1 Investment Banking Equity Capital Markets
2 Raymond James Capital Markets Our mission is to remain a premier investment bank built on trust and relationships. We combine insightful, highquality research in select industry sectors with value-added financial advice and world-class distribution to serve the needs of growth companies and the institutional and retail communities that invest in them. 1
4 The Resources You Need Raymond James Investment Banking serves the capital and strategic advisory needs of today s emerging growth companies. Employing the deep industry knowledge and transactional expertise of our more than 500 capital markets professionals, we offer a full array of transactional services, complemented by strategic advice and planning throughout the life cycles of middle-market corporations. During the past five years, Raymond James has participated in raising over $90 billion in growth capital for its corporate clients, and has completed more than 230 advisory and private placement assignments, including 130 mergers and acquisitions valued at more than $20 billion. Our broad range of investment banking services includes strategic planning; debt and equity capital formation through public and private offerings; merger and acquisition advisory services, including sales and divestitures, tender offers, leveraged buyouts, takeover defense, fairness opinions and valuations; and corporate restructuring through in- and out-of-court efforts. Raymond James Capital Markets is composed of Investment Banking, with 100 professionals organized along industry and product lines; an award-winning Equity Research team with approximately 50 analysts covering nearly 700 public companies; Equity Sales and Trading, with professionals who provide service to over 1,800 active domestic and international accounts; and a Corporate Debt Origination and Structuring group which, combined with the Fixed Income department, has more than 200 professionals committed to the debt markets. Raymond James Capital Markets maintains a significant national presence, enhanced by Raymond James Private Client Group of more than 5,000 domestic financial advisors, as well as international distribution capabilities in North America and Europe. The collaborative effort of our highly knowledgeable, industry-focused capital markets professionals ensures a thorough understanding of client needs and the highest quality investment banking and capital markets services. 3
5 Since 1969 Raymond James has assisted small- and medium-sized companies by providing public and private capital to finance their growth. We have a large, experienced investment banking team, complemented by trading support, excellent objective research, and broad retail and institutional distribution. Most importantly, Raymond James understands corporate needs and the requirements of public ownership, as well as the fundamentals of almost all industry sectors, enabling our professionals to provide invaluable strategic advice. Thomas A. James Chairman and CEO Raymond James Financial, Inc. 4
6 Investment Banking As a full-service investment firm, Raymond James acts as a trusted advisor, assisting the management teams of growth companies by providing the individual guidance, in-depth industry and financial analysis, and creative structuring necessary to raise capital successfully and efficiently, complete corporate transactions and more. Raymond James Investment Banking is comprised of professionals located throughout the country with expertise in a full range of investment banking services, including public and private equity and debt offerings, mergers and acquisitions, and financial restructuring. Whatever your objective securing an infusion of public or private capital for business expansion, responding to an interested potential buyer, determining if your company is in the right position to acquire a competitor or penetrating new markets through acquisition the investment banking professionals at Raymond James can provide the structuring and execution vital to your success in nearly every phase of your company s growth.
7 Full Range of Capabilities Stages VENTURE MEZZANINE GROWTH MATURE LATE Initial public offerings Convertible debt offerings Public/private debt Follow-on offerings Restructuring and recapitalization Merchant banking General strategic and financial advisory Raymond James provides a comprehensive range of strategic and financial advisory services tailored to our clients needs. Private placement of high-yield debt and equity Mergers and acquisitions advisory Fairness opinions and valuations Venture capital investments Trading and market making Industry and company research coverage A Comprehensive Approach Raymond James Investment Banking offers expertise in equity and debt offerings, merger and acquisition advisory services, strategic planning and restructuring. Organized along industry and product lines, our investment banking teams consist of professionals who possess both the transactional expertise and industry knowledge necessary to help our clients achieve their objectives. 6
8 Core Investment Banking Services Public Offerings The long-term success of a public offering depends on optimal timing, a coordinated sales effort, appropriate distribution of shares through a combination of institutional and retail investors, and comprehensive research and dependable trading support after the offering. We provide the expertise, experience and resources necessary to successfully guide your company through the offering process from appropriate type and size, to timing, valuation, and strategic marketing positioning. Mergers & Acquisitions Advisory Services With transactional proficiency in buy- and sell-side representation, our Mergers & Acquisitions group, along with industry-focused specialists, helps companies identify, evaluate and execute strategic merger and acquisition opportunities. Composed of seasoned professionals who focus on the needs of buyers and sellers of middle-market companies, our expertise includes: Sales and Divestitures With maximizing value to our clients as our key objective, we can guide a company through the sell-side process by valuing the business, preparing a descriptive memorandum, introducing potential buyers, leading negotiations and coordinating closing. Mergers, Acquisitions and Tender Offers Our experience in identifying strategic merger and acquisition opportunities, as well as executing transactions, allows us to assist acquiring companies with valuing the target company; assessing the financial impact of a transaction; developing a purchase strategy; leading negotiations; and structuring, coordinating and funding the transaction. 7
9 Leveraged Buyouts We are uniquely positioned to help internal management teams identify and effect acquisition opportunities. Our services include providing feasibility advice; determining and negotiating the acquisition price; structuring, arranging and negotiating financing; and closing the transaction. Takeover Defense Drawing on our understanding of both sides of takeover transactions, we assist our clients in taking advantage of regulatory or corporate mechanisms designed to help boards of directors adequately evaluate unsolicited offers. Our objective is always to help discourage and defend against unsolicited offers; however, if a transaction becomes inevitable, we are committed to obtaining the optimal result for our client and its shareholders. Fairness Opinions and Valuations We can provide fairness opinions in any situation, which may include sales of companies or material assets, substantial acquisitions, or other significant corporate transactions. Recapitalization and Restructuring The Raymond James Recapitalization and Restructuring Advisory group forms flexible teams of specialists and industry experts to assist companies, creditors and equity investors facing financial challenges. These circumstances may include Chapter 11/out-of-court financial restructurings, exchange offers and consent solicitations, fairness and solvency opinions, recapitalizations and valuations, litigation support and testimony, and mergers and acquisitions. 8
10 equity Research As part of one of the largest institutional and retail research departments of any investment banking firm in the industry, approximately 50 fundamental and technical research analysts cover nearly 700 companies in a variety of industry sectors. As testament to the high-caliber analysts who make up our equity research group, Raymond James is regularly recognized with a number of individual analyst awards in The Wall Street Journal s Best on the Street. In 2006, Raymond James Equity Research claimed five awards in the Journal s Best on the Street survey that ranked 72 firms after evaluating analysts from more than 280 sell-side firms. Raymond James has a long-standing reputation for high quality, independent research. Raymond James stock picks performed better than those of 11 other brokers over both the short and long term, reported Worth magazine in 2006, quoting from a Zacks Investment Research study that ranked Raymond James first among the 12 brokerage firms evaluated for stock-picking prowess. The firm also ranked second among small- and mid-cap fund managers in Greenwich Associates 2006 Quality Index study. Raymond James is regularly recognized 9 Past performance does not guarantee future results. The Wall Street Journal does not sponsor, endorse or approve Raymond James & Associates investment programs. During the seven-year period reviewed by Zacks Investment Research, Raymond James recommended 463 securities through its Focus List. Of these 220 advanced and 243 declined. Performance noted in the study includes dividends and a 1% trading commission on additions and deletions. Individual results will vary and an investor would incur commissions (and interest charges if transacted in a margin account) to transact these recommendations. A complete record of all Focus List recommendations since 1998 is available upon request. The results should not and cannot be viewed as an indicator of future performance. The market value of securities fluctuates and investors may incur profits or losses. The Greenwich Quality Index measures overall small-cap and mid-cap equities sales and research quality among United States institutions. Investing in small-cap and mid-cap equities generally involves greater risks and may not be appropriate for everyone.
11 with a number of individual analyst awards in The Wall Street Journal s Best on the Street.
12 Worth magazine in 2006 reported that a Zacks first among 12 national brokerage firms for 11
13 Institutional Sales & TraDing Sales Through 11 domestic and international offices, and with a research-driven approach, the Raymond James Institutional Sales division provides service to some of the world s leading institutions in the United States and Europe, with particular emphasis on money managers who focus on small- to mediummarket capitalization companies. Our institutional sales force currently covers more than 1,800 active domestic and international accounts, which complements our broad retail distribution network. Trading With its team of experienced professionals, the Raymond James Institutional Trading division is organized into areas of specialization to most efficiently accommodate a full range of order execution and trading flow. Committed to market making for our corporate clients, our sales trading professionals service more than 1,000 active accounts, and provide primary and backup coverage to designated regions throughout North America and Europe. Composed of industry-focused teams, our OTC Principal Trading department makes markets in more than 260 domestic stocks, most of which are covered by our Equity Research department. Investment Research study ranked Raymond James both its short-term and long-term stock picking abilities. 12
14 Private Client Group & Corporate Debt Private Client Group Raymond James Financial s domestic and international broker/dealer network of more than 5,000 financial advisors one of the largest in the nation creates an extensive distribution channel central to serving the needs of corporate issuers. Corporate Debt Our Corporate Debt Origination and Structuring group, in conjunction with the firm s Fixed Income department, has the ability to bring new fixed income issues to market. With focus on sectors for which we have a commitment to research and investment banking, we have also expanded the scope of our high-yield effort. Segmented into divisions Taxable Fixed Income, Public Finance, Municipal Fixed Income and Fixed Income Banking the Raymond James Fixed Income department is comprised of more than 200 associates. Among them are 100 sales professionals providing service to more than 2,400 institutional accounts, 19 senior institutional traders managing approximately $4 billion in monthly sales, and 19 seasoned professionals focusing on high-yield and municipal debt. Raymond James Financial s domestic broker/dealer network of more than 5,000 an extensive distribution channel 13
15 and international financial advisors creates central to serving the needs of corporate issuers.
16 and more Corporate and Executive Services The Raymond James Corporate and Executive Services group is committed to providing corporate clients and their management teams and owners with integrated solutions designed to meet their individual or corporate objectives via a full range of equity trading, wealth protection and financial planning services. The Raymond James Equity Services team interfaces with our institutional trading professionals to provide directors, officers, management and employees of our corporate clients with a complete suite of sophisticated proprietary trading services. Specialties include employee stock option plan (ESOP) transactions, cashless option exercises, restricted securities transactions, Rule 144 execution, corporate share repurchase programs and more. With services ranging from collars and prepaid forwards to restricted stock lending and purchase, the Equity Hedging team provides hedging and monetization strategies for clients with concentrated equity positions. Finally, our Wealth Management team draws on the vast array of resources throughout our firm to craft personal solutions tailored to the needs of corporate executives and business owners. Our services include financial and estate planning, tax planning, portfolio design and management, alternative investments and more. 15
17 Ballast Point Ventures Five principals with nearly 100 years of combined investment, operating and transaction experience direct Ballast Point Ventures. A venture capital fund established to provide expansion capital for rapidly growing, privately owned companies in diverse industries, Ballast Point places particular emphasis on businesses located in the Southeast and Texas. With a focus on industries that the principals believe have favorable growth and investment characteristics, and in which they have substantial knowledge and experience, the fund provides expansion financing for existing businesses, acquisition financing, management-led buyouts of growth companies, recapitalizations of rapidly growing private companies, and may provide liquidity to one or more of the company s existing shareholders. Raymond James Capital Raymond James Capital is the merchant banking division of Raymond James Financial. The fund invests in the recapitalization or management buyouts of established businesses, with additional capital available to fund the future growth of its portfolio companies. Together, the fund s principals have more than 50 years of private equity, investment banking and senior corporate operating experience. 16
19 Raymond James Investment Banking employs the deep industry expertise of its specialty groups in coordination with one of the most respected Equity Research departments on Wall Street to provide strategic planning and financial solutions for growth companies. With more than 500 equity and debt capital markets professionals and a Private Client Group of more than 5,000 financial advisors, we have the resources to meet your company s capital and advisory needs. For more information on how Raymond James Investment Banking can help your company achieve its strategic objectives, please contact us today.
20 Atlanta I Boston I Chicago I Dallas I Houston I Los Angeles I Nashville I New York I Palo Alto I St. Petersburg Brussels I Düsseldorf I Geneva I London I Paris The Raymond James Financial Center 880 Carillon Parkway I St. Petersburg, FL I I rjcapitalmarkets.com 2008 Raymond James & Associates, Inc., member New York Stock Exchange/SIPC DW/ML 1/08