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Confidential. Project Jetstar. Discussion with APAC Management. Executive Summary. 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:
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Confidential Project Jetstar Discussion with APAC Management
Executive Summary • 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, $[X]m of PTI in ‘11A,’12A and ‘13B), and considering actions to improve profitability Background Solution • Pilot cost-efficient alternative Research/Sales model that extends strategic benefits to CS clients • Move Research/Sales coverage of Small-cap Australia Corporates to 50/50 JV setup w/ FNZC • Reduces CS Australia’s research coverage by one third while retaining full capability for both our clients and IBD Strategic benefit for CS • Allows CS to rationalize EQ Research footprint without disruption to business • Maintains highly valued small-cap research service to important institutional equities clients • Potential for IBD Advisory deal flow and PB referral through introductions to a broader client base as FNZC builds small cap small cap capabilities in Australia to augment NZ franchise • Both CS staff and street perception of CS improved through commitments with investment in greater capabilities • Leverages and extends relationship with FNZC, an established and successful partner for CS Financial Impact • P&L impact to CS initially neutral (reduces both expenses and revenue by ~$[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 $[X]m B3 RWA from equity investment in Jetstar
Jetstar Proposal Governance CS AGCS AUS EQ FNZC • Equal board representation, with 4-6 directors in total with equal voting rights • CS too propose the initial Chair (no casting vote) • Board may also consider having an Advisory Board to support Jetstar in covering its target market 50% 50% Economics / Equity Sharing Jetstar • 50% / 50% ownership • Pro-rata capital contributions Exit / Break-up Provision • Evergreen structure; certain events (including breach) cause a sale at book value by the triggering party Partner Contributions Credit Suisse FZNC People • 8 FTE transferred from research and S&T from Australia • FID and ECM specialists made available by CS to support JV deal activity as required • 1 FTE seconded to act as CEO • 1 FTE transferred from Research Intellectual Property • CS brand for JV research • Access to global CS Research & HOLT • Transition EQ Research coverage of 56 companies • Access to FNZC research Infrastructure/ Support • Execution and settlement all secondary activity • Premises and IT systems in existing CS facility • Support functionsas agreed by Jetstar board • Support functions as agreed by Jetstar board • Initial capital of A$[X]-[X]m • Ongoing regulatory capital sourced from initial capital (requirements based on 90 days operating costs) • Initial capital of A$[X]-[X]m • Ongoing regulatory capital sourced from initial capital (requirements based on 90 days operating costs) Capital • Underwriting and more substantial risks will be taken at the CS level through standard risk approval protocol Risk Business Agreements • PB revenue/referral agreement, service level agreement (as required) • AFS License registration & requirements
Jetstar Strategy JetstarLoBs Scope of Business Activities Research coverage • 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 Research sales IBD services • 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 Expect 2-3 month timeline to obtain license; order and timing of other key approvals to be determined in conjunction with New Business: 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 • 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 Rationale Strategic Benefit Impact 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 - $[x]m direct comp saves p.a. • Reduce CS Australia cost/footprint research coverage from 190 to 140 stocks covering ~95% of ASX 200 • Important institutional clients demand mid/small-cap research coverage, because it generates alpha • Across domestic & international long only • Trading predominantly Cash equities • CS perception improved through investment in market • Defends meaningful small cap commissions – clients with meaningful small-cap allocation pay CS >US$[x]m in commissions p.a. Institutional Equities Accounts Benefits for Credit Suisse • Est. revenues within Equity Derivatives of ~A$[x]m–A$[x]m p.a. from Collar and Executive Share Option deals • IBD deal-flow through collaboration in mid cap • Continuous trading volumes across the JV names IBD Deal Flow/ Trading Volume • 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 – $[x]m in Rev in ‘15 • Potential for PB revenue through introductions to a broader client base (small cap Australian business owners also potential HNW clients) PB Referrals • Opportunity to expand outside home market, leveraging existing expertise in the small cap space • FNZC growth prospects currently limited given size of NZ market and relative position • Ability to generate attractive returns Business Expansion Benefits for FNZC • Leverage and extend relationship with CS, an established and successful partner for FNZC Extend Relationship with CS 4
Significance of Small Cap Coverage to CS Clients Top Clients w/ Meaningful Small Cap Commissions Commentary Strong Relevance of Content to Clients • Most commissions generated in secondary revenues in 2012 • Top 20 clients with meaningful small cap commissions generated AU$[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
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
CS Financial Impact 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
Key Issues & Considerations • 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 BoDseat 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 FNZCtogether 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