Ladies and gentlemen, thank you for standing by, and welcome to the FIS conference call. At this time, all lines are in a listen-only mode. Later, we'll conduct a question and answer session, and instructions will be given at that time. If you should require assistance from an operator, please press star then zero. As a reminder, today's conference is being recorded. I'd now like to turn the conference over to Pete Gunnlaugsson. Please go ahead.
Thank you, Ryan. Good morning, everyone, and thank you for joining us. With me today are Gary Norcross, chairman, president, and CEO of FIS, and Woody Woodall, FIS chief financial officer. Today's news release and supplemental presentation are available on our websites at fisglobal.com and worldpay.com respectively. Turning to slide two. Today's remarks will contain forward-looking statements. These statements are subject to risks and uncertainties as described in the press release and other filings with the SEC. The company undertakes no obligation to update any forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by law. Please refer to the safe harbor language. Turning to slide three. Participants in the solicitation should also refer to the additional information provided regarding regulatory filings with the SEC and how to easily obtain copies of these filings moving forward.
Please note that our presentation today is neither an offering of securities nor solicitation of a proxy vote. Information discussed today is qualified in its entirety by the registration statement and joint proxy statement that FIS and Worldpay will be filing with the SEC in the future. A replay of this call will be made available following the filing of today's transcript with the SEC. Please refer to today's press release for information regarding the replay. Finally, the team will be taking a few questions after prepared remarks. With that, it is my pleasure to turn the call over to Gary to discuss today's announcement. Gary?
Thank you, Pete, and good morning, everyone. We appreciate you joining us this morning for such an exciting announcement. Today is a great day for FIS and Worldpay, our clients, our employees, and our shareholders. I'm pleased to be joined today by FIS CFO Woody Woodall, Worldpay Executive Chairman and CEO Charles Drucker, and Worldpay CFO Stephanie Ferris. Woody, Charles, and I have some prepared remarks, and then we'll open the call for Q&A. Before we begin, and on a personal note, with every meeting Charles and I have had, he talked about the culture as well as the talented employees that have driven the success at Worldpay. It really excited me through this process because I feel the same way about FIS. To the employees of Worldpay, I look forward to meeting you soon.
The opportunities in front of us as a combined company are exciting, as a person who has spent almost 31 years at FIS, I'm excited about the career opportunities this will present to you as we boldly lead finance and commerce forward together. Starting on slide five. As we have discussed over the years, mergers and acquisitions have been and will continue to be a key component of our overall strategy. We have never wavered on our strategy, which is to build the broadest solution suite of financial services in the industry to enable our clients to leverage those capabilities to grow their businesses in this highly competitive world. This has never been more at the forefront of our thinking than today, given the massive change that is occurring throughout the industry, driven by modernization and innovation.
Based on that, I'm extremely pleased to share with you the strategy on FIS's combination with Worldpay. This combination brings together the number one global fintech provider with the number one global acquirer and industry leader in e-commerce and integrated point-of-sale, and one of the world's premier payment technology companies. This is a significant combination for us and a bold and exciting milestone which brings together two great companies empowering financial institutions, capital markets, and businesses in a new global community. We've been following Worldpay's success for several years and have been impressed with the business they have built. Their solution set and client-focused nature is all very complementary to FIS and our ongoing strategy. The size and scale of our combined community will allow us to accelerate the future of finance and commerce on a global basis, but with the personalization needed to meet the rapidly evolving demands locally.
This vision will be driven by the industry's broadest and most modern portfolio of enterprise banking, payments, and capital market solutions. We will serve clients in the highest growth and geographically diverse markets. With a similar business model to FIS, Worldpay brings large-scale capability, a global delivery model, strong leadership, a client-focused culture, and a highly talented employees dedicated to serving the financial services and payment industries. All this combined makes this a meaningful strategic addition to FIS and accelerates our organic growth trajectory on day one to approximately 6%. Together, our industry-leading technology and global distribution channels will immediately accelerate our revenue growth profile across both banking and retail communities. It will also offer a best-in-class solution suite to our clients by giving them a wider portfolio of digital assets that accelerate their revenue streams and create better engagement with their customers.
Additionally, it offers data intelligence to decrease fraud and improve the connectivity of consumers and businesses with their financial institutions. In addition to the solution and financial benefits of the combination, as with all our historical large merger and acquisitions, we are equally excited about the significant talent that will be joining FIS. Worldpay's leadership team and their more than 8,000 employees have an impressive track record of innovation, integration, and synergy achievement and will be a strong addition to our team. These are all proof points to a winning formula for value creation for clients, employees, and shareholders. Turning to slide six.
Upon closing, our two powerhouse organizations will unite forces to become a global financial technology leader, offering a unique combination of scale, global presence, and the industry's broadest range of financial and payment solutions for the modern buyer, with a combined revenue of more than $12 billion and approximately $5 billion in EBITDA. The combined company will operate under the FIS name and will be headquartered in Jacksonville, Florida. We will be streamlining and simplifying our organizational structure around financial institutions, capital markets, and merchant payments, where our merchant payments business will operate under the Worldpay brand. Moving to slide seven. Given the combined investment in innovation from both organizations over the past several years, our new organization will have an innovation trajectory that is well ahead of the rest of the industry, since both companies are in market today with highly differentiated and modernized next-generation solutions.
Through these efforts, we are driving strong value creation in areas that have the biggest market need across all our clients. These needs cover a wide array of demands, including loyalty as a service, fraud optimization, faster payments, and data-driven offerings, among others. We are leveraging emerging technologies and open API-based architectures to better leverage our development across solutions, thus driving superior profitability gains. We expect to further accelerate these gains after closing. Turning to slide eight. Through this combination, we are also creating distribution scale with an integrated network consisting of more than 3,000 direct sales force and more than 1,000 technology partners. Collectively, this creates a global distribution network, which we believe will accelerate organic revenue growth from 6% to as high as 8%-9% over the three-year plan. Turning to slide nine.
When you think about the acquiring side of payments, clearly e-commerce is the highest growth area, and Worldpay is the number 1 global e-commerce provider. They have attained this position by offering best-in-class payment capabilities, serving the highest secular growth markets, leveraging global scale and reach with localized expertise. They support more than 300 payment types across the globe in more than 120 currencies, offering market-ready capability and significant revenue generation. FIS will further accelerate this growth by providing access to emerging markets such as India and Brazil. Turning to slide 10. Our clients continue to look to FIS for new capabilities that will enable them to compete in the increasingly complex environment. With that as a backdrop, during the process leading up to this announcement, our teams identified significant revenue opportunities resulting from this combination of at least $500 million.
This opportunity will drive significant value for our clients through new innovative solutions and more integrated services resulting from leveraging the strengths and capabilities of the combined companies. The new revenue focus areas include expanded global offerings for merchants with innovative e-commerce solutions, deeper and broader solutions for financial institutions such as fraud tools, payment processing, and a global merchant referral network, and enhanced and innovative payment solutions creating a faster payments community for high-volume retail and high-value commercial payments. These are just a few of the immediate opportunities to drive new revenue streams, which will accelerate our growth profile. As you can see, we are excited about this opportunity. Before we take questions, I'd like to turn it over to Charles for a few remarks. Charles, welcome.
Great. Thanks, Gary. I'm excited to be here today on what is a major milestone in the history of the payment industry. As Gary said, the rapid advances in technology have created new opportunities to add even more value to our clients and partners, and to really change the face of payments for a generation. This industry has come a long way from the short period of time, from imprinted carbon papers at the point of sale to frictionless payments via e-commerce, where you can buy anything, anywhere, in any currency. Together with FIS, I believe that Worldpay will be able to accelerate the realization of our strategic vision of enabling e-commerce growth, creating even more reach and value for our clients, partners, and shareholders worldwide. Bringing together our technologies and our talented people will set us up to deliver a new standard of excellence and innovation in the industry.
With our teams, I'm really excited about what we have accomplished together faster than we could do it on our own. Gary, I really look forward to working with you and the team.
Thanks, Charles. We're really looking forward to working with you and the broader Worldpay team as well. Together, we will define the new standard of excellence to shape finance and commerce. Now I'll turn the call over to Woody for financial highlights of the transaction. Woody?
Thanks, Gary, and thanks, everyone, for joining us. As Gary mentioned, we're very excited about the journey ahead of us. Turning to slide 12. The power of combining these market-leading companies positively and meaningfully transforms our financial profile. Not only does it give us greater scale and capability across financial services, this combination drives significant value creation for our shareholders through both revenue and cost synergies. One of our core competencies is integrating large-scale M&A deals, and we're ready to bring these companies together to drive enhanced capabilities to our clients and to extend and broaden our reach into the fast-growing global e-commerce markets. Our financial profile has improved in several ways. First, our organic revenue growth will increase by adding Worldpay revenue growth and synergies.
We expect our organic revenue growth to increase to 6%-9% over the next three years on a significantly larger base of total revenue. Second, we expect $400 million of cost synergies that will continue to drive incremental margin expansion. Higher revenue growth, combined with the realization of the cost synergies, will drive our pro forma EBITDA margin to increase 500 basis points over three years post-close. Third, the enhanced revenue growth and margin profile will significantly increase our free cash flow, almost doubling the combined company free cash flow to nearly $4.5 billion by the end of three years. All these improvements will be done while maintaining a very strong balance sheet. That will be delevered back to approximately 2.7 times in 12-18 months following the close of the transaction.
Due to the complementary nature of the two businesses, the $500 million in revenue synergies over the next three years are greater than our cost synergies and will drive an incremental 150 basis points or more to the revenue growth of the pro forma combined company. During diligence, we built out specific work streams with executive ownership and accountability, and we'll program manage these opportunities with the same rigor we use in executing cost synergy plans.
To give you some more color on these revenue synergies, we have clear line of sight on global expansion of payment solutions in high growth markets such as India and Brazil, where we have existing presence at scale, enhancing fraud solutions and increasing authorization rates for our customers, driving significant increase in dollar volumes processed, cross-selling of payment processing, enabling faster payment initiatives and alternative payment types, and expanding into B2B commercial payments and capturing the high demand for data analytics and insight. We are highly confident in our ability to achieve these revenue synergies. We also expect to generate significant cost savings through the transaction. Through the functional alignment efforts and strong program management, we're announcing $400 million of cost synergies from the combined company.
The primary areas where we will obtain our cost savings are operational synergies as we combine issuing and acquiring capabilities from both companies, technology integration as we drive efficiencies in technology and data center costs, and corporate costs through functional alignment of the combined company. The combination of these revenue and cost synergies will drive $700 million of incremental run rate EBITDA by the end of three years. Turning to slide 13. We traditionally have built robust action plans to execute and integrate large-scale transactions. As we have discussed in the past, you cannot underestimate the importance of cultural fit if you want to successfully integrate companies. Our management teams collectively have a very strong track record of exceeding synergy targets.
Our teams have worked well together leading up to the announcement of this transaction, and our conviction on being able to execute our synergy plan successfully was strengthened during the process. Turning to slide 14. The scale of the combined company is significant. Pro forma 2018 results include over $12 billion in revenue, $5 billion in EBITDA, and $2.4 billion of free cash flow. In 3 years, we expect approximately $15 billion in pro forma revenue, growing at high single digits and almost $7 billion of EBITDA. Revenue and cost synergies are expected to drive pro forma margins into the mid-40s, and most importantly, these dynamics will almost double our free cash flow to $4 billion-$4.5 billion, approaching 30% of revenue conversion with full run rate synergies. Turning to slide 15. Accelerated growth at scale will drive significant returns.
Today, FIS is growing organic revenue at approximately 4% on over $8 billion. The combination of FIS and Worldpay will improve organic revenue to 6% day one on over $12 billion. The combination of Worldpay and revenue synergies will drive organic growth to high single digits by the end of the 3-year synergy plan, generating approximately $15 billion of revenue. This growth at scale drives increased margin expansion and significant cash flow generation. The accelerated revenue growth is one of the most exciting benefits of the combination. Turning to slide 16. As you saw in this morning's announcement, we will fund the transaction through a combination of equity and cash. Worldpay shareholders will receive 0.9287 shares of FIS stock and $11 in cash for each share of Worldpay stock.
FIS shareholders will own approximately 53%, and Worldpay shareholders will own approximately 47% of the combined company on a fully diluted basis. The combined company will be governed by a 12-member Board of Directors, consisting of seven individuals from FIS and five individuals from Worldpay. Gary Norcross will remain Chairman of the Board and CEO, and Charles Drucker will become Executive Vice Chairman of the Board. Finally, we anticipate the transaction to close in the second half of this year after receiving all approvals. Turning to slide 17. The last several years, we have created a very strong and flexible balance sheet. The strength of the balance sheet allows us to continue to invest in strengthening our capabilities and return value to shareholders. We anticipate a modest increase in leverage to approximately 3.5x at closing with a weighted average interest cost of 3.3%.
The strength of our combined cash flow will allow us to continue to invest for the future, continue to grow our dividend, and rapidly delever. We will pause our share repurchase program as we reduce our leverage. The plan to use free cash flow to reduce our debt outstanding and delever the balance sheet to approximately 2.7x in 12-18 months. Our investment-grade credit ratings are anticipated to remain at the same level at BBB, Baa2. These steady and disciplined capital allocation policies have been in place for almost a decade and are the foundation for creating exceptional shareholder value over the long term. That concludes our prepared remarks. Operator, you may now open the line for questions.
Okay. Ladies and gentlemen, if you do wish to ask a question, please press star then one at this time. Our first question will come from the line of Dave Koning with Baird. Please go ahead.
Yeah. Hey, guys. Congrats. Two awesome companies. Great news.
Thanks, Dave.
Thanks, Dave.
Yeah. I guess, first of all, just on the expense synergies, maybe you could talk a little bit about the timing over the next few years, if it's kind of pro rata each year, and if that's on top of all the Worldpay Vantiv synergies, completely on top, like $400 million in addition to all the kind of legacy Worldpay Vantiv synergies.
Yeah. First, these are incremental revenue and EBITDA synergies to what are in the models today. If you think about the EBITDA contribution of a total of $700 million, we expect the ramp to be roughly $250 million in year one, $500 million aggregate year two, and full run rate of $700 million by year three, Dave.
Gotcha. Okay. Thank you on that. When we think about accretion, is it fair to say in 2020, it seems like maybe very low single digit dilution in 2020, and then modest accretion by 2021? Is that the cadence?
Yeah. I'll give you some color around it. It's accretive to revenue growth, it's accretive to EBITDA margin, and it's accretive to cash flow, all in a meaningful way. Also, you're going to see modest EPS accretion by 2021. I'd further go, as you know, we've talked about before, accretion doesn't equal value creation. This thing creates significant value. The $700 million of EBITDA synergies at a multiple drive roughly $11 billion of value creation. That's significantly more than the premium paid to get the acquisition done, and equates to roughly 8% of the total purchase price of $43 billion.
Yeah, no, that's great. Thanks for that, and congrats.
Thanks, Dave.
Our next question comes from the line of Lisa Ellis with MoffettNathanson. Please go ahead.
Hi, good morning, guys, and look forward to working with you. Congratulations. Coming as a Worldpay analyst, I'd love to get a little bit more color. You mentioned you highlighted on the revenue synergy side, a couple of specific things around geographic expansion in India, Brazil, cross-selling some of the new payment initiatives. Can you just give a little bit more color, though, when you looked at this and said, what specifically about FIS' assets do you think will be able to accelerate Worldpay's business and global footprint in e-com acquiring even stronger? Thanks.
Yeah. Hey, Lisa. Thanks for the question. Look, we were very excited about coming together because when we think about e-commerce growth, and especially B2B growth, we saw the footprint of FIS across the world as very substantial. When I think about Latin America, we think about India, we think about Asia Pacific, they are deep in these markets, and it can really accelerate the growth there. The second thing, as we looked at it, in the e-commerce world, auth rates, fraud rates, and the type of data and the access to 45 of the top 50 financial institutions across the world will help us improve that and set us apart. It's about grabbing the market today and grabbing it quickly.
Yeah, no, I think that's well said, Charles. Lisa, obviously from an FIS viewpoint, we saw a tremendous opportunity to put the two companies together. We believe fundamentally that scale's going to matter to compete in the market going forward. Really building the end-to-end capabilities from the merchant side all the way to the funding account is going to be very positive to be able to differentiate ourselves in the market. As Charles mentioned, just the data leverage alone around authorization rates and fraud are going to benefit both companies. Our reach into certain markets will certainly help us accelerate Worldpay from an e-commerce standpoint and obviously from the merchant standpoint. We just see it across the board as really two great companies coming together, driving complementary products and solutions, and being the largest global provider.
All those things are very important for us as we think about this combination.
Terrific. Thank you. Thanks again. Congrats.
Our next question comes from the line of Ashwin Shirvaikar with Citi. Please go ahead.
Hey. Thanks. Congratulations, guys.
Thanks.
Thanks for having me.
Hey. I guess my first question is, why now? Obviously, your large competitors did a merger announcement several weeks ago, so there's likely maybe a defensive element here, but also there seems to be quite a bit of offense in here combining large bank, global bank IT relationships, the globality of it, e-commerce, real-time payments. Could you talk a little bit about the timing, the offense versus defense element, and how should we specifically think about all the account connectivity that FIS brings to the table here?
Thanks, Ashwin, for the question. As far as offense, defense, this is purely for us. As you know, we've talked a lot in the past, this is a purely strategic combination for FIS and Worldpay. We can't speak to what other combinations are occurring in the industry, but we really do see the opportunity of driving end-to-end scale across the financial services ecosystem, and removing friction through these environments are very important. We've been watching Worldpay for a number of years. We think they've done a phenomenal job with the combinations they've done, the way we approach clients, the way we approach integration, the way we even organize these two companies are very similar. Timing worked well for us.
I think Charles and I both had mutual respect for one another and really saw the market and how it's unfolding to know that we need to make sure that we have the scale necessary to compete, not only today, but what does the modern buyer look like in the future and how these communities come together, that's where innovation's going to reside. At FIS, we've been spending about 7.5% of our revenue on investment and innovation, whether it's through technology or application modernization. Charles and his team have actually been driving innovation very significantly at almost 10% of revenues. When you look at where they are, even on the integration of the Worldpay transaction, obviously we looked at that a lot during due diligence, we were very impressed with how much progress they had. They're well down the path of integration.
When you look at their new application rollout in the U.K., when you look at what they're doing with their new data center, all that's on target for midsummer. Timing just came together very well for our two companies to combine. Obviously, anything they have left remaining on their roadmaps or on their plan for the Worldpay integration, we'll continue to pursue that as we then build out our plans for the future to bring these two companies together. Just a great combination, timing was just perfect for us.
Yeah, Ashwin, only about offense.
Yeah.
You've heard me use the term skating or going to where the puck was going.
Yeah.
We said e-commerce is where it's at, whether it's B2B or card-not-present transactions. We're heavy into large and moving down into middle also. When I saw this, the reach that they can accelerate us into these high-growth markets, the type of works we can do with their financial organizations, opportunities around data to help improve-
That's right
The customer experience, take friction out of the network. We thought we had an advantage, and we do have an advantage as Worldpay. This accelerates it and puts more tools in our salespeople's toolbox that allows them to grab market share quicker. E-commerce is moving fast. We want to take advantage of that now, not two, three years later. It's all offense. That's why we went.
Can't agree more.
Got it. The account connectivity piece, if you can comment on what you can do by being connected into so many millions, tens of millions of accounts.
Well, if you look, Worldpay obviously the leader in e-commerce, also the leader in integrated point-of-sale. When you look at what their access to more than a million merchants, we look at the combined sales force of more than 3,000. You look on the other side with FIS, as you know, 45 of the top 50 financial institutions around the globe have significant relationships with us. Us being able to tie their capabilities back into our financial institutions, whether it's leveraging data, whether it's leveraging merchant relationships and referral relationships, whether it's innovating to remove friction through the process for the new consumer to be able to interact with financial services in a more effective way, all of those things are going to come together. That end-to-end access is going to make a real difference.
Charles mentioned, as we think about global network, just think about the power of being able to pull real-time payments together. When we look, we're driving real-time payments in 19 countries around the globe. How do we leverage that as well? There's just a tremendous opportunity with FIS's reach and scale around the globe with Worldpay's reach and scale around the globe to combine these two great companies and really differentiate and innovate for the future.
Yes. Just to pick up on that, Gary touched on it. Bringing faster payments.
Yeah
across to our customers with all the connections. Not to lean in more on fraud, but basically their access and working with banks, it allows us to work together to take fraud out of the system, which differentiates us.
That's right.
The last thing that Gary said was about ways to innovate new payment streams. Across the world, we have over 300 alternative payment methods, more are happening all the time, PSD2, different ways. With the reach that they have, it allows us to help our clients and bring value because we sell on value, both companies.
Ashwin, you and I've talked on prior calls. You know how sizable we are in the issuing market, and you also know that we've had very good success of rolling our loyalty payment points out as a currency across that base. Something simple, here's our financial institutions with all of this contingent liability around loyalty. How do you gain access to that? Us being able to drive that through Worldpay's penetration at more than 1 million merchants, right, will accelerate that growth very dramatically. That also will drive some, for our Worldpay clients, that'll drive Worldpay a differentiation in the market. They're just as you really started working, as we really started working together as two teams, we were very collaborative on where those opportunities were, and that's why we're so excited about the $500 million in revenue synergies as this combination over three years.
This is just the start. As we work together now between signing and close, obviously, we think there's going to be a lot more opportunities that we're going to discover and be able to drive forward.
It's great to see you guys are already completing each other's sentences. Lovely.
Thanks.
Our next question comes from the line of Jason Kupferberg with Bank of America. Please go ahead.
Morning, guys. Let me add my congratulations on the deal as well. Maybe just to start with one for Charles. Charles, we've gotten some questions from investors so far this morning, just about the premium here, at least on the surface, about 14%, which isn't that big. Obviously, the stock's had a big move year to date. Just walk us through the thought process around why you guys felt this was fair value. Clearly, Worldpay itself was operating from a position of strength post the Vantiv deal. You had a lot of synergies from that deal still in front of you. We'd just love some perspective there, perhaps.
Let me start. This is all about an offensive deal-
Yeah
Going to where the growth is happening and looking in the long term. From a perspective, Gary and I talked about the stock component because we didn't want to lever up the company that didn't allow us to take advantage of new trends in the future. Stephanie, you want to cover some of the-
Sure. Happy to. Look, Jason, as we've talked about, Worldpay shareholders are going to own a substantial portion of this company.
Absolutely.
When we looked at the price and negotiated the price, we felt really good about it. We think it's a good, fair price. We're also conscious of how much we're going to own in the company, and we wanted Worldpay shareholders to be able to participate in the upside. Given that this is such an offensive and growth-oriented move for both companies, we wanted to make sure that we got both what we believe to be a fair price given the franchise that we're contributing to the company, but also position and create real shareholder value for Worldpay shareholders going forward. We feel real good about it.
Okay, excellent. Just as a follow-up, first off, is there any go-shop period? Second, do you guys have any concerns just about organizational stress for Worldpay since you obviously were in the middle of a three-year integration process of your own, which was certainly off to a very good start?
On the shop, there's a no shop in it, so that's pretty solid. The breakup fees are significant, so we anticipate this to get closed in normal course. With regard to the other component, I'll let Charles
One of the things that we had been considering, Gary and I talked about.
Absolutely
integration. As I told you in our call, we're going to complete the U.S. integration by the end of the second quarter. We were far enough. The people have aligned. We have the organization moving forward. I feel like we were in a good spot because of all the hard work our team did up front and all the good people that we have. I think, yeah, I'm confident that that organization will seize the opportunity to growth because our message is always around growth and the organization. This is such a fast-moving industry. You have to grab the growth and move to where the growth is when the right time is, and we felt now is the right time.
Yeah. Jason, just to build on it, as I said earlier, that was something that we looked at significantly during the due diligence process. We wanted to make sure how far along they were in the process with the Vantiv, Worldpay combination. I'll tell you, we felt they were very far along. They're well down the path of product rollout, well down the path of data center change, well down the path of alignment and integration. We felt very good and didn't see any risk in the combination at this point in time. It really is a great opportunity and good timing for our two great companies just to come together and to Charles's point, really focus on accelerating growth.
As Woody and I both talked about, day one, you're talking about a $12 billion company growing at 6% organically with line of sight and we'll push that to the upper single digits over the next three years as we integrate. We feel very confident in where not only they are on their integration. Of course, we've been doing a lot of divestitures over the last couple of years. All of that's cleaned up on our side as well. Just perfect timing for really the two companies to come together, and we're ready to put our process to work that we've used multiple times. We're excited about it.
Okay. Well, thank you for all the comments.
Thanks.
Next question comes from the line of David Togut with Evercore. Please go ahead.
Thank you. Good morning and congratulations.
Thanks, David.
Thanks, David.
Can you talk about each of the different buckets of revenue and cost synergies and let's say quantify each of the buckets and let's say how you look at achieving those let's say in year one, two, and three? I know you kind of grouped revenue and cost synergies together. Is there a possibility really to disaggregate that for year one, two, and three?
Yeah. On the cost synergy side, David, I would tell you've got it in three main buckets. You've got operational, where we bring issuer and acquiring capabilities together and drive some incremental operational synergies out of the combined business. You've got technology, where you combine technology and data center costs, as well as facilities that will drive some costs out as the second bucket. The third bucket is traditional, more corporate costs, as we bring the companies together and functionally align the corporate costs around it. To give you some color, I lined up the $700 million of EBITDA synergies, roughly $250 year one, $500 run rate year two, and $700 run rate year three.
If you break that out of the OpEx, I would tell you we're looking at about $200 year one, $300 year two, and full run rate at $400 by year three, with the revenues being the balance there. That gives you some color around how we think about the ramp and how we think about the components of where those cost synergies as well as how the revenue synergies would ramp.
Understood. Thanks for that. I know, Charles, Worldpay's had a lot of success selling through the merchant channel. Do you see a lot of appetite to sell merchant acquiring integrated payments e-com through the regional bank channel, which I think has not really been done that much in the industry?
I think it's additive to us. I think their reach to the clients, it's very additive to us working with the financial institutions. I think a lot of our lean is continuing to grab direct and be able to accelerate all the e-commerce and integrated payments through our partners. Clearly, the type of products that FIS has with all their banking partners is going to be absolutely additive. We'll win more in that merchant banking referral space. What I see it's all plus, plus, and I'm excited about it.
Yeah, no, I can't agree more. It's definitely going to be additive to the process, and that's why we're bringing $500 million of revenue synergies to bear in a fairly short period of time, which is obviously more than the expense synergies we're going to take out. As we think about it, David, you know our position in the regional markets. There's going to be a great opportunity for us to partner with our clients to help expand their revenue and their reach. Also, our business continues to accelerate. As we've talked about, you've seen the FIS acceleration in our growth rate. Really, you've got two companies, one with very, very strong upper single-digit growth, one that's accelerating very rapid in the mid-single digits. That's why on day of close, we're at 6% organic, and then-
We'll grow from there. This really is about an additive growth story and one plus one coming together as three.
I just think, I just point with Woody, it's over three years.
Yeah, that's right.
I mean, three years.
That's right.
We're doing this in.
Yeah
When Gary and I sat down and talked, we said, "Where are these coming? How confident? How do we get there?" We said, "We got to do it in three years," both companies have an execution record of that.
Absolutely. That's been very consistent for us over the years, when you look at where Worldpay is today with the Vantiv Worldpay combination, they're well ahead of where on their timeline. For us, it's about focusing on where the revenue drivers are going to be, that's going to drive the revenue in the most appropriate way to benefit our company, our shareholders, our employees, and our clients. We're excited about it.
Just a quick final question. FIS has a strong emerging markets footprint, India, LatAm and APAC. How quickly can you bring Worldpay's high-end payment services into your emerging markets footprint?
We think quick, David. One of the things we talked about in the prepared remarks is really what's great about both of our companies is we operate in all these countries, we do it locally, right? Local talent, being able to drive our asset pools into those. As you know, we've built India from essentially a de novo business to we'll do more than $150 million in India alone. You see our scale in Brazil. We've got thousands of people in both of those countries that are supporting those revenue streams and client relationships and growth. The ability to bring more capabilities in those countries, you've seen us do it within the FIS family. That's how we've been driving the growth in those locations.
Being able to pull the Worldpay assets into that, really lean in on e-commerce, being able to bring it in, leveraging our compliance infrastructure, being able to leverage our data processing infrastructure, being able to just leverage our security. All of those things are benefits that we bring day one in this combination. It's going to be very exciting. Those will be areas we look at. As you know, I talked about on the last call, I was just in India earlier this year. I met with the top six financial institutions in that country. Every one of them were looking for ways to bring stronger merchant capabilities to that country, considering that more than 95% of the transactions are still done in cash. You know what we're doing in real-time payments in that country.
All of that combination is really going to allow us to accelerate the reach of Worldpay into these emerging markets very quickly.
Thanks for that. Congratulations.
Thanks.
Thanks, David.
Next question comes from the line of Darrin Peller with Wolfe Research. Please go ahead.
Thanks, guys, and congrats. Let me just follow up on the international side for a moment. I'm thinking of the revenue synergies. I know FIS has always been very strong at, obviously, core processing and issuer solutions internationally. I'm just trying to get specific examples. Are you going to basically look to the banks in those international markets to sell merchant services through those banks now, given your relationships? I guess just a quick follow-up on that is, integration risk is a question we're getting. How do you ensure that platforms are not going to be consolidated too quickly? Or can you talk through platform consolidation plans? Is that part of your cost synergy targets? We always get questions after the last First Data, Fiserv deal if competitors are going to try to take advantage of any disruption. How do you mitigate disruptive risk? Thanks, guys.
Yeah, Darrin, let me get started. First, on the international markets, we do think there's a real opportunity given our scale. If you look at even where we are in the U.K., if you look at where we are in Germany, if you look at where we are in India, Thailand, Philippines, Hong Kong, Australia, Brazil, we've got very strong relationships with very large FIs. Being able to enable certain merchant services and offering that through the FI channel, especially in the international markets, we think does make a lot of sense. The good news on the platform side, you've seen us do it in the past. I talked about it in my prepared remarks around how important these combinations are. One of the things that's been a key underlying tenet of our strategy around these combinations is really finding partners that have very little overlap.
We don't have platform confusion in our combination. We're very small in merchant acquiring. For us to be able to take advantage of it, really moving to a number one position in merchant acquiring, being able to move overnight to number one in e-commerce is a very important part for us to penetrate that high-growth secular market. We don't have a lot of platform contention. In fact, very little. If you think about it, you think about our data center technology, that's where we can obviously leverage a lot of scale. You've seen us do it, we've been talking now for the last several years about our data center consolidation and us moving all of our technology to the cloud. You've seen the advantages of that and the rapid margin expansion we're getting out of that.
Leveraging that investment to help Worldpay take advantage of that over time, that's going to be a real benefit as well. Really from a platform standpoint, no overlap. We see very little integration risk. When you think about even leveraging of data centers, we had a five-year program at FIS. Obviously, over the next three years, we'll be evaluating that. We think there's very little integration risk. We've got great line of sight into the $700 million of EBITDA that Woody discussed between revenue and expense, we feel really good about how these two companies can come together in a real smooth, integrated way.
Yeah, I mean
Echoing what Gary said, the platform is about how do we connect things together.
That's right
to get the products quickly to our clients. I got to tell you, we have some great people in the Asia Pacific office and Latin America that we're
Yeah
trying to get. Those are small places that I have not been able to. We got great products, leading market, but taking some of the way we can move money, some of the alternative payment methods, the data from working with these banks to help the fraud rate will accelerate in those markets quicker than we could've done. We'd get there in a couple of years, but to get there pretty much today or very quickly is really going to give our salespeople a great competitive advantage when this is the fastest-growing market.
No, I can't agree more. One of the things that we were interested in, our revenue synergies are focused on existing capabilities that exist today. If you think about loyalty as a service, that's a capability that's in market today, driving real revenue growth for FIS. This just extends that capability dramatically, where we could have access to up to a million merchants. When you think about fraud rates, and you think about auth rates, you think about those things, that exists today. Being able to combine that data very quickly and be able to accelerate that, lower your fraud, accelerate your authorization rates, all of those are beneficial. That's what got us really excited about the combination. We weren't having to build a lot to get to the synergy. It really is more about access. It's more about reach. It's more about collaboration.
We think the synergies will come along very nicely.
All right. Thanks. Just quick follow-up. I remember FIS outperformed on synergies with SunGard, and Worldpay looked like it was on a path of outperforming on synergies here with Vantiv, obviously, and this merger. First of all, how is management compensation tied to the synergy targets? Is there an actual direct correlation, in terms of a roadmap of targets? Then, should we think about this where this is a conservative starting point, in terms of setting a stage and then potentially seeing upside to that as well?
Well, first, Darrin, we're announcing a very exciting combination today. Obviously, we've got a lot of work to do between signing and close. Certainly, we're not prepared to increase estimates on our synergies on the first day. We'll keep you posted, and also keep you posted about various alignments around incentives to help drive it. At this point down, we're just focusing today on the excitement and the strategic rationale of the combination. We feel comfortable with the synergies, both the expense side and the revenue side, and more to come as we get to close and start putting the companies together.
Yeah. As we've worked together over a number of years, what we try to do is put information out there and commitments out there that we know we can deliver on.
Absolutely.
Leave it at that. Yeah.
Right. Okay. Congrats, guys.
Thanks.
Our last question will come from the line of Brett Huff with Stephens. Please go ahead.
Good morning, Gary, Woody, Charles, and Stephanie, and congrats on the deal from me, too.
Thank you.
Thanks, Brett.
Thank you.
Two questions. One is sort of a general one, and then one specific. The general one is, can you give us the feedback from both of you all that you're hearing from, Gary, from your financial clients, and Charles from your merchant clients, what were the things that you were hearing specifically that drove this desire to be together offensively? Just give us a sense of that. Number 2, we didn't really touch on open banking or the API efforts that FIS is doing, and I suspect that Worldpay is doing as well. Anything there, Europe or even broader in the API ecosystem that you guys can talk about? Thanks.
Yeah, no, it's a great question. Clearly what our feedback we've been getting from our customers, and since the announcement, we had to announce before the London Exchange opened. As you would imagine, I've already gotten several texts from a lot of our clients over in Europe on congratulations. We've consistently heard that the market's moving. There's a lot of innovation going on. There's a lot of modernization going on. Our clients need to continue to look to compete in this very aggressive market. You've got disruptors coming in. What we saw in the combination was really this end-to-end innovation we've been discussing on this call, and the ability to be able, for our FIs to gain access to world-class merchant acquiring, to be able to leverage data in very unique ways, to be able to drive other products with a much faster speed to market.
That's been a very consistent theme that we've talked about. The need to drive scale is going to matter to compete in the future. All of those things, given the timing and the success that Worldpay's had, given the timing and success FIS has had, just was a really good opportunity for us to come together and drive broader capabilities across our clients on a global basis with a much higher speed to market. As far as the open API framework, you're exactly right. As you know, last year, as we started seeing regulatory change in Europe, we were first launching a whole ecosystem around open APIs to meet some of the regulatory changes. That framework and that capability today, we're approaching almost 1,000 APIs in our Code Connect today, has been rated very highly, actually the number-one open API environment around the globe.
Being able to take access to that and being able for our customers to have that flexibility and be able to access into our systems, and also being able for Worldpay to leverage those in some of the end-to-end things we've talked about today, will play and continue to play a very important role in the overall success of our two combined companies.
Yeah, as Gary said, this is about thinking forward for our customers.
Yeah.
That today, from a Worldpay side, we have products, features, functions. We're winning in the market.
Absolutely.
We're bringing things to them. Our job is to make sure that when you think two years out or three years out, what are the things that they need, and then how do you accelerate it up
To take even more opportunities. It's all about thinking forward when you're winning today and then advancing the winning.
Great. Thank you.
Thank you, Brett. Turning to slide 19, I'd like to conclude today's call the way I opened the call. Very simply, this combination is a natural extension of FIS's strategy and creates significant client, employee, and shareholder value. It deepens client relationships with increased offerings through the power of the end-to-end value chain of solutions. It accelerates our growth and growth trajectory with a new global commerce community today, focused where the markets are moving tomorrow, and it strengthens our financial performance day one. Thank you for joining us, for your questions, and for your continued interest in FIS.
Okay, ladies and gentlemen, that does conclude today's conference. Today's call was recorded and will be available for replay, starting today at 11:00 A.M. and going through April 1st at midnight. You may dial into the replay system by dialing 1-800-475-6701 and entering the access code 465415. International participants may dial into the United States at 320-365-3844. Once again, those numbers are 1-800-475-6701. International is 320-365-3844 with the access code 465415. That does conclude today's conference. You may now disconnect