SN RB IR Presentation v7 · 2007. 1. 9. · Credit Suisse First Boston 812 Firm Oct. 2006 US CVG...

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Transcript of SN RB IR Presentation v7 · 2007. 1. 9. · Credit Suisse First Boston 812 Firm Oct. 2006 US CVG...

Page 1: SN RB IR Presentation v7 · 2007. 1. 9. · Credit Suisse First Boston 812 Firm Oct. 2006 US CVG J.P. Morgan 1,209 …Creates a New Top Ten Research House 35 Source: Starmine Monitor,
Page 2: SN RB IR Presentation v7 · 2007. 1. 9. · Credit Suisse First Boston 812 Firm Oct. 2006 US CVG J.P. Morgan 1,209 …Creates a New Top Ten Research House 35 Source: Starmine Monitor,

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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

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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%

S_009

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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