SN RB IR Presentation v7 · 2007. 1. 9. · Credit Suisse First Boston 812 Firm Oct. 2006 US CVG...
Transcript of SN RB IR Presentation v7 · 2007. 1. 9. · Credit Suisse First Boston 812 Firm Oct. 2006 US CVG...
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This presentation may contain “forward-looking statements” that involve risks and uncertainties, including statements relating to the market opportunity and future business prospects of Stifel Financial Corp. and Stifel Nicolaus (“SF” or the “Company”).
Actual results may differ materially and reported results should not be considered as an indication of future performance. Factors that could cause actual results to differ are included in the Company’s Annual and Quarterly Reports and from time to time in other reports filed by the Company with the Securities and Exchange Commission.
To supplement our financial statements presented in accordance with GAAP, management uses certain non-GAAP measures of financial performance and liquidity. These non-GAAP measures are in addition to results prepared by the Company in accordance with GAAP, and should only be considered together with the Company’s GAAP results.
Certain statements in the following presentation relate to future results that are forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995.
This presentation may contain “forward-looking statements” that involve risks and uncertainties, including statements relating to the market opportunity and future business prospects of Stifel Financial Corp. and Stifel Nicolaus (“SF” or the “Company”).
Actual results may differ materially and reported results should not be considered as an indication of future performance. Factors that could cause actual results to differ are included in the Company’s Annual and Quarterly Reports and from time to time in other reports filed by the Company with the Securities and Exchange Commission.
To supplement our financial statements presented in accordance with GAAP, management uses certain non-GAAP measures of financial performance and liquidity. These non-GAAP measures are in addition to results prepared by the Company in accordance with GAAP, and should only be considered together with the Company’s GAAP results.
Certain statements in the following presentation relate to future results that are forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995.
Forward Looking Statements
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Ron Kruszewski Chairman and CEO
Jim Zemlyak Chief Financial Officer
Ben Plotkin Chairman and CEO
Participants
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• Founded in 1890• Highly Regarded Private Client Group
Manages $32 billion in Client Assets• Broad Institutional Equity and Fixed
Income origination and distribution capabilities
• Market-recognized fixed income expertise
• One of the largest domestic Equity Research franchises off Wall Street
• Extensive Investment Banking platform
• Approximately 1,800 employees in 131 offices in the US and Europe
• Management and employees now own approximately 58% of the firm
• Fully diluted market capitalization in excess of $500 million
Over 730 Investment Executives in 110 offices in 24 states
Private ClientGroup
Private ClientGroup
Stifel Nicolaus Today
More than 260 professionals in 16 U.S. offices and 3 offices in Europe. Full coverage of major domestic and European institutions
Institutional Salesand Trading
Institutional Salesand Trading
Over 115 banking professionals in 11 U.S. offices
Investment Banking
Investment Banking
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• 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 investment banking, with complementary client capabilities in fixed income and equity research
• Approximately 1,000 employees in 40 offices
Ryan Beck Today
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• 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 operations
infrastructure• Integrates similar cultures and compensation
philosophies• Enhances tangible book value per share• Accretive transaction enhances long-term earnings
potential
• Creates value for all Stifel stakeholders• Clients• Employees
A Combination of Two Great Firms…
• Shareholders
• BankAtlantic BancorpS_005
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Stifel Nicolaus
Ryan Beck
…With Complementary Geographies…
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… Strengthens our Brokerage Position2006 Pro Forma Rankings
Source: SIA Yearbook, company filings & presentations. 2005 SIA data updated from public filings where available. (a) Pro forma for 515 Advest advisors.(b) Pro forma for 1,517 Legg Mason advisors.(c) Pro forma for 340 McDonald advisors.(d) Excludes approximately 2,500 Series 6 advisors.(e) Includes 3,439 independent contractors.(f) Pro forma for 270 AmSouth advisors. (g) Includes 180 independent contractors, & pro forma for MJSK acquisition
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9101,1231,3401,6501,7184,6816,6668,0198,0699,0419,80013,17715,520
RRs
Philadelphia, PAJanney Montgomery Scott13.St. Louis, MO/Florham Park, NJStifel Nicolaus/Ryan Beck12.
Memphis, TNMorgan Keegan & Co.11.Minneapolis, MNRBC Dain Rauscher10.
New York, NYOppenheimer & Co.9.St. Petersburg, FLRaymond James Financial8.
St. Louis, MOA.G. Edwards & Sons, Inc.7.6.5.4.3.2.1.
Rank
New York, NYUBS Financial Services, Inc.New York, NYMorgan Stanley
St. Louis, MOEdward JonesNew York, NYSmith Barney
Richmond, VAWachovia Securities, LLC
HeadquartersCompanyNew York, NYMerrill Lynch & Co. (a)
(b)
(c)
(d)
(e)
(f)
(g)
255342393410500700730RRs
Houston, TXSanders Morris Harris Group
Louisville, KYJ.J.B. Hillard, W.L. Lyons, Inc.Florham Park, NJRyan Beck & Co.
New York, NYBear Stearns Companies, Inc.Milwaukee, WIRobert W. Baird & Co.
Richmond, VAScott & Stringfellow
HeadquartersCompanySt. Louis, MOStifel Nicolaus
Others
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519Piper Jaffray20.546Friedman, Billings, Ramsey & Co.19.554Stifel Nicolaus (Existing)18.561RBC Capital Markets17.576Jefferies & Co.16.617Argus Research Corp.15.650A.G. Edwards & Sons, Inc.14.652Morgan Stanley13.656Wachovia Securities, LLC12.658Raymond James11.700Stifel Nicolaus (Pro Forma)10.742Bear Stearns9.773Deutsche Bank Securities8.811Banc of America Securities7.
6.5.4.3.2.1.
929UBS Financial Services, Inc.859Goldman Sachs
965Merrill Lynch & Co.972Citigroup
812Credit Suisse First Boston
Oct. 2006 US CVGFirm1,209J.P. Morgan
…Creates a New Top Ten Research House
35
Source: Starmine Monitor, October 2006
US Research Marketplace (measured by US stocks under coverage)
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Partnership Contributions
(1) Excludes effect of purchase accounting and integration.(2) Projected Revenues based upon 9 months annualized through 9/30/2006.(3) Includes independent consultants. Stifel pro forma for addition of MJSK brokers. (4) Reflects revenues per average broker. Excludes non-producing brokers, branch managers, independent consultants and MJSK brokers for Stifel.(5) Book value of Equity is as of September 30, 2006 for Stifel Financial and November 30, 2006 for Ryan Beck.(6) Branch contribution margin represents estimate of Branch profitability before overhead allocation.
$400
$19
393
22%
$146
$91
$218
Ryan Beck
$440
$51
1,123
25%
$382
$302
$666
Combined (1)
$460Revenues Per Broker (4)
(Dollars in Thousands)
Assets Under Administration (Dollars in Billions)
Brokers (3)
Branch contribution margin (6)
2006 Projected Private Client Revenues (2)
Book value of Equity (5)
2006 Projected Gross Revenues (2)
27%
730
$236
$211
$32
Stifel
$448
CapitalMarkets
47%
PrivateClient Group53%
CapitalMarkets
33%PrivateClient Group67%
CapitalMarkets
43%
PrivateClient Group57%
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Balanced Revenue Composition:
Dollars in Millions unless otherwise noted.
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Summary of Key Transaction Terms
Estimated at $12-18 millionRestructuring Charges
BankAtlantic will have board observer status
Ben Plotkin, CEO of Ryan Beck, will be nominated to Stifel Financial Board of DirectorsBoard Representation
Retention program valued at approximately $42 millionRetention Plan
First contingent payment based on defined revenues attributable to specified individuals in Ryan Beck’s private client division during the 2 year period following closing – expected to equal $20 million if 2006 revenues are achieved during this period, and capped at $40 million
Second contingent payment based on defined revenues attributable to specified individuals in Ryan Beck’s investment banking division – equal to 25% of the amount investment banking fees exceed $25 million for each of next 2 years
Payable in cash or Stifel stock, at Stifel’s election
Contingent Payments
Closing on or about February 15, 2007
Closing conditions: standard approvals (shareholder vote, post closing, only required to issue Warrant to BankAtlantic Bancorp)
Expected Closing Date and Conditions
Tax free acquisition of 100% of Ryan Beck from BankAtlantic BancorpStructure
Approximately 2,531,000 shares of Stifel common stock
At closing Stifel may substitute an amount of cash in lieu of up to approximately 150,000 shares
Five-year warrants to purchase 500,000 additional Stifel shares at exercise price of $36 (subject to Stifel shareholder approval)
Initial Consideration
1
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Transaction Valuation
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0.6
1.4x
Total TransactionValue Multiple
1.0
2.1x
Stifel StandaloneTrading Multiple (5)
2006 Annualized Revenues (6)
Book Value
Total Consideration Value as a Multiple of:
218
Ryan BeckReference Value
$91
(1) Stifel closing share price as of January 8, 2007.(2) Black-Scholes option valuation based on Stifel share price of $38.09, strike price of $36.00, and volatility of 33.5%. (3) Contingent payment to be paid after closing in cash or stock. Assumes 2006 private client production and $25 million of investment banking fees are
earned in each of the next two years. Value is undiscounted.(4) Excludes approximately $34 million of after-tax costs relating to retention and restructuring.(4) Based on 11.6 million basic shares outstanding per Stifel Q3 2006 10Q.(5) Revenues are not net of interest expense.
$124.0Total Consideration Value (4)
$104.0Total Initial Consideration
$20.0Contingent Payment (3)
Warrant Value(500,000 Stifel shares, Black-Scholes value) (2)
Common Stock(2.531 million Stifel shares at $38.09 per share) (1)
Initial Consideration
7.6
$96.4
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Key Takeaways
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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 businesses4. Additive equity research and equity capital
markets capabilities5. Complementary Investment Banking
businesses additive to Financial Institutions and Consumer Practices
6. Financially attractive terms7. BankAtlantic Bancorp will own
Stifel stock—a new partner
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