Piper Jaffray And Sandler O’Neill Announce Merger
INVESTOR PRESENTATIONJULY 9, 2019Piper Jaffray and Sandler O’Neill Announce MergerCombined Firm to be Named Piper Sandler CompaniesMerger adds the leading financial services investment banking firm to the growingPiper Jaffray OrganizationFor more information, please contact Tim Carter, chief financial officer at 612 303-5607 or timothy.l.carter@pjc.comSecurities brokerage and investment banking services are offered in the U.S. through Piper Jaffray & Co., member SIPC and FINRA; in Europe through Piper Jaffray Ltd., authorized and regulated by the U.K. Financial ConductAuthority; and in Hong Kong through Piper Jaffray Hong Kong Limited, authorized and regulated by the Securities and Futures Commission. Asset management products and services are offered through five separate investmentadvisory affiliates―U.S. Securities and Exchange Commission (SEC) registered Advisory Research, Inc., Piper Jaffray Investment Management LLC, PJC Capital Partners LLC and Piper Jaffray & Co., and Guernsey-basedParallel General Partners Limited, authorized and regulated by the Guernsey Financial Services Commission.
2INVESTOR PRESENTATIONCautionary notice regarding forward-lookingstatementsThis presentation and the conference call to discuss the contents of this presentation contain forward-looking statements. Statements thatare not historical or current facts, including statements about beliefs and expectations, are forward-looking statements. These forwardlooking statements cover, among other things, the future prospects and growth of the Company.Forward-looking statements involve inherent risks and uncertainties, and important factors could cause actual results to differ materially fromthose anticipated, including the following:(1) the transaction described in this announcement is subject to regulatory approval and other closing conditions and may not close on theexpected timing or at all;(2) the costs or difficulties relating to the combination of the businesses may be greater than expected and may adversely affect our resultsof operations and financial condition and our ability to realize anticipated synergies from the transaction;(3) the expected benefits of the transaction, including the future prospects of our investment banking, fixed income, equity research, andsales and trading businesses may take longer than anticipated to achieve and may not be achieved in their entirety or at all, and will inpart depend on the ability of the Company to retain and hire key personnel and maintain relationships with its clients;(4) developments in market and economic conditions have in the past adversely affected, and may in the future adversely affect, thebusiness and profitability of the Company generally and of its investment banking business specifically;(5) the transaction increases the Company’s exposure to the financial services industry;(6) there may be potentially adverse reactions or changes to client, regulatory, business or employee relationships, including as a result ofthe announcement or completion of the transaction;(7) the failure to obtain financing for the transaction consistent with our expectations or at all could adversely impact the Company and theexpected benefits of the transaction; and,(8) other risks, uncertainties and important factors identified under “Risk Factors” in Part I, Item 1A of our Annual Report on Form 10-K forthe year ended December 31, 2018, and updated in our subsequent reports filed with the SEC.These reports are available at www.piperjaffray.com or www.sec.gov.Forward-looking statements speak only as of the date they are made, and we undertake no obligation to update them in light of newinformation or future events.
3REALIZE THE POWER OF PARTNERSHIP Piper Jaffray and Sandler O’Neill announce mergerPIPER SANDLERCOMPANIESESTABLISHED 1895PIPER JAFFRAYPiper Jaffray is a leading investment bank andinstitutional securities firm. Through a distinctcombination of candid counsel, focused expertise andempowered employees, we deliver insight and impactto each and every relationship. Our proven advisoryteams combine deep product and sector expertisewith ready access to global capital. The firm isheadquartered in Minneapolis with offices across theU.S. and in London, Aberdeen and Hong Kong. ESTABLISHED 1988SANDLER O’NEILLSandler O’Neill Partners is a full-service investmentbanking firm and broker-dealer focused on the financialservices Industry. The firm provides merger andacquisition advisory, capital markets, fixed income andequity trading and sales, equity research, balance sheetmanagement, mortgage finance, and other advisoryservices to financial institutions and their investors.Since our founding in 1988, the firm has always beenfocused on enhancing the franchise value of our clients.
4PIPER JAFFRAY COMPANIES AND SANDLER O’NEILL PARTNERSMerger detailsTRANSACTION OVERVIEWPiper Jaffray Companies to acquire 100% of Sandler O’Neill Partners Merged company will be named Piper Sandler Companies, combining two trusted and established firms withmatching client-centric cultures Brings together the leading investment banking firm focused on the financial services industry with thegrowing investment banking platform of Piper Jaffray Accelerates Piper Jaffray’s goal of prioritizing and building the M&A advisory business, and adds strength incapital raising and a differentiated fixed income business while enhancing equities Expected to close in January 2020; subject to customary closing conditions and regulatory approvalsCONSIDERATIONTotal of 485 million (includes 100 million of tangible book value) 350 million of upfront cash consideration, which includes 100 million of TBV, to equity holders 135 million of restricted consideration to employee partners, primarily in restricted stock of PJCRETENTION PLANTotal of 115 million Additional retention to Sandler O’Neill partners and other employees, primarily in restricted stock of PJCFINANCIAL IMPACTExpected to add approximately 300M of annual revenues Accretive to 2020 operating margin, ROE, EPS and employee productivity metrics Provides continued opportunities to invest and grow the platform
5COMBINES THE LEADING FINANCIAL SERVICES INVESTMENT BANK WITH THE GROWING PIPER JAFFRAY PLATFORMStrategic rationaleAdds a large, durable, marketleading franchise to our platformThe leading financial services investment bank with approximately 300M of annual revenuesIncreases scale and diversityacross investment banking industrysectorsComplements current franchise by adding 225M of annualinvestment banking revenues from financial services industrySignificantly elevates advisorypractice within the middle marketCreates one of the largest U.S. middle-market advisory businesseswith nearly 600M of annual pro forma combined revenuesDiversifies and scales capitalmarkets franchiseAdds a market-leading, book run franchise with broad productcapabilities, expected to increase annual revenues by 50% Adds an advice-driven, marketleading fixed income businessNearly doubles current fixed income business by adding a large,advisory-based, differentiated business which broadens our productand client mixEnhances equity business throughexpanded research coverageAdds more than 200 stocks, significantly expanding currentfinancial services coverage and equity distribution capacityEnriches firm culture, deepensrelationships and strengthensleadershipDistinctive client-centric, partnership-focused cultures withmeaningful opportunities to collaborate across industries andproducts
6THE LEADING FINANCIAL SERVICES INVESTMENT BANKSandler O’Neill PartnersFull service investment banking firm dedicated to providingcomprehensive advisory and transaction execution services toa broad range of financial institutions and investorsYear w YorkPrivate Partnership3006Mergers and AcquisitionsNo. 1Financial services M&Aadvisor since 2012 –based on number of deals498Announced financialservices M&Atransactions since 2012 124BAggregate announcedM&A transaction valuesince 20121 Singular focus on financial services companies Exceptional industry knowledge Outstanding capital markets and transactional expertise Client-first approach with reputation for integrity and transparency Small-firm client service with large-firm capabilitiesCapital RaisingSales, Trading, and ResearchNo. 1Financial services capitalofferings managed since2012 71BEquity capital raised forfinancial servicescompanies since 201221000 41BDebt capital raised forfinancial servicescompanies since 20122400 Source: S&P Global Market IntelligenceDoes not combine the results of advisors which have merged until the date such merger was completed1 Includes transactions with announced deal values; statistics reflect January 1, 2012 through June 15, 20192 Full deal value credited to underwriter300 Financial servicescompanies covered byequity researchBanks covered by fixedincomeStocks as a marketmaker
7SANDLER O’NEILL PARTNERSLeading franchise with attractive financial profileSANDLER O’NEILL REVENUES BY BUSINESS ACTIVITY in millionsM&A / Advisory ServicesFinancingFixed IncomeEquity Commissions 336 16 343 17 300 285 284 26 245 260 262 19 19 21 19 19 72Six consecutive years ofrevenue growth driven byincreasing market share Advisory-led franchisewhich has more thandoubled since 2011 Strong capital marketsorigination businessthat does not rely onthe balance sheet Advisory-based fixedincome business 77 75 75 101 70 73 99 93 52 100 75 70 95 42 68 179 642011 82 8020122013 1002014 154 14820162017 11620152018
8SANDLER O’NEILL PARTNERSMarket leadership in financial services M&AOne of the most active financial advisors, ranking No. 1 every year since 2011 based on number of dealsadvised for financial services, regardless of market cycle or environmentSANDLER O’NEILL FINANCIAL SERVICES M&A EXPERTISE# of Deals & 00620072008200920122013201420152016Source: S&P Global Market IntelligenceFinancial services encompasses banks & thrifts, insurance, asset management, securities services, specialty finance, financial technology & REITsIncludes all U.S. financial services transactions announced since January 1, 2002 with disclosed deal value and a financial advisor; rankings exclude terminated transactions and self-advisory rolesRankings exclude terminated transactions and self-advisory roles; Does not combine the results of advisors which have merged until the date such merger was completed20172018
9SANDLER O’NEILL PARTNERSMarket leadership in financial institutions capital raisingTop ranked in common equity raising for banks and thrifts over the last 10 yearsRank by Number of Deals1234567891011121314151618181920Rank by Aggregate Deal ValueSandler O'Neill Partners206Keefe, Bruyette & Woods196Raymond James & Associates, Inc.88J.P. Morgan Securities LLC87Goldman Sachs & Co. LLC57Bank of America Merrill Lynch54Janney Montgomery Scott LLC52Stephens Inc.48Morgan Stanley47Stifel45RBC Capital Markets, LLC43INTL FCStone Financial Inc.35Barclays Capital Inc.32D.A. Davidson & Co.31Credit Suisse (USA), Inc.30B. Riley FBR, Inc.29Deutsche Bank Securities Inc.27Citigroup Global Markets Inc.27UBS Investment Bank26Robert W. Baird & Co. Incorporated25Source: S&P Global Market IntelligenceIncludes all bank & thrift common equity raises between January 1, 2009 and June 5, 2019Full credit to lead and co-managersDoes not combine the results of advisors that have merged until the date such merger was completed1234567891111121314151617181920 in billionsMorgan Stanley 84.5J.P. Morgan Securities LLC 72.8Sandler O'Neill Partners 68.9Keefe, Bruyette & Woods 67.4Deutsche Bank Securities Inc. 61.8Goldman Sachs & Co. LLC 61.0RBC Capital Markets, LLC 59.0Williams Capital Group, L.P. 55.2Barclays Capital Inc. 51.7Blaylock Van, LLC 50.8Loop Capital Markets LLC 50.8Credit Suisse (USA), Inc. 46.1Citigroup Global Markets Inc. 45.0Wells Fargo Securities, LLC 44.8Samuel A. Ramirez & Company, Inc. 40.5Muriel Siebert & Co., Inc. 40.3CastleOak Securities, L.P. 38.5Bank of America Merrill Lynch 38.0UBS Investment Bank 38.0Stifel 33.3
SANDLER O’NEILL PARTNERSDurable and consistent market environmentStable bank operating environment with favorable M&A outlook Large, consistent market with an average of 250 deals per year Significant market with over 5,000 banks consistently consolidating at a rate of approximately 4% per year Long-term trends are favorable for continued consolidation (e.g., rising technology and compliance costs, historically highcapital, improved bank stock valuations, attractive economics provided by M&A) Sandler has continually sought to broaden its financial services coverage by building additional specialties in insurance,specialty finance, asset management, real estate and financial technologyNUMBER OF DEALS PER YEAR / NUMBER OF 0032004200520062007# of DealsDeals / # of Banks (%)Source: S&P Global Market Intelligence and FDIC; data as of December 31, als / # of Banks# of Deals10
11STRATEGIC RATIONALEIncreases scale and diversity across industry sectors2018 Pro FormaInvestment Banking Revenues2 by Sector2018 Piper Jaffray StandaloneInvestment Banking Revenues1 by Sector90125 51%MDsMDsincrease inrevenues 493M 742MRevenueRevenueFinancial ServicesHealthcareEnergyConsumerDiversified IndustrialsTMT & Business ServicesEnhances advisory and capital markets investment banking platform Three market-leading franchises in significant industry sectors (i.e. financial services, healthcare, energy) Five scaled industry teams Increases managing director headcount by approximately 39% and revenue by 51%122018 Piper Jaffray standalone investment banking revenues include both corporate advisory and capital markets revenues (excludes public finance)2018 Pro forma investment banking revenues combines Piper Jaffray standalone investment banking revenues with Sandler O’Neill M&A / Advisory Services revenues of 179M and Financing revenues of 70M
12STRATEGIC RATIONALEElevates advisory platform within the middle marketADJUSTED NET REVENUES2ADVISORY SERVICES REVENUES in millionsCAGR: 29%Advisory Services Revenues in millionsCAGR: 13%Adjusted Net Revenues 1,124 573Advisory as a % of Adjusted Net Revenues 870 443 305 74 86 8317%18%16%201120122013 198 20931%32%2014201551%50%51% 43041%2016Piper Jaffray Standalone20172018 781 736 3942018ProForma12011 4852012 632 66320142015 516201320162017Piper Jaffray StandaloneExpansion of advisory platform to drive earnings and lay the foundation for future growth Strong, sustainable revenue growth expected from high margin advisory services Redeploying capital to businesses with higher returnsCAGR is calculated over the 8-year period from 2011 to 2018 pro forma, which replaces the 2018 Piper Jaffray standalone year1 Pro forma combines 2018 Piper Jaffray standalone revenues with Sandler O’Neill revenues2 Refer to page A-1 of the Appendix for a reconciliation of Piper Jaffray standalone adjusted net revenues to U.S. GAAP net revenues20182018ProForma1
13STRATEGIC RATIONALEElevates capital raising platform within the middle market2018 Piper Jaffray StandaloneCapital Markets Revenues1 by Sector2018 Pro FormaCapital Markets Revenues2 by Sector57% 122M 192Mincrease inplatformRevenueFinancial ServicesHealthcareRevenueOtherCombination adds a book run franchise with broad product capabilities and dominant market share1 Sandler has book run 199 transactions totaling 11.2 billion in capital raised since 20143 Sandler has managed more subordinated debt or senior note offerings for banks under 35 billion in assets than any otherinvestment bank since 20144 Broad equity and debt product capabilities Superior execution with strong distribution and research2018 Piper Jaffray standalone capital markets revenues reflect equity financing revenues2018 Pro forma capital markets revenues combines Piper Jaffray standalone capital markets revenues with Sandler O’Neill revenues from financing of 70M3 Transactions and value both include community bank, specialty finance transactions, BDC and other non-bank transactions; Source: Sandler O’Neill Syndicate Desk & Bloomberg, data as of June 5, 20194 Source: Bloomberg, data as of June 5, 20192
14STRATEGIC RATIONALEAdds an advice-driven, market-leadingfixed income businessSandler O’Neill fixed income groupDifferentiated, advisory-based model that leveragesthe capabilities of the whole firm and drivesinvestment banking revenueCombination Attributes Significantlyincreases scale withnearly 2X revenues Strong analytics with a holistic approach to balance sheetmanagement with comprehensive modeling capabilitiesfor assets, liabilities and interest rate derivativesComplementaryproduct suite andclient set Improves riskadjusted capitalefficiencyBroad suite of products with deep expertise inmortgage-backed securities and loans Provides broaderdistribution to ourmunicipal new issueand secondary fixedincome businessesDeep penetration with banks – covering 1000 banksHigh productivity with C-suite and board-levelrelationships
15STRATEGIC RATIONALEEnhances equities business through expanded resourcesPiper Jaffray StandaloneResearch Coverage1Pro FormaResearch Coverage231%650StocksFinancial ServicesHealthcare850increase incoverageEnergyConsumerStocksIndustrials & Business ServicesTechnologyExpands research and account coverage12 Adds approximately 200 stocks under coverage – increasing bank coverage while adding coverage in real estate,insurance and other financial services sectors Represents one of the largest distribution franchises of any mid-tier broker with market-leading research, trading, andcapital markets capabilitiesPiper Jaffray standalone research coverage reflects current stocks under coveragePro forma research coverage combines Piper Jaffray standalone research coverage with approximately 200 stocks under coverage from Sandler O’Neill
16PIPER JAFFRAY COMPANIES AND SANDLER O’NEILL PARTNERSOther transaction terms and financial highlightsKEY PERSONNEL AND MANAGEMENT OF FINANCIAL SERVICES BUSINESS Jimmy Dunne will continue to focus on exactly the same work he has been doing for the past several years, providing guidance and strategicadvice to clients on M&A deals and other transactionso Dunne will be named vice chairman of Piper Sandler Companies, and senior managing principal of the Piper Sandler financial services business Jon Doyle will lead the Piper Sandler financial services business line, and all investment banking, capital markets, fixed income and equitiesresources dedicated to the financial services industry sector will report to Jono Doyle will be named vice chairman of Piper Sandler Companies, and senior managing principal of the Piper Sandler financial services businesso Doyle will join the board of directors of Piper Sandler Companies and the firm’s 11-person Leadership Team A second individual, to be named, will be added to the board of directors of Piper Sandler Companies in the first quarter of 2021 as per the mergeragreementRETENTION Substantial retentive incentives in the form of restricted consideration, primarily restricted stock, will be issued to Sandler O’Neill employees andvest over various terms up to five years based on continued employment Key employees, including all Sandler partners, have signed employment agreements Sandler O’Neill employees are expected to collectively own approximately 16% of Piper Sandler Companies in the form of restricted stock issuedas transaction consideration and retention incentivesFINANCIAL METRICS AND PROJECTIONS Sandler O’Neill FY2018 revenues of 340 million; revenues have averaged 290 million since 2011Non-GAAP compensation ratio is expected to be unchangedExpected to be 10% accretive to non-GAAP EPS in 2020Accretive to the firm’s non-GAAP ROE and operating metricsAlthough cost synergies and revenue enhancements are expected, no net synergies have been assumed in the projectionsCAPITAL Deploys excess capital, and expected cash proceeds from the pending sale of Advisory Research, Inc. Expected to raise approximately 150 million of debt to finance a portion of the cash consideration
17PIPER JAFFRAY COMPANIES AND SANDLER O’NEILL PARTNERSShareholder value creationMeaningfullyaccretiveacquisitionAccretive to operating margin, ROE, EPS and employeeproductivity metricsEnhances scale,durability, anddiversity of the firmIncreases revenue by 44% and adds a highlycomplementary, market-leading financial services industryplatformScales high margin,high multipleadvisory businessGrows advisory business by 45% with 2018 pro formaadvisory services revenues of 573 millionDeploys excesscapitalSharpens focus, deploys excess capital and driveshigher returnsCreates significantopportunity forcontinued growthAccelerates growth opportunities in all our franchises
18OUR GROWTH, BUSINESS MIX AND DISCIPLINED USE OF CAPITAL DRIVING BEST-IN-CLASS RETURNSTop performing stock over multi-year periodsPJC SHARE PRICE 100 85 70 55 40 25 Jan-19TOTAL RETURN AS OF JUNE 28, 201911-YearCOWNSFS&P 500PJCOPYCM TCM IndexS&P 500COWNLAZJEFFGHLJMPCM Index reflects KBW Capital Markets Index1 Represents total shareholder return for the 1-Year, 3-Year, and 5-Year periods ending June 28, 64.51%50.74%47.17%46.75%24.98%-3.66%-12.72%EVRS&P 500CM 1.74%-64.35%N/AN/A
19 1.1 Billion75%50% 17-19%Adjusted NetRevenues1Investment BankingRevenue MixAdvisory ServicesRevenue MixTargeted OperatingMarginPIPER SANDLERA LEADING FINANCIAL ADVISORY AND CAPITAL MARKETS FIRM 150M 2.030%-50%AnnualCash Flow2Years Expected toPay off AcquisitionDebtAdjusted Net IncomeReturned ThroughDividends 1xLeverage(Debt to EBITDA3)Metrics are on a pro forma basis combining Piper Jaffray standalone with Sandler O’Neill1 Includes 2018 Piper Jaffray standalone adjusted net revenues; refer to page A-1 of the Appendix for a reconciliation of Piper Jaffray standalone adjusted net revenues to U.S. GAAP net revenues2 Includes 2018 Piper Jaffray standalone cash flows; refer to page A-2 of the Appendix for the components of Piper Jaffray standalone cash flows3 Assumes acquisition debt of 150M; EBITDA includes 2018 Piper Jaffray standalone EBITDA; refer to page A-2 of the Appendix for the components of Piper Jaffray standalone EBITDA
Appendix
A-121APPENDIXReconciliation for Non-GAAP Financial MeasuresThis presentation includes non-GAAP, or ‘‘adjusted,’’ financial measures. Management believes that presenting results andmeasures on an adjusted basis in conjunction with the corresponding U.S. GAAP measures provides the most meaningfulbasis for comparison of its operating results across periods, and enhances the overall understanding of our current financialperformance by excluding certain items that may not be indicative of our core operating results. The non-GAAP financialmeasures should be considered in addition to, not as a substitute for, measures of financial performance prepared inaccordance with U.S. GAAP.Net revenuesA reconciliation of adjusted net revenues to U.S. GAAP net revenues:For the year ended December 31,( in thousands)Net revenues – U.S. GAAP basis20182017201620152014201320122011 784,442 874,923 747,349 672,918 648,138 525,195 488,952 432,083Adjustment:Revenue related tononcontrolling interestsAdjusted net 4)(4,174)(1,785) 780,821 869,604 736,279 663,108 632,439 516,401 484,778 430,298
A-222APPENDIXReconciliation for Non-GAAP Financial MeasuresAnnual cash flowsEarnings before interest, taxes, depreciation,and amortization ("EBITDA")The following table presents the components of standaloneannual cash flows for Piper Jaffray Companies for the yearended December 31, 2018:The following table presents the components of standaloneEBITDA for Piper Jaffray Companies for the year endedDecember 31, 2018:( in thousands)Net income applicable to Piper JaffrayCompanies – U.S. GAAP basis2018 57,036Non-cash adjustments as reflected on theconsolidated statement of cash flows:Depreciation and amortization of fixed assetsDeferred income taxes8,358(652)( in thousands)Net income applicable to Piper JaffrayCompanies – U.S. GAAP basisLong-term financing expenses44,285Income tax expenseAmortization of intangible assets10,460Depreciation and amortization of fixed assetsAmortization of forgivable loans5,138Less: tax impact of non-cash adjustmentsAnnual cash flows – Piper Jaffray standalone67,589(17,060) 107,565 57,036Adjustments for interest, taxes, depreciation, andamortization as reflected on the consolidatedfinancial statements:Stock-based compensationNon-cash adjustments20185,79319,0478,358Amortization of intangible assets10,460Stock-based compensation44,285Amortization of forgivable loansAdjustments for interest, taxes, depreciation, andamortizationEBITDA – Piper Jaffray standalone5,13893,081 150,117
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