EX-99.(C)(VIII) 3 d844175dex99cviii.htm EX-99.(C)(VIII) EX-99.(c)(viii)

Exhibit (c)(viii)

 

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Neon Discussion MaterialsDecember 2023


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Agenda Barclays is pleased to present our perspectives on the following: • Situation Review • Overview of Neon’s Financial Projections • Initial Perspectives on Valuation • Outline of Recommended Next Steps • Overview of Potential Partners for Neon Gary Posternack Gary Katz Alejandro Palacio Jingwen Du Managing Director Managing Director Managing Director Director Co-Head of Global M&A Global Head of Payments Technology M&A Technology M&A (212)-526-4663 (929)-694-1205 (646)-812-2258 (646)-374-0716 gary.posternack@barclays.com gary.katz@barclays.com alejandro.palacio@barclays.com jingwen.du@barclays.com 1


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Situation Review


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All currencies stated in USD ($) Summary of Aqua’s Proposals throughout materials Two offers received: $24.00 per share (11/22/23) & $28.80 per share (12/4/23) Aqua Aqua ï,— General: On November 22, 2023, Aqua and Cobalt ($ in millions, except per share) Current Offer #1 Offer #2 submitted an offer of $24.00 per share for Neon, Purchase Price per Share $24.25 $24.00 $28.80 which was rejected. Subsequently, on December 4, Premium to Current - (1%) 19% 2023, Aqua and Cobalt followed up with an offer of Premium to Price on that Day 23% 28% $28.80 per share, representing a 20% increase to its Movement vs. Prior 20% initial bid 147.29 147.28 147.38 Fully Diluted Shares O/S $3,572 $3,535 $4,245 ï,— Consideration: Cash, besides any agreed upon roll- Total Diluted Equity Value over equity Plus: Total Debt (1) $1,257 $1,257 $1,257 16 16 16 Existing Shareholder Roll-Over: Philip Fayer to roll Plus: Noncontrolling Interests ï,— 100% of his existing equity interest; Novacap and Less: Cash and Marketable Securities (121) (121) (121) $4,724 $4,687 $5,396 CDPQ to be invited to participate in rollover Total Enterprise Value Premiums Analysis: ï,— Proposed Transaction Timing: Six weeks to $24.25 - (1%) 19% Current Share Price execute confirmatory due diligence and negotiate 21.28 14% 13% 35% 30-Day Average definitive transaction documentation 17.59 38% 36% 64% 90-Day Average 43.77 (45%) (45%) (34%) ï,— Certainty: Aqua ensures certainty of funds through 52-Week High (04/13) existing equity and debt financing relationships 13.35 82% 80% 116% 52-Week Low (10/27) Growth(2) Multiples Analysis: ï,— Exclusivity Requested: Six weeks following the CY 2023E Revenue $1,180 11% 4.0x 4.0x 4.6x signing of the offer letter CY 2024E Revenue 1,384 11% 3.4x 3.4x 3.9x Margin CY 2023E Adj. EBITDA $429 36% 11.0x 10.9x 12.6x CY 2024E Adj. EBITDA 474 34% 10.0x 9.9x 11.4x Sources: Company filings, Management projections, FactSet. Market data as of 12/14/2023. (1) As of Q3 2023 ending 9/30/2023; Total Debt consists of $743mm of Existing Reducing RCF, $500mm of Existing Term Loan, and $14mm of Lease Liabilities. (2) Reflects pro forma revenue growth. 2

 


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Neon Trading Performance Since IPO Share Price Market ($ in millions, except per share data) Correction & (2) Market Statistics Operating Metrics & Multiples Covid Short-Seller Report Stock Price (12/14/23) $24.25 2023E Revenue $1,180 4.0x 52-Week High $43.77 2024E Revenue 1,384 3.4x 52-Week Low $13.35 Basic Shares 139.1 2023E EBITDA $429 11.0x Plus Dilutive Shares 8.2 2024E EBITDA 474 10.0x Diluted Shares 147.3 Equity Value $3,572 Net Leverage 2.7x Less Cash (121) Plus Debt(1) 1,273 Enterprise Value $4,724 52W High: $43.77 IPO: $26.00 $24.25 52W Low: $13.35 Earnings Releases Acquisitions 30 1 2 3 52 Week 52 Week Dav Avg. Year Avg. Year Avg. Year Avg. High Low Share Price $21.35 $28.04 $36.58 $51.85 $43.77 $13.35 % Prem. / (Disc.) to Current ($24.25) (12%) 16% 51% 114% 80% (45%) Source: FactSet, Company Filings. Market data as of 12/14/2023. (1) “Debt” includes NCI of $16mm. (2) Based on Management projections. 3


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Historical Performance vs Comparables 400% 79% 18% 6% (23%) (61%) (32%) 300% (5%) 4% (29%) (24%) 200% 141% 100% 71% 76% 0% Sep-20 Mar-21 Oct-21 Apr-22 Nov-22 May-23 Dec-23 65.0.x 33.3x 17.5x 35.6x 16.1x 14.0x 11.4x 50.0.x 9.8x 10.4x 21.2x 13.1x 35.0.x 30.9x 20.0.x 16.3x 10.9x 8.8x 5.0.x Sep-20 Mar-21 Oct-21 Apr-22 Nov-22 May-23 Dec-23 Neon Peers SP 500 Source: FactSet, Wall Street research. Market data as of 12/14/2023. Note: Peer group includes: Adyen, dLocal, FIS, Fiserv, Fleetcor, Global Payments, i3 Verticals, Paysafe, Repay, Shift4. Shift4 market data on 12/14/2023 assumed to be equal to 12/13/2023, the last unaffected day before GPN acquisition rumors, for purposes of unaffected price analysis. (1) Neon EV / NTM EBITDA multiples based on Consensus estimates. EV / NTM EBITDA multiples greater than 75.0x or less than 0.0x are considered “NM”. (2) From 9/17/2020 to 12/14/2023. 4


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Summary of Offers & Implied Multiples at Various Prices Aqua Aqua ($ in millions, except per share) Current Offer #1 Offer #2 Transaction Stock Prices of: Purchase Price per Share Wall Street $24.25 $24.00 $28.80 $30.00 $32.00 $34.00 $36.00 $38.00 $40.00 Price Target: Premium to Current Low - (1%) 19% 24% 32% 40% 48% 57% 65% Mean ($19) ($27) ($40) High 147.29 147.28 147.38 147.41 147.44 147.47 147.50 147.62 147.78 Fully Diluted Shares O/S $3,572 $3,535 $4,245 $4,422 $4,718 $5,014 $5,310 $5,610 $5,911 Total Diluted Equity Value Plus: Total Debt(1) $1,257 $1,257 $1,257 $1,257 $1,257 $1,257 $1,257 $1,257 $1,257 16 16 16 16 16 16 16 16 16 Plus: Noncontrolling Interests Less: Cash and Marketable Securities (121) (121) (121) (121) (121) (121) (121) (121) (121) $4,724 $4,687 $5,396 $5,574 $5,870 $6,166 $6,462 $6,761 $7,063 Total Enterprise Value Premiums Analysis: Current Share Price $24.25 - (1%) 19% 24% 32% 40% 48% 57% 65% 30-Day Average 21.28 14% 13% 35% 41% 50% 60% 69% 79% 88% 90-Day Average 17.59 38% 36% 64% 71% 82% 93% 105% 116% 127% 52-Week High (04/13) 43.77 (45%) (45%) (34%) (31%) (27%) (22%) (18%) (13%) (9%) 52-Week Low (10/27) 13.35 82% 80% 116% 125% 140% 155% 170% 185% 200% Growth(2) Multiples Analysis: CY 2023E Revenue $1,180 11% 4.0x 4.0x 4.6x 4.7x 5.0x 5.2x 5.5x 5.7x 6.0x CY 2024E Revenue 1,384 11% 3.4x 3.4x 3.9x 4.0x 4.2x 4.5x 4.7x 4.9x 5.1x Margin CY 2023E Adj. EBITDA $429 36% 11.0x 10.9x 12.6x 13.0x 13.7x 14.4x 15.1x 15.8x 16.5x CY 2024E Adj. EBITDA 474 34% 10.0x 9.9x 11.4x 11.8x 12.4x 13.0x 13.6x 14.3x 14.9x Sources: Company filings, Management projections. Market data as of 12/14/2023. (1) As of Q3 2023 ending 9/30/23; Total Debt consists of $743mm of Existing Reducing RCF, $500mm of Existing Term Loan, and $14mm of Lease Liabilities. (2) Reflects pro forma growth. 5


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Overview of Neon’s FinancialProjections


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Overview of Neon’s Management Plan by Revenue Segment Global Commerce $604 $689 $783 $943 $1,137 $1,358 $1,603 18% % Growth  14% 14% 21% 21% 20% 18% B2B, Government & ISV $195 $245 $292 $350 $420 $485 $557 18% % Growth  26% 19% 20% 20% 16% 15% SMB $318 $310 $308 $299 $286 $273 $261 (3%) % Growth  (2%) (0%) (3%) (5%) (5%) (5%) Pro Forma Revenue(1)(2) $1,117 $1,244 $1,384 $1,593 $1,843 $2,117 $2,420 14% % Growth  11% 11% 15% 16% 15% 14% Global Commerce $604 $689 $783 $943 $1,137 $1,358 $1,603 18% % Growth  14% 14% 21% 21% 20% 18% B2B, Government & ISV $4 $187 $292 $350 $420 $485 $557 24% % Growth  4698% 56% 20% 20% 16% 15% SMB $235 $303 $308 $299 $286 $273 $261 (3%) % Growth  29% 2% (3%) (5%) (5%) (5%) Reported Revenue(2) $843 $1,180 $1,384 $1,593 $1,843 $2,117 $2,420 15% % Growth 16% 40% 17% 15% 16% 15% 14% Source: Company materials, Management projections. (1) Includes contributions from Till (acq. November 2023) and Apex (acquisition to be announced), assumes PF full year contribution from acquisitions as if acquisitions closed as of 1/1/2022. (2) Revenue provision includes a ($50m) provision in CY24E that has been allocated across individual revenue segments.  6 


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Overview of Neon’s Management Plan Target: 15-20% Growth in Medium Term 15% Pro Forma Revenue(1) $1,117 $1,244 $1,384 $1,593 $1,843 $2,117 $2,420 14% 14% % Growth 11% 11% 15% 16% 15% 14% Reported Revenue(1) $725 $843 $1,180 $1,384 $1,593 $1,843 $2,117 $2,420 15% % Growth 93% 16% 40% 17% 15% 16% 15% 14% Total Cost of Sales (171) (222) (275) (336) (399) (472) (558) ‘23B—‘28E CAGR ‘24E—‘28E CAGR % Reported Revenue 20% 19% 20% 21% 22% 22% 23% Gross Profit $574 $672 $957 $1,108 $1,256 $1,444 $1,645 $1,862 14% % Margin (Reported Revenue) 79% 80% 81% 80% 79% 78% 78% 77% Target: Operating Expenses(3) (300) (491) (563) (619) (686) (752) (813) 50%+ Adj. EBITDA Margin in Long-Term % Reported Revenue 36% 42% 41% 39% 37% 36% 34% Other (50) (89) (106) (108) (116) (125) (133) 36% 40% % Reported Revenue 6% 8% 8% 7% 6% 6% 6% 34% Adj. EBITDA Addback(4) 30 52 35 41 47 54 62 % Reported Revenue 4% 4% 3% 3% 3% 3% 3% Adj. EBITDA (pre-SBC)(5) $317 $351 $429 $474 $570 $689 $822 $977 18% % Margin (Reported Revenue) 44% 42% 36% 34% 36% 37% 39% 40% ‘23B ‘24E ‘28E % Growth 11% 22% 11% 20% 21% 19% 19% CapEx 27 48 56 83 96 111 127 145 % Reported Revenue 4% 6% 5% 6% 6% 6% 6% 6% Target: Adj. EBITDA—Capex $290 $303 $373 $391 $475 $578 $695 $832 17% 4-6% Capex as % of Rev. in Medium Term % Conversion 91% 86% 87% 82% 83% 84% 85% 85% Memo: 6% 6% 5% Change in NWC Impact on FCF $22 ($11) ($2) ($21) ($29) ($35) ($40) ($42) D&A $91 $101 $137 $150 $172 $200 $235 $253 % Reported Revenue 13% 12% 12% 11% 11% 11% 11% 10% SBC $53 $139 $137 $117 $95 $97 $106 $116 % Reported Revenue 7% 16% 12% 8% 6% 5% 5% 5% ‘23B ‘24E ‘28E Source: Company materials, Management projections. Management Medium and Long-Term targets as of Q3 2023 filing. (1) Includes a ($50m) provision in CY24E that has been allocated across individual revenue segments. (2) Based on Pro Forma Revenue. (3) OpEx includes employee compensation, professional fees, transaction losses (recoveries), commissions and contingent consideration adjustments. This excludes D&A and SBC. (4) Based on acquisition, integration and severance costs, FX impact, and legal settlements. (5) Excludes SBC and D&A. (6) Based on Reported Revenue. 7


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Neon: Management Plan vs Consensus Estimates ($ millions) Reported Revenue $1,180 $1,384 $1,593 $1,188 $1,385 $1,603 ($8) ($2) ($10) % Organic Growth 11% 11% 15% 11% 11% 15% 0% 0% 0% / % Delta Adj. EBITDA $429 $474 $570 $433 $518 $616 ($4) ($43) ($46) % Margin / % Delta 36% 34% 36% 36% 37% 38% (0%) (3%) (3%) Total CapEx ($56) ($83) ($96) ($60) ($70) ($77) $4 ($13) ($19) % Revenue / % Delta 5% 6% 6% 5% 5% 5% (0%) 1% 1% Adj. EBITDA—CapEx $373 $391 $475 $373 $441 $540 $0 ($49) ($65) % Conversion / % Delta 87% 82% 83% 86% 85% 88% 1% (3%) (4%) % Margin / % Delta 32% 28% 30% 31% 32% 34% 0% (4%) (4%) Source: Company materials, Management projections, FactSet, Wall Street research. Market data as of 12/14/2023. 8


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Initial Perspectives on Valuation


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Neon Preliminary Valuation Summary 12/14 SP: $24.25 Aqua Bid #2: $28.80 Comparable Companies Aqua Bid #1: $24.00 Selected Trading Comps: ï,— 10.5x – 12.5x CY23E Adj. EBITDA of $429mm CY2023E EBITDA $22.75 $28.72 9.5x – 11 EBITDA ï,— .5x CY24E Adj. of $474mm CY2024E EBITDA $22.90 $29.37 Precedent Transactions Precedent Transactions: ï,— 16.0x – 18.0x CY23E Adj. EBITDA of $429mm CY2023E EBITDA $38.95 $44.80ï,— 14.0x – 16.0x CY24E Adj. EBITDA of $474mm CY2024E EBITDA $37.46 $43.93 Discounted Cash Flow (5-Year): Discounted Cash Flow $35.00 $44.52 ï,— Exit LTM EBITDA multiple of 10.5x – 12.5xï,— Discount rate of 13.5% – 15.0% LBO $26.42 $36.96 LBO: Premiums Paid (Current) $30.32 $36.38 ï,— Exit LTM EBITDA multiple of 10.5x – 12.5x Premiums Paid (52W High) $35.02 $48.15ï,— Net Leverage of 5.0x – 5.5x ï,— 20 – 25% Target IRR Analyst Price Target $19.00 Median: $26.00 $40.00 52 Week Range $13.35 Avg: $28.05 $43.77 Premiums Paid: Share Price $0 $20 $40 $60ï,— 25 – 50% premium to current share price of Prem. (Disc.) to Current (100%) (18%) 65% 147% $24.25 Enterprise Value $1,152 $4,081 $7,013 $9,945 ï,— (20) – 10% premium to 52W High of $43.77 EV / CY23 EBITDA 2.7x 9.5x 16.4x 23.2x EV / CY24 EBITDA 2.4x 8.6x 14.8x 21.0x Source: Company information, Management projections, Wall Street research, FactSet. Market data as of 12/14/23. 9


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Benchmarking Operating and Valuation Metrics 3Yr NTM 3Yr LTM CY23E CY23E Avg.(2) Avg.(2) Neon (1) (Mgmt.) 11% 11% 34% 36% 10.0x NA 11.0x NA Neon (1) (Wall Street) 11% 11% 37% 36% 9.1x 20.3x 10.9x 26.6x 38% 53% 32% 32% 15.0x 29.7x 20.6x 35.5x (3) 24% 26% 48% 46% 11.5x 17.5x 15.0x 25.6x 24% 25% 44% 43% 34.1x 39.2x 43.3x 48.1x 10%(4) 8% 43% 42% 8.6x 13.3x 9.7x 16.4x 9% 11% 53% 53% 11.8x 12.7x 12.9x 14.6x 9% 14% 29% 27% 10.2x 12.4x 11.6x 15.3x 8% 8% 45% 45% 11.6x 12.6x 12.5x 14.0x 7% 7% 51% 50% 10.3x 12.6x 11.2x 14.1x 7% 7% 30% 29% 6.0x 10.2x 6.6x 11.4x (5) 3% 1% 41% 40% 10.2x 11.9x 10.8x 13.0x Median 9% 10% 44% 43% 10.9x 12.7x 12.0x 14.9x Source: FactSet, Company materials, Management projections. Market data as of 12/14/2023, except Shift4. Shift4 market data as of 12/13/2023, the last unaffected day before GPN acquisition rumors, for purposes of unaffected price analysis. (1) Revenue growth adjusted for Paya acquisition (2023). (2) Based on Factset. Reflects 3-year average of NTM / LTM EBITDA values; values greater than 75x or less than 0x excluded. (3) Shift4 revenue growth, EBITDA margin and EBITDA multiples based on CY22, CY23 and CY24 revenue and EBITDA figures pro forma for full year contribution from Finaro, SpotOn and Focus POS acquisitions; CY23 contribution calculated by annualizing full-quarter Q4 revenue and EBITDA contribution; CY22 contribution implied using Finaro, SpotOn and Focus POS CY23 growth rates of 15%, 20% and 20%, respectively. (4) Organic growth based on PF revenue disclosed by REPAY which had all acquisitions occur on January 1, 2020 and adjusted for Blue Cow divestiture. (5) Reflects RemainCo basis excluding contribution from Worldpay; cash balance includes impact of estimated $12bn net cash proceeds from Worldpay transaction. 10


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Select Precedent Transactions Enterprise Value Multiple Announced Enterprise NTM / LTM EBITDA Margin Revenue EBITDA Date Acquiror Target Value Rev. Growth LTM NTM LTM NTM LTM NTM 07/06/2023 GTCR(1) Worldpay $17,500 3% 38% 38% 3.7x 3.6x 9.8x 9.5x 04/21/2023 Brookfield Network International Holdings $2,792 16% 41% 41% 6.4x 5.5x 15.6x 13.3x 01/09/2023 Nuvei Paya $1,300 13% 26% 26% 4.7x 4.2x 18.2x 16.0x 10/28/2022 Sixth Street / BGH Capital (2) Pushpay $933 13% 27% 25% 4.3x 3.8x 16.1x 15.0x 08/01/2022 GPN EVO Payments $4,133 15% 37% 38% 7.4x 6.6x 20.2x 17.6x 04/22/2021 Deluxe First American Payments Systems $960 6% 20% 21% 3.3x 3.1x 16.4x 15.0x 11/02/2020 Nexi (3) Nets $9,076 9% 36% 40% 7.4x 6.8x 20.4x 17.3x 10/05/2020 Nexi SIA $6,294 5% 39% 39% 7.8x 7.4x 19.8x 18.7x 02/03/2020 Worldline Ingenico $9,903 5% 20% 20% 3.0x 2.9x 15.3x 14.2x 05/28/2019 Global Payments Total System Services $25,722 6% 34% 35% 6.3x 5.9x 18.4x 17.1x 05/22/2019 Nuvei SafeCharge International $755 10% 27% 28% 5.5x 4.9x 20.3x 17.6x 03/18/2019 FIS Worldpay $42,487 8% 49% 51% 10.6x 9.8x 21.7x 19.3x 01/16/2019 Fiserv First Data $39,464 5% 38% 38% 4.5x 4.3x 12.0x 11.4x 05/15/2018 Worldline SIX Payments Services $2,745 NA NA 23% NA 4.4x 27.1x 19.0x 04/12/2018 Paysafe Group Plc iPayment Holding $1,000 5% 30% 31% 4.2x 4.0x 14.0x 13.0x 12/18/2017 Total System Services Cayan $1,050 12% 28% 29% 7.7x 6.9x 27.6x 23.9x 10/19/2017 First Data BluePay $760 ~13% ~30% ~30% 6.7x 5.1x ~18.0x ~16.0x 09/25/2017 Hellman & Friedman Nets $6,475 4% 36% 37% 5.3x 5.1x 14.8x 13.9x 07/21/2017 CVC / Blackstone Group Paysafe Group $4,017 21% 30% 29% 4.0x 3.3x 13.4x 11.6x 07/04/2017 Vantiv Worldpay Group $12,115 12% 42% 42% 7.9x 7.0x 18.8x 16.7x 05/29/2017 First Data CardConnect $719 18% 23% 24% 4.4x 3.7x 19.0x 15.4x 05/17/2017 North American Bancard Total Merchant Services $557 ~5% 35% NA NA NA 13.5x 12.5x 1st Quartile 5% 27% 25% 4.3x 3.8x 14.9x 13.4x Median 8% 35% 33% 5.4x 4.9x 18.2x 15.4x Mean 10% 33% 33% 5.8x 5.2x 17.7x 15.6x 3rd Quartile 13% 38% 38% 7.4x 6.4x 20.3x 17.6x Post Market Peak Mean 11% 33% 33% 4.8x 4.3x 14.9x 13.5x Source: FactSet, Dealogic, Merger Market, Company Reports, Wall Street Research. Note: Statistics include estimates where applicable. (1) GTCR/Worldpay EV excludes contingent consideration; EBITDA inclusive of estimated dis-synergies and previously unallocated corporate & other costs. (2) Pushpay was acquired at a multiple of 16.7x based on the midpoint of the revised FY23 EBITDAF guidance of USD $56mm. (3) Multiples based on calendarized “Reported” metrics disclosed by Nexi. 11


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DCF Analysis (Management Plan) Discounted Cash Flow Analysis(1) ($ in millions) Management Estimates ‘23-‘28 CY22A Q4 CY23E CY24E CY25E CY26E CY27E CY28E CAGR Reported Revenue $843 $311 $1,384 $1,593 $1,843 $2,117 $2,420 15% % Growth 16% 11% 15% 16% 15% 14% Adj. EBITDA $351 $111 $474 $570 $689 $822 $977 18% % Margin 42% 36% 34% 36% 37% 39% 40% % Growth 11% 11% 20% 21% 19% 19% Less: Amortization of acquired intangibles ($84) ($27) ($108) ($108) ($108) ($108) ($108) Less: Depreciation and other amortization ($18) ($9) ($42) ($64) ($92) ($127) ($145) Less: SBC (139) ($31) ($117) ($95) ($97) ($106) ($116) EBIT $111 $44 $208 $304 $392 $481 $608 31% Less Taxes (25%) (28) (11) (52) (76) (98) (120) (152) NOPAT $83 $33 $156 $228 $294 $361 $456 31% Plus: Amortization of acquired intangibles 27 108 108 108 108 108 Plus: Depreciation and other amortization 9 42 64 92 127 145 Less: CapEx (16) (83) (96) (111) (127) (145) Less: Change in NWC 1 (21) (29) (35) (40) (42) Unlevered FCF $55 $202 $275 $348 $429 $523 57% Equity Value Build Sensitivity Analysis Implied Enterprise Value Terminal Value as % of Total EV @ 11.5x Exit LTM EBITDA Mult. / 14.25% WACC LTM EBITDA Mult LTM EBITDA Mult 10.5x 11.5x 12.5x 10.5x 11.5x 12.5x $ Per Share % 13.50% $6,706 $7,225 $7,744 13.50% 81% 83% 84% PV of UFCF $1,234 $8.35 18% WACC 14.25% $6,506 $7,008 $7,510 WACC 14.25% 81% 82% 84% PV of TV 5,775 $39.08 82% 15.00% $6,314 $6,800 $7,286 15.00% 81% 82% 83% EV $7,008 $47.43 100% Implied EV / CY 24E EBITDA Implied Share Price (2) LTM EBITDA Mult LTM EBITDA Mult Net Debt (1,152) ($7.80) 10.5x 11.5x 12.5x 10.5x 11.5x 12.5x 13.50% 14.1x 15.2x 16.3x 13.50% $37.63 $41.07 $44.52 Equity Value $5,856 $39.64 WACC 14.25% 13.7x 14.8x 15.8x WACC 14.25% $36.30 $39.64 $42.97 Implied EV / CY24E EBITDA 14.8x 15.00% 13.3x 14.3x 15.4x 15.00% $35.00 $38.25 $41.48 Source: Company information; Management projections. (1) Analysis conducted on Management projections; Pro forma growth reflected for CY24-CY28. (2) As of Q3 2023 ending 9/30/2023. 12


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Illustrative LBO Analysis ,— Acquisition price of $28.80 per share (19% premium to current price of ($ in millions) $24.25 as of 12/14/2023) Sources $ % Term Loan $1,113 19% , Implies ~$5.4bn Enterprise Value (11.4x EV / CY24 EBITDA) Secured Bonds 1,113 19% Cash from B/S 121 2% ,— 5.0x net leverage structure based on LTM EBITDA of $432mm(1) as of (3) Philip Fayer Equity Stake 808 14% 09/30/2023, resulting in new debt of $2,225mm Other Equity (New and Rollover) 2,562 45% $1,113mm New Term Loan Total Sources $5,716 100% , (2.5x Net), S+400bps, 0.50% Floor Uses $ % , $1,113mm New Secured Bonds (2.5x Net), 8.75% coupon Purchase Equity Value $4,245 74%,— Minimum cash of $100mm, tax rate of 25% Cash to B/S 100 2% Refinance Existing Debt 1,243 22% Transaction Fees + Other 128 2% ,— Assumes transaction close on 9/30/2023, for illustrative purposes Total Uses $5,716 100% ($ in millions) Status Quo PF 9/30/23 Adj. 12/31/23 Enterprise Value Purchase Price (4) 5 YR Target IRR 5 YR Target IRR Cash $121 ($21) $100 20.0% 22.5% 25.0% 20.0% 22.5% 25.0% Existing Debt 10.5x $5,766 $5,382 $5,045 10.5x $31.30 $28.70 $26.42 Existing Reducing RCF 743 (743)    —Existing Term Loan 500 (500)    - Lease Liabilities 14—14 EBITDA 11.5x $6,141 $5,719 $5,347 11.5x $33.83 $30.98 $28.47 New Debt LTM Term Loan—1,113 1,113 12.5x $6,517 $6,056 $5,650 12.5x $36.37 $33.26 $30.52 Secured Bonds—1,113 1,113 (2) Summary Financials & Credit Statistics Enterprise Value Purchase Price (4) Total Debt (incl. lease liabilities) $1,257 $982 $2,239 5 YR Target IRR 5 YR Target IRR Net Debt (incl. lease liabilities) 1,190 1,003 2,193 20.0% 22.5% 25.0% 20.0% 22.5% 25.0% Total Debt (excl. lease liabilities) $1,243 $982 $2,225 Net Debt (excl. lease liabilities) 1,176 1,003 2,179 10.5x $5,854 $5,481 $5,153 10.5x $31.89 $29.37 $27.15 LTM Adj. EBITDA(1) $432 $432 EBITDA 11.5x $6,229 $5,818 $5,456 11.5x $34.43 $31.65 $29.20 Total Leverage (incl. lease liabilities) 2.9x 5.2x M Net Leverage (incl. lease liabilities) 2.8x 5.1x LT 12.5x $6,604 $6,155 $5,759 12.5x $36.96 $33.92 $31.25 Total Leverage (excl. lease liabilities) 2.9x 5.2x Net Leverage (excl. lease liabilities) 2.7x 5.0x Source: Company materials. (1) LTM EBITDA as of 9/30/23 adjusted for Paya’s EBITDA for pre-acquisition period. (2) Net debt excludes impact of $54mm of restricted cash as of 9/30/23. (3) Assumes Phil Fayer rolls 100% of his ~28mm shares. (4) Net leverage held constant at 5.0x and 5.5x where noted in sensitivity tables, respectively. 13


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Premiums Paid Analysis ,— Based on ~600 technology transactions and 142 technology take-private transactions across the Americas, Europe, UK and Australia since 2018 ,— Analysis suggests acquisition premiums of approximately 25-50% relative to unaffected and close to the 52w high across take private transactions $23.00 10/23/2023 14% 23% 5% 42% 31% NZ$1.34 10/28/2022 13% 30% (30%) $9.50 9/28/2022 65% 65% (14%) (1%) (11%) 5-yr Median Recent PayTech $34.00 8/1/2022 24% 24% 0% Deals 5-yr Median Recent PayTech $11.00 2/15/2022 23% 50% (11%) Deals $57.00 12/17/ 2021 17% 42% 1% 52% 52% 12% 42% 41% 0% 34% 33% 23% 21% (5%) (20%) First Quartile Mean Median Third Quartile First Quartile Mean Median Third Quartile First Quartile Mean Median Third Quartile Source: FactSet. Market data as of 12/14/2023. Based on 600 technology transactions and 142 technology take-private transactions across the Americas, Europe, UK and Australia since 2018. Acquisition premium calculated based on offer price to trading prices one day prior to transaction unaffected date. Excludes all premiums >500. 14


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Outline of Recommended Next Steps


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Overview of Potential Next Steps and Recommendation ,— To the extent the MVS shareholders would like to explore a potential transaction with Aqua, at a more attractive valuation, or evaluate other potential partners, we would recommend sharing a very limited set of incremental financial data , Information would be shared under NDA , Information and/or access to management would be very limited and well defined, Allows Aqua, and any other potential parties, to provide a more informed indication, Allows for more expeditated engagement/discovery and limits a prolonged distraction ,— We would also recommend engaging with 3—6 additional parties to provide a basis for a broader comprehensive market check to help uncover all the potential options available to Neon , Considering 2—4 additional, highly-qualified Financial Sponsors, and 1—2 Strategics , Optimizing for a balance of breadth of engagement with confidentiality and efficiency, while limiting the distraction to your management team 15


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Overview of Potential Partners for Neon


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Overview of Potential Partners for Neon Market Statistics Market Statistics Stock Price (12/14/23) $125.69 Stock Price (12/14/23) $135.01 Equity Value $33,072 Equity Value $82,530 Plus Net Debt(1) 15,595 Plus Net Debt(1) 20,350 Enterprise Value $48,667 Enterprise Value $102,880 Operating Metrics & Multiples Operating Metrics & Multiples 2023E Revenue $8,674 5.6x 2023E Revenue $18,120 5.7x 2024E Revenue 9,297 5.2x 2024E Revenue 19,592 5.3x 2023E EBITDA $4,330 11.2x 2023E EBITDA $8,219 12.5x 2024E EBITDA 4,703 10.3x 2024E EBITDA 8,849 11.6x LTM Net Leverage 3.7x LTM Net Leverage 2.5x Source: FactSet, Company Information, Wall Street research. Market data as of 12/14/2023. (1) Includes $716mm and $652nmm of NCI for Global Payments and Fiserv, respectively. 16


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Potential Sponsor Partners ,— Bo Huang $25bn ,— Ivan Peytchev $28bn,— Dave Gregory ,— Fredrik Naslund ~$10bn,— Mohit Agnihotri ,— Joe Osnoss $19bn ,— John Flynn $24bn,— Ankush Sharda ,— Adrian Alonso $20bn,— Jeff Wilson ,— Phil Loughlin ~$12bn,— Colin Motely ,— Patrick McCarter $22bn,— Anna Tye ,— Ben Farkas $20bn,— Johannes Korp ,— Chris Harrington $19bn ,— Holden Spaht $32bn,— Brian Jaffee Source: Company information, Dealogic, Pitchbook. 17


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Appendices


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Wall Street Views on Neon % vs. (22%) 7% 10% 65% Current: Hold 12% $40.00 $26.69Ratings Price $26.00 of $24.25 % $19.00 $26.69 $24.25 Buy 88% Current Min Median Mean Max Medium- Long- ? ‘One-stop-shop’ consolidator for merchants and a Quarter Quarter Term Term Share leader in terms of the breadth of payment methods Revenue EBITDA Revenue EBITDA Revenue EBITDA Price Quarter Surprise Surprise Revision(1) Revision (1) Growth (2) Margin (2) Reaction(3) ? Niche market leader in eCommerce, cross-border, and ,“ 15-20% 50%+ ? in regulated gaming 3Q23,“ 0.5%,“ 3.6% 0.3%,“ 3.0%,“ 19.6% ?15?20? 50%+ Operates in a highly regulated industry and any 20%+ ? 50%+ ? changes in regulations could impact operations 2Q23,“ 0.4%,“ 2.5%,“ 1.0%,“ 2.6%,” 38.7% 15-20% 50%+ (iGaming, online sports betting) High exposure to discretionary spending in tough 20%+ ? 50%+ ? 1Q23,“ 1.3%,“ 2.2%,“ 1.8%,“ 2.2%,” 14.8% verticals 20%+ 50%+ Source: Wall Street research, FactSet. Market data as of 12/14/2023. (1) Calculated as change between company forecast for quarter and reported actuals. (2) Shows Medium-Term revenue growth guidance and Long-Term EBITDA margin guidance before and after earnings; Neon defines “Medium-Term” as between three and five years and “Long-Term” as five to seven years. (3) Calculated as change in share price net of change in the S&P 500. 18


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Illustrative Summary Paydown Analysis ($ in millions) Reported Revenue $843 $1,180 $1,384 $1,593 $1,843 $2,117 $2,420 15% % reported growth 40% 17% 15% 16% 15% 14% % PF growth 11% 11% 15% 16% 15% 14% Adj. EBITDA $351 $429 $474 $570 $689 $822 $977 18% % margin 42% 36% 34% 36% 37% 39% 40% % growth 22% 11% 20% 21% 19% 42% Less: Capital Expenditures (83) (96) (111) (127) (145) Less: Working Capital (21) (29) (35) (40) (42) Less: Net Interest Expense (191) (177) (173) (170) (168) Less: Cash Taxes (36) (53) (69) (84) (106) Levered Free Cash Flow $143 $215 $302 $400 $516 Less: Mandatory Debt Repayment (11) (11) (11) (11) (11) Less: Dividends — — - LFCF for Optional Debt Repayment $132 $204 $291 $389 $505 Beginning Cash Balance $137 $269 $473 $764 $1,153 Plus: LFCF for Optional Debt Repayment 132 204 291 389 505 Less: Optional Debt Repayment — — -Plus: Revolver Issuance — — - Ending Cash Balance $100 $269 $473 $764 $1,153 $1,658 Term Loan 1,113 1,099 1,087 1,076 1,065 1,054 Secured Bonds 1,113 1,113 1,113 1,113 1,113 1,113 Total Debt (excl. lease liabilities) $2,225 $2,211 $2,200 $2,189 $2,178 $2,167 Net Debt (2) $2,179 $1,996 $1,781 $1,479 $1,079 $563 Credit & Coverage Statistics LTM Adj. EBITDA $432 $474 $570 $689 $822 $977 (2) Total Debt (excl. lease liabilities) / Adj. EBITDA 5.2x 4.7x 3.9x 3.2x 2.6x 2.2x Net Debt (excl. lease liabilities) / Adj. EBITDA 5.0x 4.2x 3.1x 2.1x 1.3x 0.6x Adj. EBITDA / Net Interest Expense 2.5x 3.2x 4.0x 4.8x 5.8x Cumulative Free Cash Flow / Beginning Total Debt 0.0% 6.4% 16.1% 29.7% 47.7% 70.9% Source: Management projections. (1) Capital Structure / leverage as at the closing of transaction (End of Q3 2023E). (2) Net debt excludes impact of $54mm of restricted cash as of 9/30/23. 19


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Weighted Average Cost of Capital Analysis Peer Capital Current Capital Peer Capital Current Capital Structure Structure Structure Structure Neon $3,572 1.86 1.47 Market Risk Premium (Rm-Rf)(1) 7.2% 7.2% 7.2% 7.2% Adyen $40,633 1.37 1.37 Multiply by: Levered Beta(2) 1.40 1.36 1.91 1.86 Unlevered Beta 1.08 1.08 1.47 1.47 dLocal 4,865 2.09 2.09 Fiserv 82,530 0.98 0.80 Adjusted Market Risk Premium 10.0% 9.8% 13.7% 13.3% Plus: Risk-free Rate of Return (Rf)(3) 4.2% 4.2% 4.2% 4.2% FIS 36,004 1.09 0.76 Cost of equity (Ke) 14.2% 14.0% 17.9% 17.5% Fleetcor 20,194 1.15 0.90 Multiply by: E/(D+E) 71.5% 74.0% 71.5% 74.0% Global Payments 33,072 1.33 0.95 Weighted Cost of Equity 10.2% 10.3% 12.8% 13.0% i3 Verticals 726 1.43 1.01 (4) Paysafe 742 1.86 0.50 Cost of debt (Kd) 8.5% 8.5% 8.5% 8.5% Repay 869 1.32 0.94 Tax Rate(5) 25.0% 25.0% 25.0% 25.0% After-tax Cost of Debt 6.4% 6.4% 6.4% 6.4% Shift4 5,759 1.81 1.46 Multiply by D/(D+E), derived from D/E 28.5% 26.0% 28.5% 26.0% Peer Mean $22,539 1.44 1.08 Debt / Equity 39.9% 35.2% 39.9% 35.2% Peer Median 12,976 1.35 0.94 Weighted Cost of Debt 1.8% 1.7% 1.8% 1.7% WACC 12.0% 12.0% 14.6% 14.6% Average: 13.3% Sources: Company filings, Management projections, Kroll, Bloomberg. Market data as of 12/14/2023, except Shift4. Shift4 market data as of 12/13/2023, the last unaffected day before GPN acquisition rumors. Note: Peer capital structure based on mean of equity value to total capitalization of peers. (1) Market risk premium reflects the arithmetic averages of long horizon expected equity risk premium (historical) large company stock total returns minus long-term government bond income returns from 1926 to 2022, per Kroll. (2) Unlevered beta based on raw weekly beta per Bloomberg for the 5-year period as of 12/14/2023. Peer levered beta reflects mean unlevered peer beta re-levered at the noted capital structure. (3) Yield on 20-yr U.S. Treasury yield as of 12/14/2023. (4) Illustrative cost of debt of Neon. (5) Reflects Neon’s tax rate of 25% on projected basis. 20


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Company Summary Call with Presentations / VDR SPA Projections Management Expert-Level Sessions Expected Materials / Meetings Requested • Management LRP • Pre-LOI Q&A session • Presentations on • Data room containing • Public-style purchase functional areas key Company agreement • “Base case” plan • Likely focused on (Tech, GTM, etc.) documents • 3-5 year forecast Financials • Provided at later • Presented as part of • Lighter-than-private stage of the process • Early (and limited) expert-level sessions company VDR • Quarterly preferred access to management team • Data driven / • Focuses on legal, confirmatory in nature taxes, insurance, and • Helps develop financial conviction ahead of LOI • Post NDA (standstill) • Post NDA (standstill) • Post LOI • Post LOI • Post LOI Source: Company Information. 21


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Details on Select Strategic Buyers – Payments Majors Cameron Bready Josh Whipple David Rumph Frank Bisignano Robert Hau Jim Case President & CEO CFO EVP, CSO Chairman, President, CEO EVP, CFO SVP, Corp Dev ,— Closed the acquisition of EVO, and divestitures of Netspend ,— Highly focused on extracting revenue and cost synergies for new and Pavilion – GPN is “back in the game” acquisitions ,— Highly focused on vertical software assets with the ability to ,— Disciplined approach to valuation capture payments flows ,— Have been focused on acquiring and scaling tuck-ins ,— Ability to extract synergies is a key consideration in M&A ,— Stability at senior management and senior CorpDev level, unlike ,— Actively setting up short list of assets to pursue in coming many large cap peers months (Aug. 2022, (Sep. 2021, (Apr. 2022, (May. 2021, $4.0bn) $500mm) $650mm) $206mm) (May. 2021, (Sep. 2018, (Aug. 2018, (Jul. 2019, (Oct. 2017, $925mm) $415mm) $700mm) $21.5bn) $760mm) Source: Company Information. 22


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Preliminary – Subject to Diligence and Further Review Details on Select Strategic Buyers – Ability to Pay Analysis ($ in millions) Share Price Equity Purchase Price $3,535 $4,245 $5,162 $5,162 $3,535 $4,245 $5,162 Plus: Net Debt (@ 9/30)(1) 1,152 1,152 1,152 1,152 1,152 1,152 1,152 Enterprise Value $4,687 $5,396 $6,314 $6,314 $4,687 $5,396 $6,314 Buyer SQ LTM 9/30/23 Net Leverage 3.7x 3.7x 3.7x 3.7x 2.5x 2.5x 2.5x PF Net Leverage 4.2x 4.2x 4.2x 4.7x 2.9x 3.0x 3.1x PF Gross Leverage 4.3x 4.3x 4.3x 4.8x 3.0x 3.0x 3.1x Buyer LTM 9/30/23 EBITDA 4,021 4,021 4,021 4,021 7,868 7,868 7,868 Neon LTM 9/30/23 EBITDA 432 432 432 432 432 432 432 Synergies (10% Neon Cost Basis) 91 91 91 91 91 91 91 PF LTM EBITDA $4,544 $4,544 $4,544 $4,544 $8,390 $8,390 $8,390 Max PF Gross Debt(2) 19,310 19,310 19,310 21,608 37,757 37,757 37,757 Less: Buyer SQ Debt (16,820) (16,820) (16,820) (16,820) (23,306) (23,306) (23,306) Max Debt Issued $2,490 $2,490 $2,490 $4,788 $14,451 $14,451 $14,451 Sources of Funds Balance Sheet Cash(3) 1,713 1,713 1,713 1,713 3,379 3,379 3,379 Incremental Debt 2,490 2,490 2,490 4,788 1,472 2,187 3,110 New Equity 655 1,365 2,283 — — Total Sources $4,858 $5,568 $6,485 $6,500 $4,851 $5,566 $6,489 Uses of Funds Purchase Equity 3,535 4,245 5,162 5,162 3,535 4,245 5,162 Existing Neon Debt Retired 1,257 1,257 1,257 1,257 1,257 1,257 1,257 Transaction Fees(4) 66 66 66 81 60 64 70 Total Uses $4,858 $5,568 $6,485 $6,500 $4,851 $5,566 $6,489 % Debt & Cash Funding 87% 75% 65% 100% 100% 100% 100% % Neon S/H PF Ownership 2% 4% 6% 0% 0% 0% 0% Source: FactSet, Company Information. Market data as of 12/14/2023. (1) Net Debt consists of $1,257mm Debt, $16mm in NCI, and $121mm in Cash & Cash Equivalents. (2) Max PF Gross Leverage computed based on PF LTM adjusted EBITDA, which includes illustrative $91mm of costs synergies (10% of Neon’s 2024E cost basis). (3) Assumes post-transaction minimum cash balance of $350mm; includes Neon $121mm pre-transaction cash balance. (4) Assumes illustrative M&A fees of $50mm and .65% financing fees on new debt issued. 23


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Disclaimer The following pages contain material that was provided to the Board of Directors (the “Board”) of NEON (the “Company”) by Barclays Capital Inc. (“Barclays”). The accompanying material and any Barclays presentation related to the material was compiled or prepared on a confidential basis solely for consideration by the Board and no part of it may be reproduced, distributed or transmitted without the prior written consent of Barclays. The information contained in this material was obtained from the Company and/or publicly available sources, and Barclays has relied upon such information without independent verification thereof and does not assume any liability for any such information. These materials are being provided in connection with an actual corporate engagement and may not be used or relied upon for any purpose other than as specifically contemplated by a written agreement with Barclays. Moreover, any information provided herein was not prepared for or intended for use by any individual for personal, family or household purposes. Any estimates, historical financial information, projections and other information contained herein have been prepared by management of the Company or were obtained from publicly available sources (approved for Barclays’ use by the Company) or are based upon such estimates and projections. With respect to such estimates and projections, Barclays has assumed that they have been reasonably prepared on a basis reflecting the best currently available estimates, projections and judgment of the management of the Company. The projections contained herein may or may not be achieved and differences between projected results and those actually achieved may be material. No representation or warranty, expressed or implied, is made as to the accuracy or completeness of such information and nothing contained herein is, or shall be relied upon as, a promise or representation, whether as to the past or the future. The analysis contained herein is based on current market conditions which are subject to change and Barclays assumes no obligation to update or otherwise revise these materials. Nothing in these materials shall be deemed to constitute a recommendation or investment, legal, tax, financial, accounting or other advice. Because these materials were prepared for use in the context of a presentation to the Board, these materials are incomplete without reference to, and should be assessed solely in conjunction with, the oral briefing provided by Barclays to the Board (in their capacity as directors and not in any individual capacity and is not for the benefit of any individual, including any individual officer, director, shareholder or any other person). 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Barclays does not act as a fiduciary in relation to these corporate transactions. These materials do not constitute investment advice nor do they form part of an offer to sell or purchase, or the solicitation of an offer to sell or purchase, any securities or any of the businesses or assets described herein or an offer of financing or an offer or recommendation to enter into any corporate transaction described herein. Barclays Capital Inc. is the United States investment bank of Barclays Bank PLC. Barclays Bank PLC is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority (Financial Services Register No. 122702). Registered in England. Registered No. 1026167. Registered office: 1 Churchill Place, London E14 5HP. Copyright Barclays Bank PLC, 2023 (all rights reserved). 24