Cyxtera SPAC Presentation Deck

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February 2021

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#1MUSIC 70000 13001 00 00 00 0 ....... 30 00 00 Cyxtera February 2021 Investor Presentation **** SVAC 00 00 00 00 00 00 00 00 00 00 00 00#2Disclaimer This presentation is provided for informational purposes only and has been prepared to assist interested parties in making their own evaluation with respect to a potential business combination between Cyxtera Technologies, Inc. (the "Company" or "Cyxtera") and Starboard Value Acquisition Corp. ("SVAC") and related transactions (collectively, the "Proposed Transactions") and for no other purpose. Forward-Looking Statements This presentation includes "forward-looking statements" within the meaning of the federal securities laws, opinions and projections prepared by the Company's and SVAC's management. These forward-looking statements generally are identified by the words "expects," "will," "projected," "continue," " increase," and/or similar expressions that concern the Company's or SVAC's strategy, plans or intentions, but the absence of these words does not mean that a statement is not forward-looking. Such statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and are based on management's belief or interpretation of information currently available. Because forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of the Company's or SVAC's control. Actual results and condition (financial or otherwise) may differ materially from those indicated in the forward-looking statements. These forward-looking statements are subject to a number of risks and uncertainties that could cause actual results and conditions to differ materially from those indicated in the forward-looking statements, including, but not limited to, changes in domestic and foreign business, market, financial, political and legal conditions; the inability of the parties to successfully or timely consummate the Proposed Transactions, including the risk that any required regulatory approvals are not obtained, are delayed or are subject to unanticipated conditions that could adversely affect the combined company or the expected benefits of the Proposed Transactions or that the required stockholder approval is not obtained; failure to realize the anticipated benefits of the Proposed Transactions; the risk that the market price of the combined company's securities may decline following the consummation of the Proposed Transactions if the Proposed Transaction's benefits do not meet the expectations of investors or securities analysts; risks relating to the uncertainty of the Company's projected operating and financial information; the impact of the Company's substantial debt on its future cash flows and its ability to raise additional capital in the future; adverse global economic conditions and credit market uncertainty; the regulatory, currency, legal, tax and other risks related to the Company's international operations; the United Kingdom's withdrawal from the European Union and the potential negative effect on global economic conditions, financial markets and the Company's business; the effects of the COVID-19 pandemic on the Company's business or future results; the ability to access external sources of capital on favorable terms or at all, which could limit the Company's ability to execute its business and growth strategies; fluctuations in foreign currency exchange rates in the markets in which the Company operates internationally; physical and electronic security breaches and cyber-attacks which could disrupt the Company's operations; the Company's dependence upon the demand for data centers; the Company's products and services having a long sales cycle that may harm its revenues and operating results; any failure of the Company's physical infrastructure or negative impact on its ability to provide its services, or damage to customer infrastructure within its data centers, which could lead to significant costs and disruptions that could reduce the Company's revenue and harm its business reputation and financial results; inadequate or inaccurate external and internal information, including budget and planning data, which could lead to inaccurate financial forecasts and inappropriate financial decisions; maintaining sufficient insurance coverage; environmental regulations and related new or unexpected costs; climate change and responses to it; prolonged power outages, shortages or capacity constraints; the combined company's inability to recruit or retain key executives and qualified personnel; the ability to compete successfully against current and future competitors; the Company's fluctuating operating results; incurring substantial losses, as the Company has previously; the Company's ability to renew its long-term data center leases on acceptable terms, or at all; the Company's government contracts, which are subject to early termination, audits, investigations, sanctions and penalties; failure to attract, grow and retain a diverse and balanced customer base, including key magnet customers; future consolidation and competition in the Company's customers' industries, which could reduce the number of the Company's existing and potential customers and make it dependent on a more limited number of customers; the Company's reliance on third parties to provide internet connectivity to its data centers; disruption or termination of connectivity; government regulation; the non-realization of the financial or strategic goals related to acquisitions that were contemplated at the time of any transaction; the Company's ability to protect its intellectual property rights; the Company's ability to continue to develop, acquire, market and provide new offerings or enhancements to existing offerings that meet customer requirements and differentiate it from its competitors; disruptions associated with events beyond its control, such as war, acts of terror, political unrest, public health concerns, labor disputes or natural disasters; sales or issuances of shares of the combined company's common stock may adversely affect the market price of the combined company's common stock; the requirements of being a public company, including maintaining adequate internal control over financial and management systems; risks related to corporate social responsibility; the Company's ability to lease available space to existing or new customers, which could be constrained by its ability to provide sufficient electrical power; the Company's ability to adapt to changing technologies and customer requirements; the Company's ability to manage its growth; risks related to litigation, securities class action or threatened litigation which may divert management time and attention, require the Company to pay damages and expenses or restrict the operation of its business; the volatility of the market price of the combined company's stock; the incurrence of goodwill and other intangible asset impairment charges, or impairment charges to the Company's property, plant and equipment, which could result in a significant reduction to its earnings; U.S. and foreign tax legislation and future changes to applicable U.S. or foreign tax laws and regulations and/or their interpretation may have an adverse effect on the Company's business, financial condition and results of operations and tax rules and regulations are subject to interpretation and require judgment by the Company that may be successfully challenged by the applicable taxation authorities upon audit, which could result in additional tax liabilities; and the Company's ability to use its United States federal and state net operating losses to offset future United States federal and applicable state taxable income may be subject to certain limitations which could accelerate or permanently increase taxes owed. The foregoing list of factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties described in the "Risk Factors" section of SVAC's final prospectus related to its initial public offering, the proxy statement discussed below and other documents filed by SVAC from time to time with the Securities and Exchange Commission ("SEC"). There may be additional risks that the Company and SVAC do not presently know or that they currently believe are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. In addition, forward-looking statements reflect the Company's and SVAC's expectations, plans or forecasts of future events and views as of the date of this presentation. Accordingly, you should not place undue reliance upon any such forward-looking statements in this presentation. Neither the Company, SVAC nor any of their affiliates have any obligation to update this presentation. Cyxtera 2 SVAC#3Disclaimer Additional Information and Where to Find it In connection with the Proposed Transactions, SVAC is expected to file a proxy statement (the "Proxy Statement") with the SEC, which will be distributed to holders of SVAC's common stock in connection with SVAC's solicitation of proxies for the vote by the SVAC stockholders with respect to the Proposed Transactions and other matters as described in the Proxy Statement. SVAC urges its stockholders and other interested persons to read, when available, the Proxy Statement and amendments thereto and documents incorporated by reference therein, as well as other documents filed with the SEC in connection with the transactions, as these materials will contain important information about SVAC, Cyxtera and the Proposed Transactions. When available, the definitive Proxy Statement will be mailed to SVAC's stockholders. Stockholders will also be able to obtain copies of such documents, without charge, once available, at the SEC's website at www.sec.gov, or by directing a request to: Starboard Value Acquisition Corp., 777 Third Avenue, 18th Floor, New York, NY 10017. Participants in Solicitation SVAC and its directors and executive officers, under SEC rules, may be deemed to be participants in the solicitation of proxies of SVAC's stockholders in connection with the Proposed Transactions. Stockholders of SVAC may obtain more detailed information regarding the names, affiliations and interests of SVAC's directors and executive officers in SVAC's final prospectus for its initial public offering filed with the SEC on September 11, 2020 and in the Proxy Statement relating to the Proposed Transactions when available. Information concerning the interests of SVAC's participants in the solicitation, which may, in some cases, be different than those of SVAC's stockholders generally, will be set forth in the Proxy Statement relating to the Proposed Transactions when it becomes available. Statement Regarding Non-GAAP Financial Measures The financial information and data contained this presentation is unaudited and does not conform to Regulation S-X promulgated by the SEC. Accordingly, such information and data may not be included in, may be adjusted in, or may be presented differently in, any proxy statement, prospectus or other report or document to be filed or furnished by SVAC, the Company or any entity that is party to the Proposed Transactions with the SEC. This presentation includes Adjusted EBITDA, which is a supplemental measure that is not required by, or presented in accordance with, accounting principles generally accepted in the United States ("GAAP"). The Company defines Adjusted EBITDA as net income (loss) before the following items: provision for income taxes; deferred tax (benefit) liability; depreciation and amortization; debt issuance cost amortization; interest expense; impairment (gain) on note receivable income from discontinued operations; stock-based compensation; restructuring, separation & one-time items; out-of- period normalization; cost savings initiatives; asset retirement obligation and amortization of (un)favorable leases; and existing business run-rate adjustment. As a Non-GAAP financial measure, Adjusted EBITDA excludes items that are significant in understanding and assessing the Company's financial results or position. Therefore, this measure should not be considered in isolation or as an alternative to net income, cash flows from operations or other measures of profitability, liquidity or performance under GAAP. You should be aware that the Company's presentation of this measure may not be comparable to similarly-titled measures used by other companies. You should review the Company's audited financial statements, which will be presented in the Proxy Statement to be filed with the SEC in connection with the Proposed Transactions, and not rely on any single financial measure to evaluate the Company's business. This presentation also includes certain projections of non-GAAP financial measures concerning the Company. Due to the high variability and difficulty in making accurate forecasts and projections of some of the information excluded from these projected measures, together with some of the excluded information not being ascertainable or accessible, the Company is unable to quantify certain amounts that would be required to be included in the most directly comparable GAAP financial measures without unreasonable effort. Consequently, no disclosure of estimated comparable GAAP measures is included and no reconciliation of the forward-looking non-GAAP financial measures is included. Unaudited Estimated Results The Company's preliminary unaudited estimated results contained in this presentation have been prepared in good faith by, and are the responsibility of, management based upon the Company's internal reporting, and an independent auditing firm has not audited, reviewed, compiled or performed any procedures with respect to the preliminary financial results. Such results are subject to business, economic, regulatory and competitive uncertainties and contingencies and actual results may vary and those variations may be material. No Offer or Solicitation This presentation is not a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect of the proposed transaction and shall not constitute an offer to sell or a solicitation of an offer to buy the securities of SVAC or the Company 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. Trademarks This presentation contains trademarks, service marks, trade names, and copyrights of the Company, SVAC and other companies, which are the property of their respective owners. Cyxtera 3 SVAC#4Introduction#5Introducing the Cyxtera and SVAC leadership team Current New Cyxtera Leadership ● ● ● Cyxtera Manuel D. Medina Executive Chair Chair 30+ years of relevant experience Founder, former Chair, and CEO, Terremark Founder and Managing Partner, Medina Capital Cyxtera Nelson Fonseca CEO, Director CEO, Director 20+ years of relevant experience Former President of Verizon/Terremark's cloud, internet, data center, and managed security business Former COO, President Public Sector, and SVP of Sales, Terremark ● Carlos Sagasta CFO CFO 20+ years of relevant experience Former CFO, Diversey, CompuCom, Grupo Corporativo ONO, and Cellnex Former Board Member, Eutelsat and Hispasat ● Greg Waters Industry Advisor SVAC Lead Independent Director 20+ years of relevant experience Former CEO, Integrated Device Technology Director, ON Semiconductor ● ● Jeff Smith Chair Independent Director 20+ years of relevant experience CEO, Starboard Value Chair, Papa John's ● ● BC Partners Raymond Svider Partner & Chair Independent Director 20+ years of relevant experience Experience working with Chewy, GardaWorld, and GFL 20+ years of experience leading BC's TMT practice ● ● Fahim Ahmed Partner Independent Director 20+ years of relevant experience Experience working with Chewy, Presidio, and Petsmart 15+ years of experience investing in TMT companies 5 SVAC#6Starboard Value Acquisition Corp. overview ■ I Starboard Value Acquisition Corp. (SVAC) is a $404mm blank check company sponsored by SVAC Sponsor LLC, an affiliate of Starboard Value LP Starboard has ~$6.7bn (¹) of AUM and an 18 Year History of Public Market Investing Starboard's CEO Jeff Smith is the Chair of SVAC, and Starboard Managing Director MJ McNulty is the CEO of SVAC; both are directors of SVAC SVAC has also assembled an experienced team of Industry Advisors who have high-profile, long-term track records of value creation in both private and public companies, and an independent board of directors with complementary expertise H I Overview The SVAC Team offers an optimal blend of experience in evaluating value creation opportunities and participating in business transformations in the public and private markets Key Structural elements: 1/3 Warrant (1/6 Warrant in unit, 1/6 tied to not redeeming) and a pro rata share of any warrants not allocated following redemptions, Up to $100mm forward purchase agreement backstop to offset redemptions provided by certain clients of Starboard, and ■ I $75mm optional share purchase agreement to purchase stock of the combined company at $10 for 6 months post-closing Starboard has built a strong reputation and following in the public markets, attracting significant fundamental investor interest in the companies in which it invests Value proposition Network effects from a credible institutional sponsor with a strong reputation, a deep bench of proven business leaders, and a unique, proven investment process Exceptional TEAM of executives with a successful track record of operating public and private businesses across sectors Full backing of STARBOARD, including its resources and capital, providing public market expertise Differentiated STRATEGY focused on business transformation and partnership to drive long-term value creation Starboard Team SVAC (1) Assets under management calculated as of 02/01/21; include the net asset value of existing investments, binding capital commitments, and non-binding capital commitments that are subject to opt-out Cyxtera Strategy 6 SVAC#7Cyxtera investment aligns with SVAC's mission and focus The "mission critical" nature of digital infrastructure has gained unprecedented importance • Key trends support strong continued growth as enterprises, service providers, and the Federal sector continue their digital transformations • The criticality of digital infrastructure was heightened through the COVID pandemic Powerful industry secular tailwinds The Cyxtera story is at an inflection point Access to capital can fuel more growth Great leadership team supported by prudent financial sponsors Cyxtera • The carve-out of CenturyLink needed to be completed to fully realize platform potential • Made capital investments across the sales and operations functions in addition to significantly increasing the company's sellable capacity • Business has recently begun successfully executing on its revenue growth and margin expansion opportunities ● ● ● ● Potential to deploy incremental capital at very high ROI across the Company's footprint Ideally positioned for future industry consolidation Proven, public-company-ready management team to execute on the company's plan Existing owners (including BC Partners and Medina Capital) rolling ~$1.1bn (100% of current equity stake) Further strengthened by Starboard's expertise in corporate governance, operational execution, and capital allocation 7 SVAC#8Transaction summary and timing Capital structure Governance Equity alignment Other details Timing Cyxtera ● ● ● . ● ● ● $404mm cash in trust, assuming no public shareholder exercise redemption rights Up to $100mm Forward Purchase Agreement to offset redemptions, if any $250mm PIPE at $10.00 per share. Certain clients of Starboard have committed $60mm of PIPE Use of proceeds: Partially retire Company debt and provide incremental cash for growth, as well as to pay transaction expenses Closing pro forma Net Leverage of 7.6x and 6.9x Contractual Net Leverage based on '20E Adj. EBITDA of $213mm(¹) Closing pro forma Financial Net Leverage of 3.1x based on '20E Adj. EBITDA of $213mm(²) Further delevering expected in following years - Initial board to include Manuel D. Medina (Chair), Nelson Fonseca (CEO), Greg Waters (Lead Independent), Jeff Smith (SVAC, Starboard), Raymond Svider (BC Partners), Fahim Ahmed (BC Partners), with three additional independent directors to be added Lock-up of SVAC founder shares until the earlier of: (i) one year after completion of the business combination, or (ii) the share price of the company exceeds $12.00 per share for a sustained period of time (3) BC Partners, Medina Capital, and existing shareholders subject to same lock-up terms as Starboard Combined company to be named Cyxtera Technologies, Inc. and will continue to report as a calendar basis company. Common stock and its warrants to trade on Nasdaq ("CYXT" and "CYXTW", respectively) Increased alignment with SVAC's differentiated structure where Class A shareholders currently hold 1/6 warrant, receive 1/6th warrant upon non-redemption, and receive a pro rata share of any warrants not allocated following redemptions Up to $75mm optional share purchase agreement to purchase stock of the combined company at $10 for 6 months post-closing Proxy expected to be filed in Q1'21 and closing in mid-2021 Subject to customary closing conditions including SVAC shareholder and regulatory approvals Cash sources & uses ($mm) Amount $404 250 79 $733 SVAC Cash PIPE Cyxtera B/S Cash Total Cash Sources Cash to Seller Retire Existing Debt Roll Cyxtera B/S Cash Incremental Cash to B/S Estimated Transaction Expenses Total Cash Uses Amount '21E Adj. EBITDA (x) Multiple Fully Distributed Value (-) Rolled Debt (-) Cap Leases (+) Cash Post-Deal Equity Value $453 79 152 50 $733 Pro forma valuation ($mm) Note: See "Disclaimer - Statement Regarding Non-GAAP Financial Measures" for the definition of Adj. EBITDA (1) Contractual Net Leverage reflects the GAAP calculation of capital lease obligations excluding payments resulting from Cyxtera's optional extension of leases; (2) Financial Net Leverage excludes capital lease obligations; (3) Defined as any 20 trading days within any 30-trading day period commencing at least 150 days after the initial business combination % of Total 55% 34 11 100% % of Total 62% 11 21 7 100% $220 15.6x $3,425 (888) (952) 231 $1,816 8 SVAC#9BC Partners: Cyxtera's existing sponsor Sponsor overview BC Partners is a leading global investment firm that is currently investing its eleventh flagship private equity fund BC Partners has continually operated for 35 years, with beginnings in Europe and expanding to North America as a core focus more than a decade ago The firm has over $40bn of assets under management, is currently investing out of its 11th private equity fund, and has completed 119 private equity investments representing over $180bn of transaction value across 18 countries BC Partners invests in five core sectors, including TMT, business & financial services, consumer & retail, industrials, and healthcare, and employs 65 private equity professionals operating from four offices: New York, London, Paris and Hamburg PETSMART/ Chewy G UNITED GROUP Cyxtera NAVEX GLOBAL PRESIDIO Future. Built. Defensive Growth Market-leading companies with downside protection operating in resilient but growing markets ■ Multiple operating levers creating growth optionality Investment philosophy ■ Aligned with strong, incentivized management teams ■All combined for attractive balance of risk and reward Focused Control buyouts of mid-to-large cap businesses in North America and Europe ■ Preferred partners of founders, families, and business owners Select current investments A Acuris GFL environmental A advanced IMAZ Cyxtera exemplifies BC Partners' investment philosophy: partnering with management to grow market leaders with industry tailwinds and fundamental downside protection GARDAWORLD SPRINGER NATURE 9 SVAC#10The Cyxtera Story#11Cyxtera at-a-glance ● ● ● ● ● ● ● Overview Cyxtera is the largest privately held global retail colocation data center provider(¹), and will be the third largest publicly held provider following the completion of the transaction (2) Global footprint of 61 data centers, with a presence in each of the Top 10 markets (3) Operations across North America, Europe, and Asia 2,300+ customers(5) across all major industry verticals Primary offering focused on retail colocation and interconnection services High growth CXD platform connects enterprises with leading service providers in a highly interconnected ecosystem Bare metal offering provides the financial and operational flexibility of cloud with the control, performance and security of enterprise-grade dedicated infrastructure 80.80.8 ІНІНІ III $690mm '20E Revenue --- Key stats 61 Data Centers 2,300+ Customers (5) 1.9mm 4 245 Sellable Sq. Ft. Total MW golo $213mm '20E Adj. EBITDA(4) Note: Several cities comprised of multiple markets: London (3), Chicago (2), New Jersey (2), Los Angeles (2) (1) Based on market share; (2) Based on number of markets, customers, and cross connects; (3) "Niche No More? Cushman & Wakefield Ranks 38 Global Data Center Markets," Cushman & Wakefield; (4) See Cyxtera "Disclaimer - Statement Regarding Non-GAAP Financial Measures" for the definition of Adj. EBITDA; (5) As of 12/31/2019 29 Markets 40k Cross Connects 11 SVAC#12Our transition into a digital infrastructure leader The opportunity the team saw in 2017 Identified high quality assets that were under appreciated within CenturyLink Network services were the priority for CenturyLink (now Lumen), not the data center business • Highly attractive secular tailwinds supported the mission-critical nature of these assets Potential to create only the second global retail provider BC Partners / Medina / former Terremark team had the experience to effectively carve-out the data center assets and position business for long term success as a next generation data center platform Cyxtera ● ● ● Execution (2017-2020) Completed the acquisition Separated core systems from CenturyLink and built new systems, including CRM and ERP, on expedited timetable Stood up and built out new salesforce and transitioned customer relationships Developed and implemented the new Cyxtera brand Invested meaningfully across the portfolio, adding sellable capacity in key markets Invested in interconnection solutions to further drive the carrier-neutral advantages of the data center platform Investing in new "as-a-service" offerings enabled by interconnection build-out Augmented product portfolio with innovative bare metal / software capabilities ● The future (2021+) Leverage world-class asset base and scale Fully independent platform with interconnection and "as-a-service" all in place Augmented offering with innovative solutions that address new demand drivers Established new Channel Program and augmented company's salesforce with sales "hunters" to further accelerate growth Recently built capacity in attractive markets that are experiencing strong demand Additional international expansion opportunities for further growth Seasoned management team with public market experience SVAC investment provides the company a public currency like its competitors have, improves its balance sheet and enhances its competitive position Opens up opportunities for inorganic growth and investing in new markets 12 SVAC#13Cyxtera is a leading global data center platform Cyxtera is the third largest (and largest private (¹)) independent retail colocation data center provider(2) N. America Europe APAC (As of 9/30/2020) 9500+ EQUINIX I Cyxtera 4000+ DIGITAL REALTY Global footprint EQUINIX 2300+ DIGITAL REALTY CyrusOne. Number of customers Cyxtera 1350+ ✓ CORESITE 1200+ QTS QTS ✓ X CORESITE 950+ X X CyrusOne. switch X X 950+ switch (As of 9/30/2020) 63 EQUINIX (in 'ooo's, as of 9/30/2020) 386 EQUINIX 48 DIGITAL REALTY 17% 162 DIGITAL REALTY Interconnection % of revenue (3) 9%(4) Source: Company Filings, Wall Street research (1) Based on market share; (2) Based on number of markets, customers, and cross connects; (3) As of 9/30/2020; Cyxtera data as of 12/31/2019; (4) Pro forma for Interxion Cyxtera Number of markets 29 Cyxtera 40 Cyxtera 18 10% QTS Number of cross connects 30 CORESITE 14 14% CyrusOne. 23 € CyrusOne. 6% 8 CORESITE 13+ QTS N/A 4 switch 9 switch 4% 13 SVAC#14Recognized as a Major Player in Colocation and Interconnection Services Market Capabilities Recognized as a major player by IDC MarketScape... 1 1 Interxion Rackspace Cyxtera 1 Telehouse NTT I Global CyrusOne CoreSite Digital Realty Trust I Data I Center 1 Division Equinix Leaders Major Players Contenders Participants Cyxtera offers a strong interconnection platform in key markets with all the major networking and cloud providers. ...and reaffirmed by third party feedback & industry analysts 11 Strategies Note: IDC MarketScape vendor analysis model is designed to provide an overview of the competitive fitness of ICT suppliers in a given market. The research methodology utilizes a rigorous scoring methodology based on both qualitative and quantitative criteria that results in a single graphical illustration of each vendor's position within a given market. The Capabilities score measures vendor product, go-to-market and business execution in the short-term. The Strategy score measures alignment of vendor strategies with customer requirements in a 3-5-year timeframe. Vendor market share is represented by the size of the icons. Source: IDC MarketScape (Doc. #US45717419; Dec 2019): Worldwide Colocation and Interconnection Services 2019-2020 Assessment Cyxtera 11 IDC - IDC MarketScape: Worldwide Colocation and Interconnection Services 2019-2020 Assessment In terms of options, Cyxtera offers plenty, as you'd expect from a big company. It also provides multiple levels of support and specifications according to individual business needs... Overall, this is another major provider that should be able to deliver on the hardware support you need. ANALYZE THE FUTURE techradar.pro - Best Colocation Providers of 2021 - (Brian Turner & Mike Williams) 14 SVAC#15Colocation / interconnect business model is the sweet spot Key characteristics Service Description Differentiators Asset ownership Customization required Carrier density Customer concentration Contract length Target yield Barriers to entry Select operators Cyxtera ● Wholesale / Hyperscale Typically lease an entire data center or data hall to a single customer Pricing for large power deployments Typically own land, shell, electrical equipment & cooling equipment High Low CyrusOne High 5-15 years (metered power) ~8-12% Medium QTS VANTAGE DATA CENTERS ● Retail / Interconnection Multiple tenants per data center Physical and virtual connectivity between enterprises / service providers Connectivity / Customer Ecosystem Mix of lease and own of land & shell, typically own electrical & cooling equipment Low High Low 3-5 years (flat rate) -20%+ High CORESITE Cyxtera EQUINIX Managed services Typically provides a comprehensive IT solution including hardware, private cloud, software and labor High touch services and employee accreditations Generally lease land, shell, electrical and cooling, own the servers that they sell-as-service to the customer High ENTIAL Medium Low MTM-1 year N/A Low t tierpoint rackspace technology. 15 SVAC#16Broad global coverage including all top 10 markets Cyxtera's global digital infrastructure platform positions the Company to enable enterprise digital transformation Singapore Asia Pacific $17.7bn TAM (¹) 12.2% CAGR ('20-24E) 3 Continents Tokyo Los Angeles 7 Countries Vancouver Seattle Moses Lake Silicon Valley НІНН ІНІНІ Denver Albuquerque Phoenix Minneapolis 29 Markets Dallas Chicago Columbus No America $18.4bn TAM (¹) 6.3% CAGR ('20-24E) Atlanta Montréal Toronto Tampa Boston NY/NJ Northern Virginia 10/10 Of the world's top markets(2) Note: Several cities comprised of multiple markets: London (3), Chicago (2), New Jersey (2), Los Angeles (2) (1) Structure Research 2019 Global Colocation Report; (2) Data Centers.com "What Are the Top Data Center Markets in the World?"; (3) Calculation based on 2,300+ customer base as of 12/31/2019 Cyxtera London 61 Amsterdam Data centers Europe $10.9bn TAM (¹) 10.9% CAGR ('20-24E) Frankfurt 29% Customers across multiple facilities(3) 16 SVAC#17Leading interconnection platform Highly interconnected facilities are strategic and critical infra assets that command premium pricing from customers and premium multiples Interconnection overview Key stats • Third largest interconnection service provider globally (¹) • Robust interconnection portfolio facilitates on-boarding of partner delivered services in the Cyxtera Marketplace • Customers are willing to pay a premium for capacity in highly interconnected facilities Gh SD- WAN SaaS Data centers within 3ms of latency to public cloud on-ramps On-Premise aws 43 AWS Internet Azure Cloud Environments NSPs Dark Fiber 39 Azure O Google Cloud 33 GCP (1) Based on number of total interconnects as reported by public peers; (2) Based on TTM data as of 09/30/20; (3) Data as of 12/31/2019 Cyxtera 10% 40k Total interconnects (Interconnection revenue as % of total revenue) 2019A 1,000+ Networks 90% EBITDA margin business(2) Interconnection growth +500bps 12% 2022E [6] 240+ Network service providers 17 Avg. NSPs/site 10% Cross connect% of revenue(3) 15% 2025E 17 SVAC#18Differentiated CXD & Enterprise Bare Metal offerings ● CXD is Cyxtera's software-defined interconnect solution Proprietary, in-house technology enables customer automation initiatives Software-programmable and massively scalable network fabric On demand ecosystem of NSPs, cloud onramps and technology service providers Enhances customer value proposition of connectivity ecosystem (# Customers) CXD: Software-defined interconnection 30 1019 Cyxtera 54 2019 77 Rapid CXD customer growth 3019 99 +583% 4019 130 Cyxtera Services 1Q 20 Colocation 155 2Q 20 Service Providers *** 181 Cloud On- Ramps & NSPs Enterprise Bare Metal 3Q20 205 4020 ● ● ● Enterprise Bare Metal: compute & interconnection Dedicated, cloud-agile private infrastructure Single-tenant, enterprise-class servers and storage Seamless extension to colocation environments Connectivity to approximately 1,000+ global networks Direct connections to public cloud on-ramps NVIDIA DGX A100 powered Al / ML Compute as a Service enables rapid AI/ML workload deployment "By leveraging bare metal services at Equinix to deploy digital infrastructure on demand, customers will be better equipped to reach everywhere, interconnect everyone and integrate everything that matters to their business. Equinix intends to leverage the Packet offering to accelerate the development and delivery of its interconnected edge services." un On its acquisition of bare metal provider Packet (Jan-20) EQUINIX 31 (# of Enterprise Bare Metal servers) 1019 56 Enterprise Bare Metal trends 2019 73 3019 +590% 86 4019 112 1Q 20 109 2Q 20 132 3Q20 214 4020 18 SVAC#19Expansive network of strategic partners Differentiated Lumen partnership LUMENⓇ Formerly known as Centurylink Cyxtera has maintained a strong relationship with CenturyLink /Lumen since the carve-out ✓ Lumen is a minority investor, customer and key strategic sales partner of Cyxtera ✓ Relationship was contractually renewed in 2020: ✓ New five year agreement provides attractive, market level pricing with baseline revenue commitments and opportunity for upside Cyxtera ✓ Renewed partnership framework, focused on cross- marketing and joint growth opportunities with enterprise customers ● Select partnership highlights ✓ NVIDIA® Systems optimized to support deployment of compute-heavy Al workloads for enterprise customers NVIDIA colocation services available in Cyxtera's data centers First data center operator to offer access to NVIDIA's DGX A100 Al hardware systems National and global carriers Network service providers & CDNs Cloud Exchange Cloud & laaS providers ✓ SaaS platforms ✓ Managed Services Providers ● One-click connection to ecosystem of partners and solutions Hewlett Packard Enterprise Cyxtera's Enterprise Bare Metal offering delivers high-velocity, on-demand infrastructure services powered by HPE The platform provides customers with expanded access to a broad portfolio of HPE infrastructure in an as-a-service model Ra radium cogent NUTANIX ormuco CLOUDFLARE UNITAS GLOBAL zadara EDJX Megaport zayo zenlayer 19 SVAC#20Why customers choose Cyxtera Ne Global footprint 61 facilities in 29 markets, including 10/10 of the most attractive global markets(¹) Breadth of offering Complete suite of colocation, connectivity, and bare metal solutions OO 00 OO World-class platform High quality assets with dense connectivity and strong customer ecosystem (1) Data Centers.com "What Are the Top Data Center Markets in the World?" Note: Several cities comprised of multiple markets: London (3), Chicago (2), New Jersey (2), Los Angeles (2) Cyxtera 2 Operational flexibility Flexible technical support services, portability and installation solutions for customers 188080 Market leadership Recognized as a leader by customers and industry thought leaders 기 Continuous innovation Proven track record of developing innovative products and services 20 SVAC#21Investment Highlights#22Cyxtera is a highly compelling investment opportunity I Cyxtera Compelling sector tailwinds fueling growth Cyxtera || Differentiated and innovative service offering IV V Blue chip customer base VI Dynamic partner ecosystems with powerful network effects Highly attractive business model Substantial growth opportunities VII Significant EBITDA growth potential through growing utilization VIII Accelerating growth in recent quarters IX Attractive financial profile with meaningful upside 22 SVAC#23Attractive secular tailwinds are fueling continued growth OO OO 00 IT outsourcing boom $288bn Big data & analytics market by 2022(¹) (% Outsourced Data Center Capacity)(6) 29% +20% 2019A 49% $1.1T+ Global loT spend by 2024 (2) Surging data usage (Global IP Traffic, Exabytes per Month)(7) 201 CAGR: 25% 396 $1.3T+ Digital transformation cumulative 2020-23 spend(3) 2022E Explosion of cloud (Cloud Spend, $ in bn)(8) $233 +15% $268 2022 E $13T Al contribution to global economy by 2030(4) Massive hybrid growth (Hybrid Cloud Spend, $ in bn)(8) CAGR: 39% $18 $86 2019E $13.2 T Annual contribution to global economy by 2035(5) from 5G buildout 2024E 2019E 2019A 2025E Source: (1) IDC.com "IDC Worldwide Big Data and Analytics Spending Guide, August (V2 2020) Forecast" (August 2020); (2) IDC.com "IDC's Worldwide Semiannual Internet of Things Spending Guide, December (V2 2020) Forecast" (Dec 2020); (3) IDC.com "New IDC Spending Guide Shows Continued Growth for Digital Transformation in 2020, Despite the Challenges Presented by the COVID-19 Pandemic" (May 2020); (4) McKinsey Navigating a world of Cyxtera Disruption (Jan 2019); (5) IHS Markit The 5G Economy (Nov 2019); (6) Worldwide Datacenter Installation Census and Construction Forecast, 2020-2024; (7) Cisco Visual Networking Index: Forecast and Methodology, 2017-2022; (8) Citi "Where The Mountains Touch The Clouds," 2018; (9) Structure Research 2020 Global Colocation Report All driving colocation (Global Colocation Market, $ in bn)(9) CAGR: 11% $48 2019A $92 2025E 23 SVAC#24|| Differentiated digital infrastructure offering 00 00 00 Ⓡ Global reach Differentiated interconnection platform are Metal offering FedRAMP certified AI / ML offering Cyxtera I I Cyxtera 29 Markets CXD Developed In-House 1 I I 물 EQUINIX Acquired via Packet X DIGITAL REALTY X X Public peers CORESITE X ✓ X X X QTS X X X X X switch X X X X X 24 SVAC#25||| Blue chip customer base Revenue by customer size SMB & Other 9% Enterprise 91% 91% of revenue generated from large, established private and public organizations Large opportunity in the Federal sector Note: Data as of 12/31/19 (1) TMT defined as Cloud / IT Services, NSP / Service Providers, and Media & Content Cyxtera Other customers 58% Customer concentration Lumen (f.k.a. CenturyLink) 13% Top 2-10 21% Top 10-20 8% Low customer concentration w/ 2,300+ customers and Top 20 Customers <50% Top 20 Customers have long tenure with Weighted Average Lease Term of 13.4 years Revenue by industry Cloud & IT 37% Services Other 11% Consumer 4% Healthcare 6% 3% Manufacturing & Industrials 11% FinServ & RE 9% Network Service Providers 19% Media & Content -2/3 of revenue generated from fast growing, COVID resilient TMT(¹) sector and minimal exposure to Leisure 25 SVAC#26M Dynamic partner ecosystems with powerful network effects IV I I I I ALLEN & OVERY Media & content Network service providers AT&T CC GEODIS CROWN CASTLE LUMENⓇ verizon zayo Cyxtera BOSCH Invented for life Capgemini KAISER PERMANENTEⓇ Financial services MARVEL Manufacturing & industrial Cloud on ramps CloudLink® SECURE THE CLOUD, TRUST THE CLOUD LUMEN Megaport CARIS™ LIFE SCIENCES Enterprises Service Providers NYSE CHANGE HEALTHCARE Healthcare REFINITIV Bare Metal FUJITSU Hewlett Packard Enterprise NUTANIX DELLEMC NVIDIA® System integrator Fidelity INVESTMENTS Softcat Professional services Technology providers EDJX SIRIUS zadara zenlayer 26 SVAC#27V Highly attractive business model 1 2 3 4 Predictable top-line Robust operating leverage Success-based capital deployment Significant upside potential More than 90% of the revenue is recurring Long-term customer relationships - average contract tenure of 13.4 years for top 20 customers(¹) • Robust network effects drive customer stickiness and reduce churn (avg. monthly 0.8% MRR(2)) Cyxtera 70% of cost structure is fixed Higher utilization driving strong EBITDA flow through and margin expansion More than 70%(3) of capex is success based on expansion, installation and enhancements Small portion of capex considered maintenance (~3% of revenue) to maintain asset base • Ability to organically grow EBITDA at above industry average levels within existing footprint New markets and inorganic growth provide meaningful upside potential (1) Excludes Lumen (f.k.a CenturyLink); (2) Based on average quarterly churn over LTM as of 12/31/20 27 SVAC#28VI Substantial growth opportunities EBITDA expansion 1 Capitalize on in-place capacity 67% utilization (1) Based on 65 strategic colocation deals since 2012 Cyxtera Standalone plan Market share expansion 2 Expand existing footprint 40 London/Singapore / Chicago/Silicon Valley 3 Lower churn Cross sell products garan Interconnection, Bare Metal, and Al Capital deployment opportunities 4 Geographic expansion Europe, Asia and Latin America Multiple value creation levers 5 Strategic M&A H $59bn of strategic M&A in sector since 2012 (¹) 28 SVAC#29VI Opportunity to accelerate growth with inorganic strategy Disciplined M&A strategy has potential to accelerate execution of strategy and reduce risk Sector ripe for further consolidation Cyxtera well placed to be a consolidator The opportunity • Sector remains fragmented despite $59bn M&A since 2012 (¹) • Value creation driven by cost and revenue synergies from cross / up-sell ● ● Clear benefits to scale with enterprise customers looking for global partners ● Scaled platform, with experience operating in global markets Strong brand and platform that is already viewed as a leader Systems and personnel in place to support much larger platform Management track record of successful M&A execution Public currency enhances financing capabilities (1) Based on 65 strategic colocation deals since 2012 Cyxtera goog Enhance connectivity & service provider ecosystem Acquiring select platforms or facilities with attractive connectivity & customer ecosystems Cyxtera's areas of focus & New market entry Adds scale and enhances reach of colo / interconnect platform with a focus on Europe, Asia & LatAm Cyxtera Increase asset ownership Opportunity to buy-in select leased assets to enhance asset ownership over time 29 SVAC#30VII Significant EBITDA growth potential through growing utilization Substantial in-place and expansion capacity available to address continued demand Growing utilization could create significant value (¹) ($ in mm, except enterprise value and uplift) Current utilization $220 67% 1 I 26% uplift $57 $220 75% 2021E Adj. EBITDA Note: See "Disclaimer - Statement Regarding Non-GAAP Financial Measures" for the definition of Adj. EBITDA (1) Assumes fixed Revenue per Sq. Ft. and 70% EBITDA margin on incremental revenue. Cyxtera Utilization 54% uplift $118 $220 80% EBITDA Uplift from Utilization Increase 77% uplift $170 $220 85% 30 SVAC#31VIII Accelerating growth in recent quarters $4.9 4019A Accelerating bookings(¹) Reorganized Salesforce $5.1 1Q20 A 39% $5.5 2Q20A Launched new channel program $6.0 3Q20 A (1) Bookings metrics do not include renewals and are based on TTM data as of each quarter end (2) Core churn defined as churn excluding CTL as a customer Cyxtera $6.8 4Q20E (Average monthly core churn, % of MRR) Churn added to Salesforce Incentives 0.9% Stabilizing core churn (²) 4Q19A 0.8% 1Q 20 A 0.9% 2Q20A 0.8% 3Q20A 0.8% 4Q20E 31 SVAC#32IX Attractive financial profile with meaningful upside Conservative management plan that does not account for potential upside from capital investments in new market expansions Long-term financial profile ($ in mm) Lumen Core ($ in mm) $679 2019A Cyxtera $203 $690 2020 E $213 2020 E Total revenue Adj. EBITDA (2) $691 2021 E $220 2021E $719 2022 E $245 2019A Source: Company filings, management estimates (1) Core revenue excludes Lumen (f.k.a. CenturyLink) contribution; (2) See "Disclaimer - Statement Regarding Non-GAAP Financial Measures" for the definition of Adj. EBITDA Long-term Core(¹) revenue growth rate 2022 E -7% 2021E-2025E Long-term Adj. EBITDA (2) growth rate ~12% 2021E-2025E Run-Rate Margin -48% 2025E Adj. EBITDAR margin -40% 2025E Adj. EBITDA(2) margin 32 SVAC#33SVAC Cyxtera ©2021 Cyxtera Technologies, Inc. All Rights Reserved. The Cyxtera logo and certain product names are the property of Cyxtera. All other marks are the property of their respective owners.#34Appendix#35Capitalization ($ in mm) Cash and Cash Equivalents $150mm Revolver (Maturing 5/2022) 1st Lien Debt (Maturing 5/2024) 2nd Lien Debt (Maturing 5/2025) Capital Leases Total Debt Net Debt (¹) Less: Optional renewal portion of Capital Leases Contractual Net Debt (Excl. Optional Capital Leases) Less: Contractually obligated Capital Leases Less: Equipment Leases Financial Net Debt (Excl. All Capital Leases) Key Credit Metrics 2020E Adj. EBITDA / Net Leverage (4) 2020E Adj. EBITDA/ Contractual Net Leverage (5) 2020E Adj. EBITDA / Financial Net Leverage (6) Total Liquidity Pro forma capitalization table Rate L + 300 bps L + 300 bps(2) L + 725 bps Metric $213 213 213 Reported 9/30/2020 $79 143 888 310 (3) 952 $2,292 2,212 (139) 2,074 (3) (790) (22) 1,261 10.4x 9.8 5.9 $81 Adj. $152 (143) (310) ($453) Source: Company filings (1) Net Debt is equal to total debt minus cash and cash equivalents; (2) Incremental $100m First Lien Term Loan Interest rate of L + 400 bps; (3) Debt balances are based on GAAP reporting and are shown gross of unamortized issuance costs; (4) Net leverage is calculated by dividing net debt by 2020E Adj. EBITDA; (5) Contractual Net Leverage is calculated by dividing Contractual Net Debt (the GAAP calculation of Capital Cyxtera Lease obligations, adjusted to exclude obligations attributable to the term of any future lease extension option exercisable at the Company's discretion) by 2020E Adj. EBITDA; (6) Financial Net Leverage is calculated by dividing Financial Net Debt (Net Debt, adjusted to exclude all Capital Lease obligations) by 2020E Adj. EBITDA PF 9/30/2020 $231 888 952 $1,839 1,608 (139) 1,469 (790) (22) 657 7.6x 6.9 3.1 $375 35 SVAC#36Reconciliation of non-GAAP financials measures. ($mm) Net Income Net Gain/Loss from Continuing Operations Deferred Income Tax Expense / (Benefit) Income Tax Expense / (Benefit) Charitable Contributions Bank Charges Gain or Loss (From Investment) Gain or Loss (Exchange Rate) Gain or Loss (Sale of Asset) Debt Issuance Cost Amortization Interest and Other Expenses Loss on Impairment of Assets Depreciation & Amortization EBITDA Reversal of Bad Debt Credits One-time stand up costs Recurring charges (¹) Equity-based compensation Restructuring and cost saving initiatives Adjusted EBITDA (1) Non-cash and non-operating recurring charges Cyxtera Adjusted EBITDA reconciliation 2019A ($295) 3 (88) 2 O 1 (0) O 3 6 144 130 220 $126 O 36 11 16 13 $203 2020E ($239) O O (0) ωομο ο O 6 165 17 232 $185 (3) 11 6 7 6 $213 36 SVAC#37Cyxtera Cash Flow Profile ($mm) EBITDA % growth (+) Cash Adjustments (+) Non-Cash Adjustments Adj. EBITDA % growth (-) Maintenance Capital Expenditures % revenue Adj. EBITDA - Maint. Capex % conversion (3) % growth (4) (-) Taxes, net (-) Change in Net Working Capital (-) Other Non-Cash Adjustments ¡Unlevered Free Cash Flow (before growth investments) % conversion (3) % growth (-) Total Interest Expense & Other (Net of Non-Cash Interest Expense) Levered Free Cash Flow (before growth investments) % conversion (3) % growth (-) Growth Capital Expenditures (7) (1) (2) Levered Free Cash Flow % conversion (3) % growth (-) Repayment of capital leases and other financing obligations, net (-) Repayment of long-term debt Net Cash Flow Historical 2019A $126 37 39 $203 (56) 8% $146 72% (2) (10) $127 63% (137) ($10) (5%) (99) ($110) (54%) (40) (9) ($159) 2020E $185 46% 12 16 $213 5% (21) 3% $192 90% 31% 2 76(5) (10) $260 122% 105% (158) $102 48% NM (34) $68 32% NM (36) (9) $23 Projections 2021E $197 7% 9 14 $220 3% (22) 3% $198 90% 3% F $192 87% (26%) (6) (133) $59 27% (42%) (54) $5 2% (93%) (62) (9) ($67) Source: Cyxtera management. Notes: (1) Includes total maintenance and corporate capital expenditures. (2) Net of financed portion of $2.6 million of corporate capital expenditures in 2021 and 2022. (3) Based on respective metric divided by adjusted EBITDA. (4) Net of deferred tax benefit or expense. (5) 2020 net working capital benefitted from one-time items, including settlement of legacy accounts, improvements to the collections process, Cyxtera enhanced payments terms with key vendors, as well as realized operational efficiencies related to 2019/20 cost-savings initiatives. (6) Pro forma for deleveraging as a result of the $654 million SPAC/PIPE transaction assumed to occur in Q1 2021. (7) Net of financed portion of $3.3 million of bare metal capital expenditures in 2021 and 2022. (8) Consists of mandatory debt repayment on first lien and incremental first lien debt. 2022E $231 17% O 14 $245 11% (23) 3% $222 91% 12% (2) $220 90% 15% (140)(6) 1 37 $80 33% 36% (73) $7 3% 56% (49) (9) ($52) SVAC#38Cyxtera GAAP Free Cash Flow Reconciliation ($mm) Net cash provided by continuing operating activities (+) Total Cash EBITDA Adjustments (-) Maintenance Capital Expenditures (incl. out-of-period capex) (+) Total Interest Expense & Other (Net of Non-Cash Interest Expense) Unlevered Free Cash Flow (before growth investments) (-) Total Interest Expense & Other (Net of Non-Cash Interest Expense) Levered Free Cash Flow (before growth investments) (-) Growth Capital Expenditures (incl. out-of-period capex) Levered Free Cash Flow (-) Repayment of capital leases and other financing obligations, net (-) Repayment of long-term debt Net Cash Flow Cyxtera Source: Cyxtera management. 2019A $9 37 (56) 137 $127 (137) ($10) (99) ($110) (40) (9) ($159) 2020E $110 12 (21) 158 $260 (158) $102 (34) $68 (36) (9) $23 38 SVAC

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