Stifel Financial Corporation · NYSE:SF

Stifel Financial — Merger or Acquisition (January 2007)

14 slides from Stifel Financial's merger presentation, January 2007

  1. Slide 1: Ryan Beck & Co. - A Powerful Combination

    RYAN BECK & CO. (COUNGS A POWERFUL COMBINATION

  2. Slide 2: Forward Looking Statements

    Forward Looking Statements This This presentation presentation may may contain contain “forward-looking “forward-looking statements” statements” that that involve involve risks risks and and uncertainties, uncertainties, including including statements statements relating relating to to the the marke

  3. Slide 3: Participants

    Participants Ron Kruszewski Chairman and CEO Jim Zemlyak Chief Financial Officer Ben Plotkin Chairman and CEO Page 2

  4. Slide 4: Stifel Nicolaus Today

    Stifel Nicolaus Today Private Private Client Client Institutional Institutional Sales Sales Investment Investment • Founded in 1890 Group Group ` Over 730 and Trading and Trading ` More than 260 Banking Banking ` Over 115 • Highly Regarded Private Client Group Investment professionals banking Manage

  5. Slide 5: Ryan Beck Today

    Ryan Beck Today • Founded in 1946, now wholly owned by BankAtlantic Bancorp (NYSE: BBX) • Approximately 400 financial consultants, principally in the Mid- Atlantic region, manage over $19 billion for 150,000 accounts • Leader in financial institutions vv investment banking, with complementary client

  6. Slide 6: A Combination of Two Great Firms

    A Combination of Two Great Firms… • Extends our geographic reach to the Mid-Atlantic, with virtually no overlap • Establishes us as a top 12 Private Client Group brokerage • Leverages capabilities of our Capital Markets business • Leverages our strong research platform • Leverages our technology and

  7. Slide 7: With Complementary Geographies

    …With Complementary Geographies… vv Stifel Nicolaus Ryan Beck Page 6

  8. Slide 8: Strengthens our Brokerage Position

    … Strengthens our Brokerage Position 2006 Pro Forma Rankings Rank Company Headquarters RRs 1. Merrill Lynch & Co. New York, NY 15,520 (a) 2. Smith Barney New York, NY 13,177 (b) 3. Edward Jones St. Louis, MO 9,800 4. UBS Financial Services, Inc. New York, NY 9,041 (c) 5. Morgan Stanley New York, NY

  9. Slide 9: Creates a New Top Ten Research House

    …Creates a New Top Ten Research House US Research Marketplace (measured by US stocks under coverage) Firm Oct. 2006 US CVG 1. J.P. Morgan 1,209 2. Citigroup 972 3. Merrill Lynch & Co. 965 4. UBS Financial Services, Inc. 929 5. Goldman Sachs 859 6. Credit Suisse First Boston 812 7. Banc of America Se

  10. Slide 10: Partnership Contributions

    Partnership Contributions Dollars in Millions unless otherwise noted. Stifel Ryan Beck Combined (1) 2006 Projected Gross Revenues (2) $448 $218 $666 Book value of Equity (5) $211 $91 $302 2006 Projected Private Client Revenues (2) $236 $146 $382 Branch contribution margin (6) 27% 22% 25% Brokers (3)

  11. Slide 11: Summary of Key Transaction Terms

    Summary of Key Transaction Terms Structure ƒ Tax free acquisition of 100% of Ryan Beck from BankAtlantic Bancorp Initial ƒ Approximately 2,531,000 shares of Stifel common stock Consideration ƒ At closing Stifel may substitute an amount of cash in lieu of up to approximately 150,000 shares ƒ Five-yea

  12. Slide 12: Transaction Valuation

    Transaction Valuation Initial Consideration Common Stock $96.4 (2.531 million Stifel shares at $38.09 per share) (1) Warrant Value 7.6 (500,000 Stifel shares, Black-Scholes value) (2) Total Initial Consideration $104.0 Contingent Payment (3) $20.0 Total Consideration Value (4) $124.0 Ryan Beck Total

  13. Slide 13: Key Takeaways

    Key Takeaways 1. Adds significant capability and an attractive geographic complement to Stifel’s Private Client Business 2. Provides a platform for Eastern and Southeastern expansion 3. Complementary fixed income businesses 4. Additive equity research and equity capital markets capabilities 5. Compl

  14. Slide 14: Questions and Answers

    Questions and Answers STIFEL RYAN BECK& CO. NICOLAUS A POWERFUL COMBINATION

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