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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 4/13/21 Foley Trasimene Acquisition Corp. 425 1:8.6M Alight, Inc./DE Donnelley … Solutions/FA |
Document/Exhibit Description Pages Size 1: 425 Prospectus or Communication - Merger HTML 74K
| 425 |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of Earliest Event Reported): April 13, 2021
FOLEY TRASIMENE ACQUISITION CORP.
(Exact name of registrant as specified in its charter)
| Delaware | 001-39299 | 85-0545098 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
1701 Village Center Circle
(Address of principal executive offices)(Zip Code)
(702) 323-7330
(Registrant’s telephone numbers, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☒ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
Trading Symbols |
Name of each exchange | ||
| Units, each consisting of one share of Class A common stock and one-third of one Warrant | WPF.U | The New York Stock Exchange | ||
| Class A common stock, par value $0.0001 per share | WPF | The New York Stock Exchange | ||
| Warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50 per share | WPF WS | The New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 7.01. | Regulation FD Disclosure |
Attached as Exhibit 99.1 to this Current Report on Form 8-K, and incorporated into this Item 7.01 by reference, is an Analyst Day presentation being used in connection with the proposed business combination between Foley Trasimene Acquisition Corp. and Tempo Holding Company LLC (“Alight”).
The information in this Item 7.01, including Exhibit 99.1, is being furnished and shall not be deemed to be filed for purposes of Section 18 of the Securities Exchange Act, of 1934, as amended (the “Exchange Act”), or otherwise be subject to the liabilities of that section, nor will it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act. This Current Report on Form 8-K will not be deemed an admission as to the materiality of any of the information in this Item 7.01, including Exhibit 99.1.
| Item 9.01. | Financial Statement and Exhibits. |
(d) Exhibits.
| Exhibit No. |
Description | |
| 99.1 | Analyst Day Presentation, dated April 13, 2021 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| April 13, 2021 | Foley Trasimene Acquisition Corp. | |||||
| By: | ||||||
| Name: | Michael L. Gravelle | |||||
| Title: | General Counsel and Corporate Secretary | |||||
Exhibit 99.1
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alight Alight A.nalyst D:oy April 13, 2021
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Today’s agenda 01 02 03 04 John Rouleau Vice President, Investor Relations Stephan Scholl Chief Executive Officer Katie Rooney Chief Financial Officer Stephan Scholl & Katie Rooney Chief Executive Officer & Chief Financial Officer Welcome & logistics Alight overview & growth strategy Technology-led transformation Financial profile: Revenue growth, margin expansion & Alight’s financial strength Q&A 2 Alight
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Disclaimers Forward-looking statements This communication includes certain “forward-Looking statements” that are provided for illustrative purposes only and are not intended to serve as, and must not be relied on by any investor as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Foley Trasimene Acquisition Corp.’s (“Foley Trasimene”) and Tempo Holding Company, LLC’s (“Alight”) actual results may differ from their expectations, estimates, and projections and, consequently, you should not rely on these forward-looking statements as predictions of future events. Words such as “expect,” “estimate,” “project,” “budget,” “forecast,” “anticipate,” “intend,” “plan,” “may,” “will,” “could,” “should,” “believes,” “predicts,” “potential,” “continue,” and similar expressions (or the negative versions of such words or expressions) are intended to identify such forward-looking statements. These forwardlooking statements include, without limitation, Foley Trasimene’s and Alight’s expectations with respect to future performance and anticipated financial impacts of the proposed business combination, the satisfaction or waiver of the closing conditions to the proposed business combination, and the timing of the completion of the proposed business combination. These forward-looking statements involve significant risks and uncertainties that could cause the actual results to differ materially, and potentially adversely, from those expressed or implied in the forward-looking statements. Most of these factors are outside Foley Trasimene’s and Alight’s control and are difficult to predict. Factors that may cause such differences include, but are not limited to: (1) the occurrence of any event, change, or other circumstances that could give rise to the termination of the definitive business combination agreement (the “Agreement”); (2) the outcome of any legal proceedings that may be instituted against Foley Trasimene and/or Alight following the announcement of the Agreement and the transactions contemplated therein; (3) the inability to complete the proposed business combination, including due to failure to obtain approval of the stockholders of Foley Trasimene, certain regulatory approvals, or satisfy other conditions to closing in the Agreement; (4) the occurrence of any event, change, or other circumstance that could give rise to the termination of the Agreement or could otherwise cause the transaction to fail to close; (S) the impact of COVID-19 on Alight’s business and/or the ability of the parties to complete the proposed business combination; (6) the inability to obtain or maintain the listing of the combined company’s common stock on the New York Stock Exchange following the proposed business combination; (7) the risk that the proposed business combination disrupts current plans and operations as a result of the announcement and consummation of the proposed business combination; (8) the ability to recognize the anticipated benefits of the proposed business combination, which may be affected by, among other things, competition, the ability of Alight to grow and manage growth profitably, and retain its key employees; (9) costs related to the proposed business combination; (10) changes in applicable laws or regulations; and (11) the possibility that Foley Trasimene or Alight may be adversely affected by other economic, business, and/or competitive factors. The foregoing list of factors is not exclusive. Additional information concerning certain of these and other risk factors is contained in Foley Trasimene’s most recent filings with the SEC and in the Form S-4 (as defined below), including the proxy statement/prospectus/consent solicitation statement filed in connection with the proposed business combination. ALL subsequent written and oral forward-looking statements concerning Foley Trasimene or Alight, the transactions described herein or other matters and attributable to Foley Trasimene, Alight or any person acting on their behalf are expressly qualified in their entirety by the cautionary statements above. Readers are cautioned not to place undue reliance upon any forward-looking statements, which speak only as of the date made. Each of Foley Trasimene and Alight expressly disclaims any obligations or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in their expectations with respect thereto or any change in events, conditions, or circumstances on which any statement is based, except as required by law. Additional information about the business combination and where to find it In connection with the proposed business combination, a registration statement on Form S-4 (File No. 333-254801, as it may be amended or supplemented from time to time, the “Form S-4”) has been filed by Alight, Inc., a Delaware corporation (“ Alight Pubco”), with the SEC. The Form S-4 includes a proxy statement to be distributed to holders of Foley Trasimene’s common stock in connection with Foley Trasimene’s solicitation of proxies for the vote by Foley Trasimene’s stockholders in connection with the proposed business combination and other matters as described in the Form S-4, consent solicitation statements to be distributed to certain direct and indirect holders of Alight, as well as a prospectus of Alight Pubco relating to the offer of the securities to be issued in connection with the completion of the business combination. Foley Trasimene, Alight Pubco and Alight urge investors, stockholders and other interested persons to read the Form 5-4, including the proxy statement/consent solicitation statement/prospectus that forms a part thereof, as well as other documents filed with the SEC in connection with the proposed business combination, as these materials contain important information about Alight Pubco, Foley Trasimene, and the proposed business combination. Such persons can also read Foley Trasimene’s annual report on Form 10-K filed on February 26, 2021 for additional information about Foley Trasimene, including a description of the security holdings of Foley Trasimene’s officers and directors and their respective interests as security holders in the consummation of the proposed business combination. After the Form S-4 has been declared effective, the definitive proxy statement/consent solicitation statement/prospectus will be mailed to Foley Trasimene’s stockholders as of a record date to be established for voting on the proposed business combination and to direct or certain indirect Alight equityholders as of a record date to be established for the submission of written consents to approve the business combination transactions. Stockholders will also be able to obtain copies of such documents, without charge, once available, at the SE C’s website at www.sec.gov, or by directing a request to: Foley Trasimene Acquisition Corp., 1701 Village Center Circle, Las Vegas, NV 89134, or (702) 323-7330. These documents, once available, can also be obtained, without charge, at the SEC’s web site (http://www.sec.gov). alight 3
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Disclaimers (cont’d.) Participants in the solicitation Foley Trasimene and Alight and their respective directors, executive officers and other members of their management and employees, under SEC rules, may be deemed to be participants in the solicitation of proxies of Foley Trasimene’s stockholders in connection with the proposed business combination. Investors and security holders may obtain more detailed information regarding the names, affiliations and interests of Foley Trasimene’s directors and executive officers in Foley Trasimene’s annual report on Form 10-K, which was filed with the SEC on February 26, 2021. Information regarding the persons who may, under SEC rules, be deemed participants in the solicitation of proxies of Foley Trasimene’s stockholders in connection with the proposed business combination will be set forth in the definitive proxy statement/consent solicitation statement/prospectus for the proposed business combination when available. Information concerning the interests of Foley Trasimene’s and Alight’s participants in the solicitation, which may, in some cases, be different than those of Foley Trasimene’s and Alight’s equity holders generally, will be set forth in the definitive proxy statement/consent solicitation statement/prospectus relating to the proposed business combination when it becomes available. No offer or solicitation This communication is for information purposes only and is not a proxy statement or solicitation of a proxy, consent, or authorization with respect to any securities or in respect of the proposed business combination and shall not constitute an offer to sell or a solicitation of an offer to buy the securities of Foley Trasimene or Alight, nor shall there be any sale of any such securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities Laws of such state or jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, or exemptions therefrom. Non-GAAP Financial Measures This presentation includes certain financial information that is not presented in accordance with U.S. generally accepted accounting principles (“GAAP”). These financial measures may exclude items that are significant in understanding and assessing Alight’s financial results or position or the projected results or financial position of Alight Pubco following the business combination. Alight management believes the presentation of these non -GAAP financial measures, when considered together with Alight’s and Foley Trasimene’s results presented in accordance with GAAP, provide useful supplemental information regarding Alight’s operating performance. Because of the Limitations of non-GAAP financial measures, you should consider the non-GAAP financial measures in this presentation in conjunction with Alight’s and Foley Trasimene’s audited financial statements and the related notes thereto. Reconciliations of these non-GAAP financial measures to their most directly comparable GAAP financial measures are set forth in the Appendix. 4 alight
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Alight overview & growth strategy Stephan Scholl Chief Executive Officer alight
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Our transformation q-D ub Technology-Led Outcomes One Alight organization driven by BPaaS strategy 6 alight
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Confluence of factors influencing the future of the workplace Healthcare Total Workforce Regulatory Globalization affordability well-being mobility compliance Healthcare 61 % of workers 1 in 3 workers in 83% of companies are 70+ updates passed deductibles growing cannot retire at alternative work planning to expand since Affordable 8x faster than wages desired age arrangements globally, 50% of which Care Act use an external provider The pandemic has magnified and accelerated these trends Sources: Alight Solutions, Kaiser Family Foundation, The Wall Street Journal, Upwork, Key Bank Capital Markets. alight
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Our mission-critical solutions enrich employee well-being, helping global organizations achieve a high-performance culture Deliver and Help consumers administer Enable financial Support Personalize navigate the personalized security and employers benefits healthcare benefits & wellness globally & payroll ecosystem payroll
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Alight’s BPaaS solutions deliver superior ROI and outcomes for clients Our Business Process as a Service (BPaaS) model brings together SaaS capabilities and an automated service delivery model with data & Al Alight’s BPaaS solutions and integrated employee engagement platform help clients manage their total cost of people while improving employees’ total wellbeing Our solutions deliver superior outcomes for clients and their employees with an associated guaranteed ROI
Personalization Automated service delivery Data & Al BPaaS SaaS technology 9
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BPaaS outcomes for key Fortune 500 clients Software and technology Food products distributor Industrial and safety company and marketer supplier After 6 months live with After 6 months live with After 6 months Live with Alight’s solutions: Alight’s solutions: Alight’s solutions: 55% +10 points $620 33% 24% 92% utilization healthcare of in of perceived benefits per value average healthcare healthcare utilization of healthcare utilization of employee satisfaction navigation (trending toward tools employee survey household savings per navigation tools tools navigation with navigation healthcare utilization) 100% annual experience $7M +79 15% 22% $654 150% ROI year in projected healthcare first -Net (N PS) Promoter for concierge Score diabetes engagement health in engagement mental health in healthcare average projected first year in cost savings support programs programs savings household per 10 alight
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What sets us apart Leading provider of end to end, mission-critical benefits and payroll solutions BPaaS model, driven by unparalleled data and actionable Al Massive installed base and TAM to support long-term growth, fueled by macro tailwinds Strong recurring revenues and cash flows with significant margin expansion potential 11
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Alight: A category of one in human capital management 30M+ 14% 1 Syrs 96% -4,300 employees and family of U.S. work -avg. client avg. revenue clients members covered force served tenure1 retention2 70% $2.713 -81% $564tyl of the Fortune 100 and 50%+ of the 2020 revenue annual recurring 2020 adjusted Fortune 500 are Alight clients revenue3 EBITDA Source: Company financials (December 31, 2020). 1 Top 25 clients by revenue. 2 Retention defined as prior year’s active client revenue compared to the following year. 3 Recurring revenue defined as Employer Solutions Subscription revenue plus Professional Services Subscription revenue (excluding impact of Hosted business). 12 alight
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One Alight: Bringing mission-critical solutions together One Alight Employer solutions 84% of revenue1 Solutions to manage health & wealth benefits, and payroll for employers and employees Benefits administration Health administration & navigation Health savings & reimbursement accounts Dependent verification Defined benefit & contribution administration Participant advisory & wellbeing Payroll & HR management HR data management & cloud services Global payroll Professional services 13% of revenue1 Solutions to manage the workforce from the cloud Cloud deployment solutions (CDS) Cloud application services (CAS) Source: Company financials (December 31,2020). 1 Based on FY20 Revenue. Excludes Hosted business (expected to be ~1% of total revenue in 2021 and is scheduled to sunset in 2023). 13
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BPaaS solutions 2021 Currently available BPaaS solutions BPaaS solutions coming this year Health benefits administration leveraging SmartBen Market place Healthcare navigation Clinical navigation Financial wellness Next best dollar Al Global payroll leveraging hrX Al-driven employer insights Comprehensive CAS Global total communication statement offering Analytics BPaaS Bundles: combinations of existing and new BPaaS offers with an associated guaranteed ROI Total health bundle Financial wellness bundle Payroll services bundle 202% YoY growth in BPaaS bookings TCV (Total Contract Value) from Q1 ’20 to Q1 ’21 Alight 14
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Across industries, the world’s leading brands partner with Alight @ � 13% PEPs1co o,IJ!ln 8 0 dpdgroup THALES Cffi revenue mix by n�����. �af}1off. industry AstraZeneca4 �\Iv Raytheon � 20% V Technologies CardinalHealth 8)westinghouse Consumer & Retail Financial Services Energy & Industrials Technology, Media & Telecommunications Life Sciences & Health Care Other 15 alight
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Alight’s scale generates unique insights via unparalleled access to proprietary data sets Deliver 200M+ Managed 200+ $1298 in total payroll Serve clients in customer interactions implementations for processed and over 100+ countries a year clients in 2020 $458 in total taxes paid and filed in 2020 16 alight
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Focused on technology transformation to drive BPaaS-Led offerings Phase 0: Foundation Build breadth and size 2017-2019 Market Leading benefits platform Significant data pools on 30M+ participants Longstanding and embedded client relationships Phase 1: Outcome & ROI Aggregate products and services to BPaaS offers 2020-2021 UPoint2.0 One Alight—engagement model 5 New BPaaS offerings Cost guarantee (ROI) Data & Al capabilities 2021 + Software and Al-focused solutions Standardized, scalable, next-generation platforms - Health cloud - Wealth cloud - Payroll cloud SaaS capabilities Data & AI capabilities Standardization & automation of services Customer engagement 17 alight
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Our technology vision Intuitive employee Powerful employer Flexible administration experience results and configuration
All HR in one place Al-driven, actionable insights Streamlined integrations Seamlessly multi-channel Integrated control center Simple configuration changes Deep personalization and Full self-service capabilities Robust templates & content contextual messaging Data and file transparency Bundled integrated solutions Rich integration of your HR ecosystem Better experience, better technology, driving engagement 18 alight
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The Alight Worklife platform supports our integrated offer Analytics and Al < Visibility into multiple information sources Personalized and predictive, leveraging human and artificial intelligence Ability to provide industry insights and benchmarking Turn insights into action Transaction engine â—„ Optimization and automation Highly configurable Changing behavior to improve costs and outcomes > Customer experience and engagement Seamless, frictionless interactions Single point of contact to access fullsuite of services Integration Ability to integrate to external applications Access to external data to drive integrated insights Access to data via real-time API Alight 19
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What’s next? Upcoming technology releases 2H20 1H21 2H21 1H22 Alight Worklife platform Web release Employer tooling alight Extended Core Additional Benefits £ BoncftPra Si®|xxt E* logout $2000 $3500 Hove you chosen a beneficiary? lorem Ipsum health Mobile release New benefits engine R1 Global payroll engine (GPE) R1 Platform 1H22 release (including web & mobile) GPE R2 Two major platform releases per year starting in 2022 alight 20
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Our commercial strategy is focused, bringing One Alight to our clients r:J. Added 30% more sales and support roles in 1 H21, including inside sales to improve lead conversion :2� New strategic accounts team dedicated to top 250 clients eC]� Dedicated new logo team cy> Capture the -$1.3B cross-sell opportunity by bringing together multiple BPaaS products on one platform JJt High-performance and growth-oriented culture � 21
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CASE STUDY BPaaS: Global medical technology company Situation Alight BPaaS Solution Client Results Long-tenured global medical technology company with 22K benefit-eligible employees Two significant acquisitions in 5 years; client faced pressure to stabilize or reduce medical costs, while keeping coverage affordable Employee confusion around plan options led to lower engagement and inefficient use of benefits Strong competition for talent shifting workforce demographics and expectations BPaaS Total Health Bundle - Navigation - OneCard - Hype Enhanced access to and utilization of healthcare Changed employee behavior to boost preventative care uptake, reducing long-term costs and improving outcomes $10.5M TCV of solution $6.2M Annual guaranteed savings 83% Employee satisfaction 22 alight
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One Alight: The only end-to-end integrated platform One Alight competitive advantage Deliver & administer + Help consumers navigate /!Ji+ Enable financial security Deliver scalable Support employers & personalized benefits + + the healthcare ecosystem � and wellness payroll employees globally i ... Health Medicare Healthcare Wealth Cloud Global HCM cloud advisory administration enrollment navigation administration payroll payroll & deployment � eHealth >Accolade � � � accenture BENEFITFGCUS’ GoHealth’ �11/� � onesource Deloitte. � � Cast11ght VIRTU,.,L ,f/sdworx �/!\� EMPOWER bswift’ H�Q�.i;; Rl:TIREMENT =�= ——— = � businessolver Quantum· A.flt!.tJ.li.fy. HEAL H �—-J’f� CONDUENTA 0 SELECTC}!JOTE Vanguard· MERCER . � VI\MA I raet ..... ... VOY� Towers Willis Watson TAM -$8.8B -$9.0B -$8.3B -$8.4B -$17.SB -$5.0B -$3.3B Sources: Alight Solutions, NelsonHall, PwC Strategy&. 23 alight
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Experienced team with track record of technology-led transformation Stephan Scholl
Chief Executive Officer Katie Rooney Chief Financial Officer Cathinka Wahlstrom President & Chief Commercial Officer Colin Brennan Chief Product Strategy & Services Officer Greg Goff Chief Products & Technology Officer ED Auriemma Chief Operations Officer Cesar Jelvez Chief Customer Experience Officer Dinesh Tulsiani Chief Strategy Officer Paulette Dodson General Counsel Michael Rogers Chief Human Resources Officer 24 alight
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Financial profile Katie Rooney alight Chief Financial Officer 25
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Long-term embedded contracts Highly recurring and diversified revenue profiles Profitable and sustainable growth with significant and clear BPaaS benefit Transformation drives significant operating leverage Established platform with upside from M&A 3-5 year contract length 96% revenue retention1 -15 years avg. client tenure2 Consumer & Retail Average uplift of 1.5x annual recurring revenue on bundled health BPaaS deals4 Bookings by 2023 Employer solutions & Health Media & Telecom Energy & Industrials Adjusted Strong FCF generation and 3.Ox net leverage ratio6 to support opportunistic M&A Large, global, and fragmented pool of acquisition targets Proven ability to integrate and cross-sell new solutions to Alight’s large clients (e.g., Compass) Seasoned team and unique culture with ability to integrate and empower founders Source: Company financials (December 31,2020). Note: See Appendix for non-GAAP reconciliation. 1 Retention defined as prior year’s active client revenue compared to the following year. 2 Top 25 clients by revenue. 3 Recurring revenue defined as Employer Solutions Subscription revenue plus Professional Services Subscription revenue (excluding impact of Hosted business). 4 Based on sold BPaaS bundles. 5 Adjusted EBITDA does not include public company and stock-based compensation costs. 6 Calculated based on December 31,2020 debt less anticipated debt paydown post-SPAC transaction and our trailing twelve month Lender Run Rate Adjusted EBITDA of $621 million. 26
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Expected ramp in recurring and BPaaS revenue to drive growth %recurring revenue’ 80% 80% 79% 81% 81% 82% 84% ; Revenue ex-Hosted ($M}2 $3,235 $2,909 $2,656 $2,720 $441 $2,385 $400 $2,079 $2,193 $368 $284 .. . 141 $198 • : r.i $2,230 $2,509 $1,830 $2,051 $2,075 $1,635 $1,7 12 2017A 2018A3 2019A 3 2020A 2021E 2022E 2023E %BPaaS revenue2 ,\ Employer Solutions +’ Subscription Project : Professional services Source: Company financials (December 31, 2020). 1 Recurring revenue defined as Employer Solutions Subscription revenue plus Professional Services Subscription revenue (excluding impact of Hosted business). 2 Excludes Hosted business (expected to be -1% of total revenue in 2021E and is scheduled to sunset in 2023E). 3 2018 and 2019 revenue categorization has been adjusted to align with our current reporting structure. 27 alight
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We have multiple levers to drive top-line growth One Alight New logos M&A alight -$1.38 -$608 -$208 Average uplift of 1.Sx annual Total addressable market of Proven track record of disciplined recurring revenue on bundled over $60B and just -6% share in M&A and successful integrations health BPaaS deals1 mid-market $ Every 10% increase in cross-sell—20B in new TAM, -2,500 new Every 1% market share gain clients, and -2.SM+ participants equates to $130M in revenue in the mid-market equates to added since 2017 $60M in revenue New solutions BPaaS expansion through new products, Clinical navigation, benefits marketplace, segments and geographies and Next Best Dollar Al 1 Based an sold BPaaS bundles. 28 alight
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BPaaS drives add-on purchases and higher value per customer BPaaS bookings (TCV) trajectory BPaaS Bookings Bookings (excL BPaaS) -46% CAGR ARR (Health) Direct margin % ROI guarantee Offer Current $1.2M 16% Future $2.4M 24% 150% ARR (Payroll) Direct margin % Offer Current $2.2M 25% Future $3.8M 25% ARR (Health) Direct margin % ROI guarantee Offer Current $3.4M 39% Future $4.8M 43% 150% Services Current Future Services Current Future Services Current Future Benefits admin Global payroll Benefits admin Navigation HRX engagement platform Navigation Hype Hype One-Card/BSR One-Card / BSR Note: ARR: Annual Recurring Revenue, BSR: Benefit Smart Routing; ROI Guarantee is a multiple of Alight fees charged to the client, based on expected total cost savings to the client. 29
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Significant upside as BPaaS becomes a greater portion of mix BPaaS revenue 2017-2023E TCV of BPaaS bookings {$M)
$41M $13M Q1’2020 Q1’2021 TCV of total bookings $327M $2 84M Q1’2020 Q1’2021 BPaaS will accelerate implementation and revenue rec ognition 2017A 2018A 2019A 2020A 2021E 2022E 2023E Future Prospecting Sale/Signi ng Implementation % BPaaS revenue’ ——- Current: 12-18 months—- - 3% 23% 0%-fi BPaaS: 6-9 months 1 Excludes hosted business. 30 alight
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Revenue benefits, cost reductions support margin expansion Gross margin 1.4 % 38.7% 2.0% 34.6% (1.5%) 2.0% - 33.4% (1.6%) (1.9%) 3.7% � � � 1 Sa Sb 6 2019 Investments M&A COVID Optimus& 2021E New BPaaS Optimus& 2023E impact operating BPaaS conversions operating leverage sales (existing leverage Revenue 7% 1% book) 10% growth Phase 1 Phase 2 Investments: Technology and product investments ($38M)1 Sa Launch of cloud platforms will drive reduced implementation time and M&A: Integration of Hodges-Mace, NGA, and Choice Health at lower margins ongoing costs through standardization Covid impact: Covid impact on revenue ($95M) Sb Faster sales to revenue conversion with product licensing upfront Optimus & operating leverage: One Alight delivery model driving 6 30% reduction in cost to serve through standardized, pre-configured next -efficiencies (net $92M) gen product suite—automated and self-serve capabilities & easier tooling Source: Company financials (December 31, 2020). Note: Revenue growth reflected on a year-over-year basis. 1 Excludes $SM of capitalized investment. 31 alight
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Recurring revenue model supports strong EBITDA growth Sustained steady EBITDA and margins ($M, %) $768 $640 $596 $600 $576 Adj. EBITDA 1 $479 2017A 2018A 2019A 2020A 2021E 2022E 2023E Adj. EBITDA 21% 24% 23% 21% 22% 22% 24% margin1 Technology and commercial investments drive operating leverage and long-term EBITDA margins of 30%+ Source: Note: See Company appendix financials for non-GAAP (December reconciliation. 31, 2020) . 12021-2023 Adjusted EBITDA and Adjusted EBITDA margin does not include public company and stock-based compensation costs. 32 alight
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$7.3 billion Foley Trasimene transaction strengthens capital structure Sources & uses ($M) Proforma ownership1 Sources SPAC cash in trust $1,035 Forward purchase agreement 300 PIPE investment (incl. $250M from Cannae and $1SOM from FNF) 1,550 Shares to SPAC Existing Alight shareholders rollover equity 2,267 Rollover existing debt 2,276 Shares to FPA Cash from balance sheet 448 Total sources $7,876 Shares to PIPE Uses Shares to sponsor Debt paydown $1,864 Cash consideration to existing Alight shareholders 1,000 Ro llover shares to Existing Alight shareholders rollover equity 2,267 Rollover existing debt 2,276 existing shareholders Cash to balance sheet 360 28.8% Estimated fees & expenses’ 109 Total uses $7,876 Foley Trasimene, Blackstone and Alight partnering to drive value Note: See appendix for non-GAAP reconciliation. 1Assumes no redemptions. Shore count includes 226.7 million seller shares, 103.5 million SPAC shares, 30.0 million FPA shares, 155.0 million PIPE shares (including 25.0 million PIPE shores to Cannae ond 15.0 public, million FPA and PIPE private shares placement to FNF) and warrants 23.3 million struck founder at $11.50 shares. (including Excludes shares impact issued of 15.0 in respect million of seller pre-business earnout shares combination (50% eorned vested ot and $12.50 unvested ond profits 50% eorned interests) ot $.15.00) . Excludes impoct of 59.6 million 33 alight
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Pro forma capital structure provides significant deleveraging and additional flexibility Pro forma net leverage ratio1 of 3.Ox; 45% debt reduction provides $100M+ annual interest expense savings Higher free cash flow enables continued investments in organic growth and strategic M&A Reviewing opportunity to increase revolver capacity, extend maturities, and lower borrowing margin Current $, in millions 1,976 [GRAPHIC APPEARS HERE] Pro forma $, in millions 1,976 [GRAPHIC APPEARS HERE] Source: Company financials (December 31,2020). 1 Calculated based on December 31,2020 debt less anticipated debt paydown post-SPAC transaction and our trailing twelve month Lender Run Rate Adjusted EBITDA of $621 million. 2 Excluding Letters of Credit of $12M. 34 alight
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CASE STUDY M&A: Driving success in healthcare navigation <* COMPASS i Healthcare Redefined. Acquired in 2018 ~$35M in revenue at acquisition, across 1,700+ clients, 2M+ members Best-in-class healthcare navigation: High-tech + high-touch Enhanced Alight’s solution set by improving quality of care, reducing employer costs Platform for future expansion into fast- growing area of clinical care guidance, with ~$3B TAM and -20% CAGR Success in integrating solutions and cross-selling E 25-35% Average standalone Compass utilization 0 75-90% Utilization when connected with Alight’s Benefits Admin platform ~$60M in incremental cross-sell sales1 of the Compass solution to 30 existing Alight clients since acquisition Synergies equal to -20% of total cost base Critical to delivering ROI savings from Alight’s health BPaaS bundle Higher engagement, more touchpoints Better employee experience and healthcare decisions, reduced expense Savings exceeding 1.5x the price of the platform 1 First year value of sales. 35 alight
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Four thoughts we want to leave you with today 1 Our cloud-based technology, recurring revenue model, and blue-chip customer base provide stability and a solid foundation 2 Our transformation, shift to BPaaS, and addition of new segments, products and geographies will unlock profitable growth 3 Our strategy is driving improved ROI for employers and better outcomes for employees, and we have tangible examples of both 4 Our strong balance sheet and new public currency will enable us to accelerate our evolution 36
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Q&A 37 alight
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Appendix 38 alight
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Financial summary Summary revenue build 2017-2023E ($M) Historical Projected $M, unless otherwise stated 2017A 2018A 2019A 2020A 2021E 2022E 2023E Subscription 1,635 1,712 1,830 2,050 2,075 2,230 2,509 Project 302 284 271 237 245 238 240 Employer solutions revenue 1,938 1,996 2,101 2,287 2,320 2,468 2,749 growth% 3.0% 5.3% 8.9% 1.4% 6.4% 11.4% Subscription 23 33 55 108 138 168 199 Project 118 165 230 260 262 273 287 Professional services 141 198 284 368 400 441 486 growth% 39.8% 43.8% 29.6% 8.6% 10.3% 10.1% Revenue (ex-Hosted) 2,079 2,193 2,385 2,656 2,720 2,909 3,235 growth% 5.5% 8.7% 11.4% 2.4% 7.0% 11.2% Plus: Hosted revenue 222 184 167 72 40 35 0 Total revenue 2,301 2,378 2,552 2,728 2,760 2,945 3,235 growth% 3.3% 7.3% 6.9% 1.2% 6.7% 9.9% BPaaS 58 88 158 334 363 509 743 Non-BPaaSrevenue 2,243 2,290 2,394 2,394 2,397 2,436 2,492 Total revenue 2,301 2,378 2,552 2,728 2,760 2,945 3,235 growth% 3.3% 7.3% 6.9% 1.2% 6.7% 9.9% Source: Management model. 39 alight
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Financial summary (cont’d.) Key financial items 2017-2023E ($M) Historical Projections $M, unless otherwise stated 2017A 2018A 2019A 2020A 2021E 2022E 2023E Memo: Toto/ revenue 2,301 2,378 2,552 2,728 2,760 2,945 3,235 Employer solutions 756 773 726 802 889 1,099 Professional services 51 67 106 124 139 154 Gross profit (ex-Hosted) 807 840 832 926 1,028 1,252 margin% 36.8% 35.2% 31.3% 34.1% 35.3% 38.7% Plus: Hosted 44 44 3 (6) (10) 0 Total gross profit 851 883 834 921 1,017 1,252 margin% 35.8% 34.6% 30.6% 33.4% 34.5% 38.7% SG&A (467) (436) (495) (528) (548) (646) Adiustments1 143 81 133 95 49 30 Adjusted EBIT 527 528 473 488 518 636 margin% 22.2% 20.7% 17.3% 17.7% 17.6% 19.7% Adjusted EBITDA2 (ex-Hosted) 423 540 566 564 606 650 768 margin% 20.3% 24.6% 23.7% 21.2% 22.3% 22.3% 23.7% Plus: Hosted EBITDA 2 56 36 31 0 (6) (10) 0 Adjusted EBITDA 479 576 596 564 600 640 768 margin% _ 20.8% 24.2% 23.4% 20.7% 21.7% 21.7% 23.7% Capex (58) (86) (90) (114) (135) (147) (162) Free cash flow $421 $490 $506 $450 $465 $493 $607 Source: Management model. 1 Adjustments for stock-based compensation, transaction related expenses separation costs, non-recurring professional expenses transformation initiatives, restructuring and other. 2 Projected Adjusted EBITDA for 2021-2023 excludes public company and stock-based compensation expenses. 40 alight
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Reconciliation of historical adjusted EBITDA Reconciliation of historical financials $M, unless otherwise stated 2017A 2018A 2019A 2020A 2 3 4 5 6 7 1 Net Income (Loss) Interest expense, net Income tax expense Depreciation Intangible amortization ($103) 234 9 91 200 $41 114 34 50 142 $22 224 16 68 185 ($21) 208 17 49 180 GAAP EBITDA $381 $433 $515 $431 Share-based compensation 70 14 9 5 i Adjusted EBITDA (pre-restructuring) $391 $447 $524 $436 ; i i Adjustments to Adjusted EBITDA Transaction-related expenses Separation from Aon expenses Non-recurring professional expenses Transformation & Restructuring Other SEC Adjustment Adjusted EBITDA 36 16 0 28 15 (7) 1 49 1 52 27 (D $479 $576 0 0 14 37 40 (19) $596 0 0 0 85 40 3 $564 Key commentary 1 Share based compensation awarded to employees 2 Includes expenses related to third-party consulting, financing costs, legal expenses and other incremental costs incurred to complete the separation 3 Expenses related to establishing Alight as a stand-alone company following the separation from Aon 4 Costs related to the postponed initial public offering 5 Severance, data center enhancement, and other charges related to the restructuring program that commenced in 2019 6 Expenses related to long term incentives, M&A and other activities 7 SEC adjustment made to comply with PCAOB audit standards for historical periods 41 Source: Management model. alight
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Reconciliation of projected adjusted EBITDA Reconciliation of projected financials $M, unless otherwise stated 2021E 2022E 2023E 1 2 Net Income (Loss) pre-SBC1 Interest expense, net2 Cost to extinguish debt3 Income tax expense Intangible amortization Depreciation Unadjusted EBITDA4 $9 112 76 3 201 112 $513 $121 112 0 42 201 122 $598 $221 111 0 78 201 132 $743 Key commentary 2 Projections exclude SBC; LTIP compensation program will continue to impact earnings per share going forward Expenses related to the Optimus restructuring program, including: Adjustments to EBITDA LTIP Compensation I TjOptim u s In vest men t _ _ [Adjusted EBITDA (pr^-restructuring adjustments)4 14 28 16 26 25 0 Consolidation of case management tools driving improved client engagement $555 $640 $768; Write-downs of Al technology that is being replaced under new strategy 3 4 5 Adjustments to Adjusted EBITDA Transformation & Restructuring Other rSEC Adjustment [Adjusted EBITDA4_ _ 44 1 0 0 0 0 0 0 0 3 $600 $640 Costs associated with moving to the Cloud Severance, M&A integration and other charges related to the restructuring program that commenced in 2019 3 Restructuring Detail 4 Expenses related to M&A and other activities Severance Advisor Costs Real Estate IBM Write-Off M&A 35 4 5 0 0 0 0 0 0 0 0 0 5 SEC adjustment made to comply with PCAOB audit standards for historical periods 0 0 0 Source: Management model. Note: Excludes incremental costs relating to management and administration as a publicly listed entity. 1 Net income before tax-affected SBC at tax rate 26% in 2021E-2023E; projected SBC has no dilutive impact on pro forma transaction. 2 Reflects estimated impact of annualized pro forma interest rates for 2021E as well as swap breakage costs arising from the transaction. A 0.125% variance in the weighted- 42 average variable interest rates would result in a ~$3M change in income before income taxes annually. Actual interest rates may vary from those depicted. 3 Based on analysis of the treatment for the extinguishment of current TL/unsecured debt and hedges, excluding bond repurchase costs. 4 Excludes public company and stock-based compensation expenses.
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Thank you
| This ‘425’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
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| Filed on: | 4/13/21 | 8-K | ||
| 2/26/21 | 10-K | |||
| 12/31/20 | 10-K, 10-K/A | |||
| List all Filings | ||||
