Stifel Financial Corporation · NYSE:SF
Stifel Financial — Merger or Acquisition (April 2010)
20 slides from Stifel Financial's merger presentation, Apr 26, 2010
Slide 1: Building the Premier Middle-Market Investment Bank
Building the Premier Middle-Market Investment Bank Presentation to Investors April 26, 2010 Ronald J. Kruszewski Thomas W. Weisel Chairman of the Board, President, and CEO Chairman of the Board and CEO Stifel Financial Corp. Thomas Weisel Partners
Slide 2: Forward-Looking Statements
Forward-Looking Statements Statements in this presentation that relate to Stifel Financial Corp., as well as Stifel, Nicolaus and Company, Inc. and its other subsidiaries (collectively, “Stifel” or the “Company”) and Thomas Weisel Partners Group, Inc. (“Thomas Weisel Partners”) future plans, objecti
Slide 3: Additional Information and Where to Find It
Additional Information and Where to Find It In connection with the proposed merger, Stifel will be filing a registration statement on Form S-4 that will include a proxy statement of Thomas Weisel Partners that also constitutes a prospectus of Stifel and other relevant documents relating to the acqui
Slide 4: Stifel and TWP Today
Stifel and TWP Today Full-service, publicly traded investment bank (NYSE:SF) Global growth-focused investment bank (Nasdaq: TWPG) More than 4,600 associates in 294 offices Approximately 450 associates in 4 countries and 12 offices Investment Banking Investment Banking 159 investment ba
Slide 5: Summary of Key Transaction Terms
Summary of Key Transaction Terms Transaction Stifel to acquire 100% of TWP’s common stock in a tax-free exchange Fixed exchange ratio of 0.1364 Stifel shares for each TWPG share No caps or collars Consideration $7.60 per share based on an SF price of $55.74 (at 4/23/10) $318 million of agg
Slide 6: Transaction Financials
Transaction Financials ($ in 000s, except per share) Transaction Value Calculation TWP Book Value Analysis SF Stock Price (4/23/10) $55.74 As Reported Book Value (12/31/09) Total Shareholders' Equity $129,837 TWPG Stock Price (4/23/10) $4.36 Basic Common Shares Outstanding 31,693 Fixed Exchange Rati
Slide 7: Why this Combination Makes Sense
Why this Combination Makes Sense Highly Complementary Investment Banking, Research and Sales and Trading Platforms Additive, not duplicative: 623 combined offerings completed between 2005 - 2009 and only 4 overlap 1,143 unique U.S. companies under research coverage. Only 8% overlap Expands i
Slide 8: Building the Premier Full Service Middle-Market Investment Bank
Building the Premier Full Service Middle-Market Investment Bank $2.0+ billion combined market capitalization $1.5 billion - $1.6 billion in combined 2010E revenues (1) $1.0 billion in combined equity capital as of 12/31/09 Coast-to-coast Institutional Equity and Fixed Income Complementary
Slide 9: Core Verticals are Poised to Benefit from Rebounding Economy
Core Verticals are Poised to Benefit from Rebounding Economy Capital Markets Appear Headed Back to More Normalized Levels TMT has historically been approximately 40% of TWP business and was down 75% over the past two years TWP core verticals are poised to accelerate from any market rebound North
Slide 10: U.S. IPO Market is Cyclical; Pronounced in Growth Sectors
U.S. IPO Market is Cyclical; Pronounced in Growth Sectors Market turned at the beginning of 2003, 2010 shows similar trends Average # IPOs between (’01-’03) were 80/year compared with 247/year between (’04-’07) Average # TMT IPOs between (’01-’03) were 18/year compared with 51/year between (’0
Slide 11: Technology M&A Environment – Announced U.S. Targets
Technology M&A Environment – Announced U.S. Targets M&A Activity, Highly Correlated to U.S. GDP, Appears Poised to Accelerate Volume $B Deals $400 800 $345 $350 700 $300 600 $250 500 $200 400 $166 $150 $126 300 $106 $112 $100 $94 200 $73 $68 $49 $57 $53 $50 $34 $34 $42 $33 100 $18 $28 $5 $7 $7 $6 $0
Slide 12: Dramatically Increases Investment Banking Footprint
Dramatically Increases Investment Banking Footprint Enhances scope and scale with low level of overlap rarely available Number of Offerings 2005 – 2009 M&A Transactions 2005 – 2009 # of Transactions $ Volume (M) 700 200 196 $35,000 $33,305 623 (1) 600 $30,000 150 88 500 $25,000 306 $18,820 400 $20
Slide 13: Highly Complementary Investment Banking Industry Coverage
Highly Complementary Investment Banking Industry Coverage Capital Markets Activity Between 2005 - 2009 Of the 623 combined offerings completed between 2005 - 2009 ONLY 4 overlap (1) # Offerings Offering Value Industry Stifel TWP Combined Overlap ($B) % Stifel Core Competencies FIG 99 12 111 0 $ 33
Slide 14: Highly Complementary Investment Banking Industry Coverage
Highly Complementary Investment Banking Industry Coverage Completed M&A Transactions Between 2005 - 2009 (1) # Transactions Transaction Value Industry Stifel TWP Combined ($B) % Stifel Core Competencies Real Estate 4 0 4 $ 8.6 25.9% Financial Institutions 36 3 39 5.5 16.6% Industrials 13 4 17 0.5 1.
Slide 15: Creates the Largest U.S. Equity Research Platform
Creates the Largest U.S. Equity Research Platform Pro Forma U.S. Research Coverage U.S. Research Coverage (1) 1,143 unique U.S. companies under coverage. Only 8% overlap(1) Rank Firm # Companies 93 senior research analysts Stifel (pro forma, ex. overlap) 1,143 #1 U.S. equities coverage 1. JPMo
Slide 16: Enhances a Top Tier Sales and Trading Platform
Enhances a Top Tier Sales and Trading Platform Powerful combined research presence, with excellent sales and trading relationships across regions #11 YTD AutEx volume among investment banks on a combined basis Strong content, combined with excellent electronic trading team and products TWP r
Slide 17: Enhances Global Wealth Management
Enhances Global Wealth Management Global Wealth Management 1,900 financial advisors TWP advisors bring deep access to Silicon Valley clients Private Equity Group Global Growth Partners: $890 million growth-oriented fund of funds Healthcare Venture Partners: $122 million device-focused ve
Slide 18: Coast to Coast Institutional Group Presence
Coast to Coast Institutional Group Presence Combined Institutional Group Presence Global Wealth Management TWPG TWPG SF SF 17
Slide 19: Stifel's Track Record in Integrating Transactions: Low Risk Opportunity
Stifel’s Track Record in Integrating Transactions: Low Risk Opportunity Successfully integrated Legg’s sales and trading, research and investment banking platforms to Stifel’s platform Majority of Legg Mason Investment Banking Managing Directors remain with Stifel today Achieved cost savings o
Slide 20: Driving Value for Stakeholders
Driving Value for Stakeholders Expands services across Institutional Group and Global Wealth Management platforms Broader industry focus Clients Deeper talent pool for serving clients Complementary investment banking and research platforms with almost no overlap provide continuity of client
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