Good day, and thank you for standing by. Welcome to the Webhelp transaction and Concentrix First Quarter Financial Results Conference Call. [Operator Instructions]. Please be advised that today's conference call is being recorded. I would like to turn the conference over to your speaker for today, David Stein. Please go ahead.

Thank you, Lisa, and good evening. Welcome to the Concentrix conference call to discuss our announcement today that we have agreed to combine with Webhelp and to discuss our first quarter fiscal 2023 earnings. Please note that the transaction's news release and that presentation as well as our earnings release are available on the Concentrix Investor Relations website under Events and Presentations. Today's discussion contains statements about the expected timing, completion and effects of the proposed transaction and statements addressing future financial results. All such statements and other statements on this call, other than historical facts, constitute forward-looking statements as defined under U.S. federal securities laws. Forward-looking statements are subject to risks and uncertainties that could cause actual results to be materially different than those expressed in our forward-looking statements. We do not undertake to update our forward-looking statements because of new information or future events or developments. Please refer to today's materials and our most recent filings with the SEC for additional information regarding uncertainties that could affect our future financial results. This includes the risk factors provided on our annual report on Form 10-K. Also during the call, we will discuss non-GAAP financial measures, including adjusted EBITDA, non-GAAP operating income, free cash flow and adjusted EPS as well as constant currency revenue growth. Please see the information contained in today's announcement for more information on these non-GAAP measures. This call is the property of Concentrix and may not be recorded to rebroadcast without the permission of Concentrix. Joining me today on the call are Chris Caldwell, our President and Chief Executive Officer; and Andre Valentine, our Chief Financial Officer. They'll provide an overview of today's Webhelp announcement, along with Concentrix first quarter results followed by a question-and-answer session. Now I'll turn the call over to Chris.

Thank you very much, David, and thank you all for joining our call today. Today is a transformative day for Concentrix and the customer experience industry. We are taking a major step by combining Concentrix and Webhelp to create a diversified global CX leader that we believe provides a tremendous platform for growth, value creation for our shareholders, clients and staff. We are very excited about this combination that we believe will create the leading provider of customer experience solutions globally with broad capabilities across CX digital services and technology delivered at scale. I think it's important to step back and talk to the background of our thinking of these 2 great companies coming together. As we have messaged for some time to our investors, we believe that our European footprint and Latin American footprint were lacking in order for us to take full advantage of the opportunities in these markets. We have also talked about our ability in past acquisitions to take client relationships to the next level by helping them grow across our footprint and capabilities. An opportunity to transact with a company that has a strategic client base with little overlap and the ability for them to consume services we offer would be enticing. Diversifying our revenue by geography, vertical and services would be an additional benefit. Top of mind in any combination is also the financial returns and maintaining a strong balance sheet. While we are comfortable flexing up to a larger amount of debt for the right opportunity, it's important for us to get back close to 2x within a short period of time. We have a strong track record of success doing this with prior acquisitions. As always, we are focused on the culture of any company we transact with. Culture is critical to…

Thank you, Chris. This transaction is valued at $4.8 billion. This includes cash and stock as follows: approximately 14.9 million shares of Concentrix stock at closing, EUR 500 million in cash at closing, EUR 700 million in deferred consideration in the form of a note payable to Webhelp shareholders in 2 years, which will bear interest at 2%. The 4.8 billion in consideration excludes 750,000 additional Concentrix shares that will vest if the Concentrix share price appreciates to over $170 per share with a specified period. We also expect to re-finance approximately EUR 1.55 billion of Webhelp net debt at close. From a valuation standpoint, we are paying about 9.5x Webhelp's anticipated 2023 adjusted EBITDA, reflecting the $120 million in run rate synergies we expect to realize. The transaction value represents a multiple of 7.6x. At closing, Concentrix shareholders will own approximately 78% pro forma of the company, with Webhelp shareholders owning approximately 22%. Consistent with the combined company's expected investment-grade profile, we plan to finance the transaction through the issuance of senior unsecured bonds with maturities split between 3 years, 5 years and 10 years, and the aforementioned note payable to sellers. We expect our existing credit and AR securitization facilities will remain in place. We also expect to maintain ample liquidity of approximately $1.4 billion at close with our undrawn $1 billion revolver, unused capacity on our accounts receivable securitization and cash on hand. From a revenue perspective, the combined company is expected to have $9.8 billion in 2023 revenue on a pro forma basis. We expect the combined company to grow faster than the market with that growth enhanced by increased footprint in and exposure to Europe, Latin America and Africa. From a profit perspective, the pro forma combined company is expected to have $1.6 billion of…

Thank you very much, Andre. I am very proud of our team and the solid first quarter results that we delivered. During the quarter, most of our client portfolio performed well with gains in several of our key industries. As mentioned by Andre, though, some softness continued in the quarter with clients in consumer electronics, e-commerce, retail and telecom consistent with their recalibrated volume expectations we discussed in our Q4 call. From a sales perspective, we signed business with more than 2 dozen new logos in the quarter split across verticals and geographies. In this economic climate, prospective clients continue to be focused on reducing their cost structure rather than supporting growth, but they remain in the market for solutions. We are seeing modest pricing pressure from existing clients that help -- that need help with lower value transactions and some competitors being more aggressive in that space. On the other hand, we are seeing positive sentiments with clients across several more resilient industries with higher value work where our services really shine because of the differentiation. These engagements, which have significant return on investments for the clients generally tend to have a slightly longer sales cycle but bring together the power of both our CX operations and Catalyst business. We are finding that our approach resonates well in the market and differentiates us from competitors. One month into the second quarter, our new business signings are increasing in magnitude and potential upside, but we do expect some choppiness around how and when they ramp. Within our Catalyst business, our largest program continues to progress as the client addresses changes in its ecosystem before the full project ramp. From an operational perspective, performance was strong in the first quarter. Again, we delivered the highest customer satisfaction and innovation scores since…

[Operator Instructions]. The first question will come from Vince Colicchio from Barrington.

Chris, congrats on the acquisition and a good quarter. Curious, the Webhelp transaction, what does the vertical mix look like with the combined companies? Are you more or less levered to some of the areas where you're seeing weakness right now?

Actually -- Vince, thank you for the question. It's actually very, very complementary. When we look at the verticals on a combined basis, it's pretty similar to where we're seeing positive momentum, such as sort of BFSI. We see the growth areas in social media and some of the other e-commerce segments that are growing, very complementary. We see growth in the technology, it's side very complementary. But overall, it's quite a balanced mix when we put the 2 companies together from a vertical perspective.

And how as Webhelp -- how did the business evolve? Were acquisitions a major driver? And if so, how confident are you that they're well integrated into the whole?

Yes, absolutely. So Webhelp started off with 2 co-founders, Olivier Duha and Frederic Jose, who are really incredible entrepreneurs and have driven the business by not only strong organic growth, but certainly from acquisitions. They've had a number of acquisitions over their 20-year history. What I think has made them so successful is how they have done those integration of the acquisitions. The culture is very robust. They are very focused on ensuring that the companies that they buy, integrate smoothly and the culture continues to stay very similar to what it is now, which is focused on their people and their clients, similar to Concentrix and through the diligence process, we saw that very connected tissue of how the M&A activity has happened and how it has bonded and forged into a much stronger base of business. So we're very, very confident around how they've done their past acquisitions. It's been very accretive for them. But it also shouldn't overlap the fact that they've had extremely strong organic growth, much stronger than base for many, many, many years.

And on the new economy companies that they're adding to the portfolio, are any of them any meaningful portion of venture-backed type companies? Or are they sort of household names?

It's a combination, Vince. I mean, they have some fantastic new economy companies that are quite robust and well financed and doing financially well. They have some more emerging companies. that are growing. But what's important to appreciate is the vast majority of those new economy companies are net new additions to us because they're primarily coming out of Europe and Latin America. And that's really exciting for us because it provides more diversity in our new economy client base.

And one more for me, if I may. Does this -- will this transaction help you in your consolidation discussions given that you'll be much more of a -- you have a bigger footprint post transaction?

Yes, absolutely, Vince. I mean that is a big driving force of it. When we looked and in my prepared remarks, talk to it, we've been talking to investors for the last sort of year and a bit that we believe we haven't had enough scale and presence in Europe and Latin America that we believe that we're missing out on opportunities and growth profile in both markets. And frankly, when we look at the entire competitive land set or landscape, Webhelp fits the bill perfectly. It's got an incredibly strong team. They've got incredibly strong capabilities. They've got very high NPS with their client set. Strong discipline around what they deliver. And when you look at that, where they have that footprint. And if you look at our investor deck, it's a really perfect match with very, very little overlap with our capabilities. So when we talk to a client about consolidation, where historically, they have someone said, "Hey, you can't really service all of Europe. You don't have an African presence. You've got some holes in your Latin American strategy." This fits all of those conversations. And so we couldn't be happier with how these 2 companies complement each other.

And our next question will be coming from Ruplu Bhattacharya of Bank of America.

Chris, I wanted to build a little bit more on the revenue synergies that you expect to see. You said that there are identifiable opportunities that both companies could not pursue separately. Can you talk a little bit about some of the capabilities that Webhelp is bringing that you didn't have? Is it just on a geographic basis that they're adding locations in Europe and Latin America? Or are there capabilities or verticals that you were not servicing that they're adding? And likewise, can you talk about any -- do you expect any revenue dis-synergies as part of this combination?

So thank you, Ruplu, for the question. So let's first talk about the revenue synergies. Part of the process of looking at this combination was seeing opportunities that we were either not selected for or opportunities we could not respond to because of our capabilities and footprint in region. And it's important to appreciate that those go hand in hand. Footprint is one part of it, but it's really the capabilities and deep domain expertise that is probably more important than just the footprint. And the reality is, is that in Europe and Latin America, the capabilities that the Webhelp team have are incredibly strong. And so not only do they bring some of the vertical expertise that aligns to our verticals, which is really important, but in some verticals, even deeper expertise. A good example is in financial services -- or sorry, BFSI. Some of their services around anti-money laundering, fraud management, payment services, know your customer, KYC, very, very, very strong within Europe. We did not have those capabilities at scale by any measure in Europe. And similarly, to some of the services that they do in Latin America from collection services in financial services, very, very, very, very strong. And so that really complements what we're after is both the capabilities and then the footprint. In terms of how we modeled it, we effectively looked at their opportunities that they couldn't compete with because of the lack of the strong Asia Pac or North American footprint are opportunities that we couldn't look at that we're in Europe and Latin America and Africa certainly being a key component of that. And it was a meaningful number. Now clearly, you're not going to win all of it, but just at a reasonable run rate and win rate, we expect that it will benefit to us that is upside to our model. From a dis-synergy perspective, the reality is Ruplu, we have very little -- similar to other acquisitions when we did the diligence like-for-like services in the same country with the same client. In fact, it's a very -- like de minimis, de minimis, de minimis number. And so while there's clearly always possibilities of revenue dis-synergies, we were most reassured by the fact that when we did the study that it's just de minimis in the scheme of things.

Okay. The Catalyst business, Chris, I believe, in fiscal '22 was about $450 million of revenues. I thought I saw in the presentation that you have the opportunity now to take some of that Catalyst business into the footprint of Webhelp into some of their customers. So off the $9.8 billion in revenues that you're targeting for fiscal '23 on a pro forma basis, how much would you say would be that combined digital IT service revenue? Or how much -- or another way of asking it is, of the $3 billion that you're seeing from Webhelp, do they -- is that all BPO or core? Or is there some digital IT services in there? And do you see that the Webhelp combination helping you expand on the digital IT services side.

Yes, Ruplu, great question. So the mix of pure digital IT services within the Webhelp business is slightly smaller than what it is within Concentrix. And so when we come together, it will go from about 9%, 10% of revenue to 8% to 9% of revenue, although obviously, a much bigger base. That's one part of the story. The other part of the story is that Webhelp has some very, very strong engineering and technical talent, both in Europe, in Eastern Europe and in Latin America. Both places that Concentrix has been focused on trying to build out development centers as we've talked about, to drive a higher margin profile within our Catalyst business. . And so we get the benefit of that once the transaction closes right away. So you have to look at about those 2 factors. We believe we can grow faster by doing this because we have additional access to more talent into markets that we've been trying to build out. And then two, there is already a solid base within the Webhelp business that we believe it can continue to grow.

Okay. Can I ask on the cost synergy side, I mean you've -- you're targeting $120 million of cost synergies by year 3. Can you talk a little bit about -- a little bit more on the integration effort that's required, do you expect any integration charges? Because for example, you talked about rationalization of the real estate footprint. I mean do you know like -- do you expect to close some call centers or reallocate some of the employees. So are there any charges that you're factoring in? And what would be the mix of onshore versus nearshore versus offshore for the combined company on a pro forma basis?

Yes. So I'll let Andre talk about the split of the voice business -- sorry, split of the business across onshore, nearshore and offshore. To answer your first question, Ruplu, we generally model about for every dollar of cost synergy, $1 of charge. So if you think about $120 million, $120 million of charge over the 3 years. The charges tend to come in a little heavy at the beginning as you close things out versus on the back half when sort of contracts expire, et cetera, et cetera, within the charges. We have historically done better than that, but that's historically what we've modeled. When you think about the real estate footprint and you think about some of the savings, it's pretty simple. The reality is that Webhelp uses third-party data centers in some cases. We have some of our own data centers. We overlap some data centers in some areas. That's a very simple process to kind of consolidate while it takes a while to get that savings in the business. It's not a -- it's very easily identifiable. And in terms of our delivery sites and delivery centers, there are a few markets, very, very small percentage, but a few markets where we have literally buildings similar to past transactions across the street, within a kilometer or mile depending on which side of the pond you're on. And it's very simple if we bring them together, we get the economies of scale of putting those 2 buildings together, while still keeping our capacity that we need in order to grow within the market. And so we really see that as what you do. And to your point, you have some charges as you exit leases and bring the 2 organizations together for the most part. Our history of kind of hitting our synergy numbers, as you know Ruplu, I think every transaction we've done, we've hit our synergy number, and we've hit it on time. So we're quite confident about what we can achieve and do within it. And clearly, we think we've modeled appropriately for the charge perspective. And Andre, I'll pass it to you on the offshore, nearshore, onshore.

Yes. So on the shore mix perspective, Ruplu, both companies operate about 43% onshore, where the difference comes in, there's a bit of a heavier mix for Webhelp with nearshore capabilities. And so the combined company will have 43% onshore, 30% offshore, 27% nearshore. So that nearshore percentage is a bit higher than we would look at Concentrix on a stand-alone basis. And what that is, is those really strong capabilities and scale that they have in Latin America as a nearshore offering, in Eastern Europe as a nearshore offering for languages and also in Africa. And so that's something that's attractive to us. We end up with a very, very balanced mix between onshore, offshore and nearshore.

Got it. Maybe I'll ask you one question on the quarter. You talked about new economy revenue growth of 7%. It was 13% last quarter. You think that we're now at a level that can be sustained in terms of new economy revenue growth? And then looking at the new economy clients that Webhelp has, are they growing at a similar rate? And how do you expect that to trend in fiscal '23?

Yes. So Ruplu, the new economy companies, as we talked about some of the softness in e-commerce are impacted by that. And so as I think some of those areas come back from a perspective of the economy, I expect that we'll see probably a little better growth in that area, but I think it's sustainable with what we're seeing right at the moment at the current run rate. The Webhelp new economy companies are actually growing a little faster than that. And part of it is sort of the diversity of their client base. You'll notice that they have more new economy clients than we do. And part of it is that in the European market, how the model of Webhelp has and their Nest business that we talked about, is really a big differentiator around how they think about going to market in these local markets, supporting these businesses as they go. And so that's driven a faster growth rate. And we expect even in more challenged economic times that they can continue that type of growth rate within that customer base.

Okay. Maybe if I can just squeeze one more in. It looks like you're keeping the full year guide to 4% to 6% organic constant currency. I guess the reported number is maybe $30 million lower or $20 million lower. I think that -- would you attribute that just to the higher FX impact? And just from a sales cycle standpoint, I mean, any in [indiscernible] or has there been any change in the close rates or -- and the sales cycle?

Yes. Happy to respond, Ruplu. Yes, we've seen a little bit of an increase in the FX impact as a headwind for the full year. So if you go back to our last call, we said it was effectively breakeven. Now we're saying it is about a 0.5 point headwind as we look at the currency mix and where they've move to from the time that we -- right before we announced earnings back in January to where they are here in late March. Sales cycles, Chris?

Yes. From a sales cycle perspective, as we talked about Ruplu, is like some of the more complex deal has a slightly longer sales cycle, but I don't want people to over-rotate on that. The reality is it's still relatively quick. It's just a little longer than more sort of transactional deals that we've talked about in the past. The cadence of how it flows through the pipeline is actually pretty similar. Outside of the end, there tends to be more checks and balances with companies, just making sure that they are going to get the ROI that they're expecting that they're able to deal with their internal movement of things that they need to do to be able to support those deals. It's pretty similar to what we've seen before. And so no major call-outs.

[Operator Instructions]. And our next question is coming from [indiscernible] of Canaccord.

Congratulations on the Webhelp announcement. It seems like it complements your business really well. Maybe I'll ask a question on your international strategy this year in context of this announcement, any changes in how you are planning this year as it relates to your growth plans internationally?

Yes. So it's a good question. The reality is that we've been investing in sort of our international footprint for many years. And as we talked about in the prepared remarks, we continue to invest in Europe. We continue to invest in Africa. We continue to invest in Latin America and a few countries within Asia Pac as we build out our footprint. What this does is really accelerate that. But until the deal is closed, we need to continue to focus on operating as an independent and separate company and continue to support our clients. And so we'll continue to make those investments until the transaction closes.

Got it. And Chris, maybe a little more color on the progress that you're seeing on the vendor consolidation front? How are those negotiations coming along? And to the extent that you can perhaps speak to the pricing for this incremental volume that you're expecting in the second half?

Yes, for sure. So I think generally quite positive. I mean, the reality is, is that where we're the predominant provider within account and as we talked about in the prepared remarks, sort of we're driving higher CSET, higher innovation scores in the last decade, we're being successful. And the pricing is for those consolidations is quite stable. It's in line with what we're seeing right now for the most part, and we expect that it will remain stable. Where the benefit is to our clients is one managing a separate -- sorry, one less party or 2 less party is much more cost effective for them. They're able to get some benefits, needing less capacity within their network. And so that costs them less. And so that's really where they're seeing the vast amount of savings by driving the partner consolidation.

That's all the time that we have for today. That concludes the Q&A and the conference for today. Thank you all for participating. Everyone may disconnect, and have a great evening.