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Piper Jaffray Bowdoin College Information Session September 21, 2006 Begin your journey

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Page 1: 4 Piper Jaffray Bowdoin Presentation

Piper JaffrayBowdoin College

Information Session

September 21, 2006Beg

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Page 2: 4 Piper Jaffray Bowdoin Presentation

Who We Are

Piper Jaffray is the leading middle market investment bank

• Client-focused securities firm dedicated to delivering superior financial advice, products and transaction execution to businesses, institutions non-profits and public entities within targeted sectors

• Industry leader– M&A– Equity / Debt– Restructuring– Research

• Operates through two business segments:

– Corporate and Institutional Services– Public Finance Services


Page 3: 4 Piper Jaffray Bowdoin Presentation

More Than 100 Years of Guiding Clients



In 1971 Piper, Jaffray & Hopwood became the first regional brokerage firm to offer its own stock for public sale.


In 1895 George B. Lane Commercial Paper and Collateral Loans & Co. was established and in 1917 merged with Piper, Jaffray & Co. to form Lane, Piper & Jaffray.


In 1992 Piper, Jaffray & Hopwood became Piper Jaffray Inc. and the holding company name changed to Piper Jaffray Companies Inc.


In 1998 Piper Jaffray was acquired by U.S. Bancorp and in 1999 changed its name to U.S. Bancorp Piper Jaffray.


In 2003 Piper Jaffray once again became an independent, public securities firm through a spin-off from U.S. Bancorp.

In 2006 Piper Jaffray completed the sale of the company’s Private Client Services branch network.


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Source: Dealogic and Piper Jaffray

Most Active IPO Underwriters in 2005

Leading Middle Market Company Focus

IPOs Overall

Rank Manager # of Deals

1 Credit Suisse First Boston 452 J.P. Morgan 423 Citigroup Global Markets 404 UBS Securities 385 Goldman Sachs 376 Lehman Brothers 367 Merrill Lynch 348 Deutsche Bank Securities 329 Piper Jaffray 3110 Morgan Stanley 2911 Banc of America Securities 2912 Jefferies & Co. 2813 CIBC World Markets 2814 Bear Stearns & Co. 2715 Wachovia Capital Markets 26

Focus Sectors

Rank Manager # of Deals

1 Piper Jaffray 312 Credit Suisse First Boston 273 J.P. Morgan Securities 264 Goldman Sachs 255 Merrill Lynch & Co. 256 Citigroup Global Markets 237 Banc of America Securities 228 Lehman Brothers 229 CIBC World Markets 2210 Deutsche Bank Securities 2011 Wachovia Capital Markets 2012 Morgan Stanley 1913 William Blair & Co. 1914 Thomas Weisel Partners 1815 UBS Securities 16

Piper Jaffrayranked #1 in the number of IPOscompleted in its focus sectors—the growth areas of the economy—and ranked #9 in the number of IPOs completed overall in 2005

Page 5: 4 Piper Jaffray Bowdoin Presentation

Top 20 M&A Advisors In 2005

Source: Thomson Financial and Piper Jaffray; U.S. based buyers/sellers only* Excludes Investment Banks with Average Deal Size>$500 million

Goldman Sachs & Co. 151Houlihan Lokey Howard & Zukin 126Citigroup 113Morgan Stanley 113JP Morgan 109Credit Suisse 108Banc of America Securities 103Merrill Lynch 103UBS Warburg 96Lehman Brothers 92Jefferies & Co. 76Wachovia 69Lazard 62Deutsche Bank 60Piper Jaffray 48M&A International 40Bear Stearns & Co. 39Keefe Bruyette & Woods 38William Blair & Co. 36Sandler O’Neill Partners 35

Number ofAll Advisors Deals Closed

Number ofMiddle Market Advisors* Deals Closed

Houlihan Lokey Howard & Zukin 126Jefferies & Co. 76Wachovia 69Piper Jaffray 48M&A International 40Keefe Bruyette & Woods 38William Blair & Co. 36Sandler O’Neill & Partners 35Lincoln Partners 33Daniels & Associates 32BB&T 30KPMG Corporate Finance 27Goldsmith Agio Helms & Co. 26Raymond James & Associate 24CIBC World Markets 24Robert W. Baird & Co. 23Rothschild 21Stephens 20McDonald Investments 20RBC Capital Markets 18

Page 6: 4 Piper Jaffray Bowdoin Presentation

Our Guiding Principles

Since its beginning in 1895, Piper Jaffray has built its business by committing itself to its clients, people and communities.

We create and implement superior financial solutions for our clients. Serving clients is our fundamental purpose.

We earn our clients’ trust by delivering the best guidance and service.

Great people are our competitive advantage.

As we serve, we are committed to these core values:Always place our clients’ interests first

Conduct ourselves with integrity and treat others with respect

Work in partnership with our clients and each other

Maintain a high-quality environment that attracts, retains and develops the best people

Contribute our talents and resources to serve the communities in which we live and work


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Guides for the Journey

• We are committed to guiding our clients to success.• The best guides are:

– resourceful when the options are few– aggressive in reacting to changing conditions– trustworthy by remaining firmly committed to their clients’


• The same traits are inherent in the best investment bankers.

• It is our culture at Piper Jaffray--we will help you become the best guide for our clients’ journeys.


Page 8: 4 Piper Jaffray Bowdoin Presentation

Broad Product Offering Capabilities

Equity Securities M&A Advisory

High-Yield & Structured Products

Convertible Securities Debt Capital Markets

Corporate & Venture ServicesPrivate Placements Financial Restructuring

More resources dedicated to middle market growth companies on Wall Street:

• Lead manager on top performing IPOs in recent years

• Leading aftermarket trading support

• Largest number of middle market companies under coverage in focus sectors

• 350 companies under coverage with $2 billion or less market cap

Top-ranked middle market M&A advisor:

• Industry-focused M&A teams• Middle market M&A team focused

on industrial and manufacturing services industries

• Deep relationships with financial and strategic investors

• Advised more than 320 M&A transactions worth $45 billion since 2000

Significant experience in various types of convertible offerings including:

• Standard new issue offerings–overnight and marketed transactions

• Placement of private convertible notes or preferred stock offerings

• Refinancing of existing convertibles• Public and private restructuring of

existing convertible debt

Dedicated debt capital markets team:• More than 300 debt financings

raising $115 billion since 2002• Dedicated team of leveraged

finance experts with more than 120 years of collective experience

• Product expertise across entire leveraged capital spectrum and powerful distribution capabilities

• Senior, subordinated and syndicated loan capabilities through CIT Group

Extensive industry expertise and knowledge of the marketplace:

• Discussions with more than 800 institutional investors focused on private companies

• Raised more than $1.6 billion in private placement transactions since 2000

Dedicated corporate and venture services team with more than 70 years combined experience:

• Managed more than 140 distributions and traded more than 421 million shares since 2003

• Average block trade size of $35 million

• Managed over 340 10b5-1 trading plans

• Completed 68 Directed Share Programs with up to 2,000 participants; 31 were lead managed

Brings consultative approach to research and client relationships:

• Focused on securities under stress, bringing liquidity to an illiquid market

• Credit analysis that delivers deep, forward-looking examination of securities

• Value-added research on collateralized debt obligations, aircraft finance, health care and distressed credits

Leading advisor to financially stressed and distressed businesses, creditor constituencies and equity investors:

• Proven experience in Chapter 11, out-of-court workouts, sale of assets, reorganizations, acquisitions and exchange and tender offers

• Accurate company and securities valuations

• Ability to successfully evaluate various situations

• Access to key strategic relationships

Page 9: 4 Piper Jaffray Bowdoin Presentation

• Ranked #1 in number of IPOscompleted in our focus sectors in 2005

• Lead manager on the top performing IPOs in the industry in recent years

• Nominated advisor to leading European growth companies

• Top ranked middle market M&A advisor

• BioPharmaceuticals• Health Care Services• Information-Driven Health Care• Life Sciences Tools/Diagnostics• Medical Technology

• Asset Management• Broker-Dealers• Depository Institutions• Financial Technology & Services• Insurance• Specialty Finance

Financial Institutions


Health Care

• Apparel, Footwear & Softline Retail• Consumer Products• Food & Beverage• Restaurants• Specialty & Hardlines Retail • Computer Hardware & Semiconductors

• Enterprise Software• Internet• IT Services• Wireline & Wireless Communications


• Business Information Services• Facilities Services• Human Resource Services• Industrial Services• Learning Services• Marketing Services• Professional Services

Business Services

• Clean Technology• Distributed Power Generation• Ethanol/Bio-Fuels• Fuel Cells• Solar Power• Wind

Alternative Energy

• Aerospace• Automotive Products• Building Products• Flow & Process Controls• Industrial Distribution• Metal Processing• Packaging• Plastic Processing• Security & Safety• Specialty Chemicals• Specialty Vehicles• Other Manufacturing & Services

Industrial Growth

Unparalleled Industry Expertise

Page 10: 4 Piper Jaffray Bowdoin Presentation


Apparel and Apparel Retail

Consumer Products

Food & Beverage


Specialty Retail


has agreed to acquire


Initial Public Offering




has been acquired by

August 2006


has been acquired by

April 2006


Sole ManagedFollow-On Offering

June 2006


Follow-On Offering

May 2006


Follow-On Offering

May 2006


May 2006

August 2006

BookrunInitial Public Offering

and Follow-On Offering


February 2006

Initial Public Offering


Services Acquisition Corp. International


has agreed to be acquired by


Page 11: 4 Piper Jaffray Bowdoin Presentation

Alternative Energy





Fuel Cells

Advanced Materials



Initial Public Offering




Private Placement

May 2006

Solar Thin-Film Supplier


Initial Public Offering


Solar / Polysilicon


Private Placement




Initial Public Offering




Follow-On Offering

August 2006



Initial Public Offering

August 2005



Follow-On Offering

March 2006



Initial Public Offering


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Financial Institutions

• Banks & Investment Banks

• Financial Technologies & Services

• Specialty Finance

• Specialty Insurance


has been acquired by Meridian Bank, N.A.

a subsidiary of

August 2006


Follow-On OfferingBookrunning Manager

June 2006


Follow-On OfferingCo-Lead Manager

June 2006

Patriot Capital Funding, Inc.


Initial Public Offering

March 2006


Follow-On OfferingCo-Manager

April 2006


Follow-On OfferingCo-Manager

March 2006


Preferred Units Sole Placement Agent

February 2006


Initial Public OfferingCo-Manager

February 2006


Reg Direct OfferingSole Placement Agent

February 2006


Follow-On OfferingCo-Lead Manager

January 2006


Sr. Unsecured NotesExclusive Placement


December 2005


Follow-on OfferingCo-Manager

October 2005

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Health Care


Health Care Services

Information-Driven Health Care

Medical Technology

Tools & Diagnostics



Sole BookrunInitial Public Offering

April 2005


Lead ManagedConvertible Offering

February 2005


has been acquired by

July 2005


Joint BookrunInitial Public Offering

June 2005


Sole BookrunFollow-On Offering

June 2005


has acquired

July 2006


has been acquired by

February 2006


has been acquired by

November 2005



July 2006


has been acquired by

August 2005


Initial Public Offering

March 2006


Merged with

December 2005

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Technology & Communications



Convertible & Follow-On Offering

November 2004


Sole BookrunConvertible &

Follow-On Offering

February 2005


Initial Public Offering

August 2004


has acquired

July 2004


Initial Public Offering

August 2005


has acquired

August 2005


Sole BookrunInitial Public Offering

August 2005


has been acquired by

June 2005


has acquired CRS Retail Systems Inc.


December 2005


Private Placement

February 2006


PIPE Offering

May 2006


has been acquired by

June 2006

Computer Hardware & Semiconductors

Wireline & Wireless Communications

Enterprise Software


IT Services

Page 15: 4 Piper Jaffray Bowdoin Presentation

Industrial Growth


Automotive Products

Building Products

Flow & ProcessControls

Industrial Distribution

Metal Processing


Plastic Processing

Security & Safety

Specialty Chemicals

Specialty Vehicles

Other Manufacturing & Services


a portfolio company of

has been acquired by

July 2006

has acquired

June 2006

has sold


May 2006

a portfolio company of

has been acquired by

April 2006

March 2006 November 2005 November 2005January 2006

a portfolio company of

has been acquired by

a division of United Road Services Inc.

has been acquired by has been acquired by

a portfolio company of

has been recapitalized by


has been acquired by

a portfolio company of

October 2005 September 2005 September 2005October 2005

a portfolio company of

has been acquired by anaffiliate of

a portfolio company of

has been acquired by

Numatics, Incorporated

has been acquired by

Emerson Electric Company

Page 16: 4 Piper Jaffray Bowdoin Presentation

Business Services

Business Information Services

Facilities Services

Human Resource Services

Industrial Services

Learning Services

Marketing Services

Professional Services

IT Services


August 2006


In Registration


In Registration


July 2006


March 2006


November 2005


In Process


Rental Services Provider


IT Solutions Provider

In Process

has been acquired by

a portfolio company of

December 2005 September 2005


August 2005


February 2006



Page 17: 4 Piper Jaffray Bowdoin Presentation

Private Placements

Serve as agent to raise private equity and/or debt

Typical transaction range–$20 to $50 million

Structure deals, identify investors and manage the process

Quality relationships with venture capital and private equity investors



Series A ConvertiblePreferred Stock

November 2004



Private PlacementCommon Stock

October 2004


Series C Convertible Preferred Stock

July 2005


Series D ConvertiblePreferred Stock

December 2004


Series A Convertible Preferred Stock

July 2006


Series C ConvertiblePreferred Stock

July 2006


Series A ConvertiblePreferred Stock

June 2006


Preferred Equity

February 2006


Series G Convertible Preferred Stock

February 2006


Private Placement Common Stock

December 2005


Series B ConvertiblePreferred Stock

November 2005


Series C ConvertiblePreferred Stock

August 2005

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Convertible Securities• Overnight and marketed transactions (typically

under Rule 144A)• $75 million - $1 billion+ in aggregate amount raised• Piper Team originated numerous Issuer-friendly

innovations– Auto-Conversion – Plus Cash®– Laddered Equity Hedge

• Typical market capitalization of issuer– Over $300 million

• Private convertible note or preferred stock offerings

• $15 - $75 million in aggregate amount raised• Typical market capitalization of issuer

– $50 - $300 million

• Registered exchange offers• Funded exchange offers• Private exchange offers• Private stock-for-bond swaps• Cash repurchases • Early conversions• Consent solicitations

Standard new issue

Private Placement of convertibles

Refinancing of existing convertibles

Offering Memorandum


5.50% Senior Convertible Notesdue 2026 plus Warrants

Price 100%

We acted as sole placement agentof this private offering.

May 18, 2006


$199,324,000 Old Notes Exchanged$60,000,000 New Money

Offer to Exchange all 3.75%Convertible Subordinated Notes due 2007

for 6.52% Convertible SeniorSubordinated Notes due 2009

We acted as dealer-manager andplacement agent of this public offering.

December 31, 2002


$60,000,000 Old Notes Exchanged$12,000,000 New Money

Offer to Exchange all 6.50%Convertible Senior Notes due 2012

for 6.5% Convertible SNAPsSM due 2012

We acted as dealer-manager andplacement agent of this public offering.

February 8, 2006

Offering Memorandum


10% Senior Secured Bridge Notes due 2005Mandatorily Exchangeable into

6% Senior Secured Convertible Notes Due 2009

We acted as sole placement agentof this private offering.

October 18, 2004

Offering Memorandum


1.25% Convertible SubordinatedPlus Cash Notes(R) due 2008

Price 100%

We acted as book manager and structuringagent of this offering under SEC Rule 144A.

May 29, 2003



3.25% Convertible Senior Subordinated Notes

Due 2026

We acted as lead managerof this registered offering.

June 21, 2006

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Debt Capital Markets$805,000,000 $115,157,000

Private PlacementSole Placement Agent

Piper Jaffray

6.12% Senior Notes due 2015

Non-rated 144A

Repackaged EETCGrantor Trust


Senior Unsecured Notes

10.00% Notes Due 2013


Institutional Syndication

UAL00-1A1 / A2 Call

P-JETSSeries 2005-1


Senior Secured Credit

Facilities & SubordinatedBridge Financing

7.625% Notes due 2013


8.500% Notes due 2016


6.650% Notes due 20366.500% Notes due 2018


7.500% Notes due 2016


8.125% Notes due 2016


11.500% Notes due 2014


7.875% Notes due 2015


Transaction Types

Acquisition Capital


Growth Capital

Product Suite

Senior Credit Facilities

Second Lien Term Debt

Bridge Financing

Structured Financing

Mezzanine Debt

Senior & Subordinated Notes

Page 21: 4 Piper Jaffray Bowdoin Presentation

Strategic Office Locations

Piper Jaffray has offices that are strategically located. Our headquarters are in Minneapolis, with investment banking and research offices in San Francisco, Palo Alto, Chicago, New York, London and strategic alliances in Madrid and Shanghai.



Palo AltoNew York



San Francisco



Page 22: 4 Piper Jaffray Bowdoin Presentation

A Career in Investment Banking

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Why is Piper Jaffray Unique?

Piper Jaffray has a unique culture

• A high-energy environment generates enthusiasm among our professionals

• Supportive executive team that respects the balance between professional and personal growth

• Exceptional staff from the top undergraduate and graduate institutions in the country

• Significant interaction with senior management of clients who value our expertise

• Opportunity to work closely with senior bankers• Superior career visibility in meritocracy-based culture


Page 24: 4 Piper Jaffray Bowdoin Presentation

Our Recruiting Philosophy

• We hire the best people and empower them to use their skills, innovation and creativity to find solutions for our clients.

• We seek people from diverse backgrounds who are highly motivated, dedicated and productive.

• We promote open exchange of ideas and a team-oriented approach.

• We invest heavily in our people because they are our greatest resource.

Andrew DuffChairman and CEO, Piper Jaffray


Page 25: 4 Piper Jaffray Bowdoin Presentation

A Day in the Life

Industry Team:Consumer


Education:B.S., California Polytechnic University

LauraInvestment Banking Analyst


Page 26: 4 Piper Jaffray Bowdoin Presentation

A Day in the Life

Investment Banking Analyst8:15 Arrive at work; check e-mail and voice mail8:30 Grab coffee with Consumer Group analysts8:30 Browse headlines from the Wall Street Journal, Capital Markets

Updates and industry specific publications such as Women’s Wear Daily

9:00 Draft Confidential Information Memorandum (CIM) for a sell-side M&A assignment for a grocery co-op corporation. Involves:

– Industry research on size of grocery market, including competition and local demographics

– Requesting, organizing and synthesizing due diligence information11:00 Participate in drafting call for Initial Public Offering (IPO) for action

sports apparel manufacturer. Involves:– Review of growth opportunities, key business strengths and company financials– Industry research on action sports market– Planning a trip to southern California to meet with company management and

tour headquarters (including on-site skate park) 26

Page 27: 4 Piper Jaffray Bowdoin Presentation

A Day in the Life

Investment Banking Analyst

12:00 Lunch with Consumer Group analysts12:30 Develop management presentation for lead-managed

IPO for golf specialty retailer. Involves:– Research on golf industry– Review of historical and projected financials– Setting up a call with management to discuss presentation– Planning a trip with company management and bankers for IPO roadshow

3:30 Begin pitch for toy manufacturer. Involves:– Creating buyer profiles– Valuation analysis: comparable company analysis, comparable M&A

transactions, discounted cash flow analysis, leveraged buyout analysis– Work with Capital Markets to develop update on equity market conditions

5:30 Grab dinner with Consumer Group analysts6:00 Review draft of pitch with associate


Page 28: 4 Piper Jaffray Bowdoin Presentation

A Day in the Life

Investment Banking Analyst

7:30 Head to gym for quick workout8:30 Review pitch and courier book to senior banker’s

home10:00 Review CIM, e-mail to company and set up drafting call11:00 Head home

“P.S. No day is typical in investment banking—that’s what makes it exciting. You may be working on equity financings, buy- or sell-side M&A assignments or debt financings. Think on your feet because you may have to travel across country at a moment’s notice.”


Page 29: 4 Piper Jaffray Bowdoin Presentation

2006/2007 Recruiting Plan

Hiring Plan

• Investment Banking—30 Analysts for 2007• All industry groups and functional areas in most office locations


• Resume deadline—September 29• Interview invitation extended—week of October 2nd• First round interviews—in Boston, October 12th and 13th


Page 30: 4 Piper Jaffray Bowdoin Presentation

Career Opportunities at Piper Jaffray

Visit our Web site to learn more about career opportunities at Piper Jaffray:


Investment Banking recruiting contact:

• Megan McManus: 612 [email protected]