarDiscussion 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 $[X]m B3 RWA from equity investment in Jetstar
Solution
Pilot cost-efficient alternative Research/Sales model that extends strategic benefits to CS clients Move Research/Sales coverage of Small-cap Australia Corporates to 50/50 JV setup w/ FNZC
− Reduces CS Australia’s research coverage by one third while retaining full capability for both our clients and IBD
Jetstar Proposal
3
People
Intellectual Property
Infrastructure/ Support
Capital
Business Agreements
Partner Contributions
Credit Suisse FZNC
1 FTE seconded to act as CEO 1 FTE transferred from Research
PB revenue/referral agreement, service level agreement (as required) AFS License registration & requirements
Governance
Economics / Equity Sharing
Equal board representation, with 4-6 directors in total with equal voting rights
CS too propose the initial Chair (no casting vote)
Board may also consider having an Advisory Board to support Jetstar in covering its target market
50% / 50% ownership Pro-rata capital contributions
Access to FNZC research
Support functions as agreed by Jetstar board
Initial capital of A$[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%
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$55bn representing 4% of the current ASX market cap to JV; see Appendix for list of names
Expand corporate coverage by 2015 – see Appendix for list of names
Focus coverage on domestic dedicated small cap fund managers
Provide specialist assistance to Australian large cap fund managers and offshore fund managers as required
Leverage CS research analysts/ FNZC analysts to ensure consistency of service
Focus on advisory, capital market activity to small-cap corporates
Leverage CS GMSG team (5 FTEs) for product expertise and execution
Target companies outside the top 115 listed on the ASX
Out of scope – oil & gas and mining sectors (to be conducted by CS directly)
Strategic Ambition Immediate Priorities
Aspiration: To build the preeminent small cap business in Australia
Create a business model that generates profits throughout the cycle
Target #1 panel rankings across 50% of priority clients
Target #1 SOW in Banking Fees for companies in scope
Expect 2-3 month timeline to obtain license; order and timing of other key approvals to be determined in conjunction with New Business:
Completion of New Business process
Execution of shareholder’s agreement
Client notification
Transfer of staff
New Business process kick-off
Execution of term-sheet
CS CFO approval
Formation of company
Submission of ASIC license application
Strategic RationaleB
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Strategic Benefit Impact
Important institutional clients demand mid/small-cap research coverage, because it generates alpha− Across domestic & international long only− Trading predominantly Cash equities
CS perception improved through investment in market
Institutional Equities Accounts
Defends meaningful small cap commissions – clients with meaningful small-cap allocation pay CS >US$[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 – $[x]m in Rev in ‘15
Significance of Small Cap Coverage to CS Clients
6
Commentary
Most commissions generated in secondary revenues in 2012− Top 20 clients with meaningful small cap
commissions generated AU$[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)
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
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
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