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DISCUSSION ON EQUITY CAPITAL MARKETS. Tuesday, December 12 th , 2006. Chris Christina Principal (612) 303-8521 Christie.L.Christina@pjc.com. Elissa Kluever Associate (612) 303-6378 Elissa.M.Kluever@pjc.com. PIPER JAFFRAY MANAGEMENT COMMITTEE. Capital Markets.
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DISCUSSION ON EQUITY CAPITAL MARKETS Tuesday, December 12th, 2006 Chris Christina Principal (612) 303-8521 Christie.L.Christina@pjc.com Elissa Kluever Associate (612) 303-6378 Elissa.M.Kluever@pjc.com
PIPER JAFFRAY MANAGEMENT COMMITTEE Capital Markets Institutional Sales & Sales Trading Trading Research
Investment Banking Research Capital Markets Distribution Institutional Sales & Sales Trading Trading Equity Capital Markets Convertible Originations Corporate & Venture Services Investment Research (Equity & Fixed Income) CORPORATE & INSTITUTIONAL SERVICES • Investment Banking and Equities Groups • Existing Industries • Consumer • FIG • Health Care • Technology • New Industries • Alternative Energy • Business Services • Industrial Growth Equities
EQUITY CAPITAL MARKETS TEAM • Organization Chart Chad Abraham Head of Equity Capital Markets Maura Stoltz Hasan Executive Assistant Execution Origination John Baumgartner Principal Consumer & FIG Steve Schmidt Vice President Technology Chris Christina Principal Consumer & FIG Neil Riley Vice President Health Care & Technology Greg Klancher Associate John Crowther Associate Elissa Kluever Associate Jonathan Jewett Analyst PIPEs / RDs David Stadinski Managing Director Chris Christina Principal Eric Helenek Vice President Chad Huber Analyst
EQUITY CAPITAL MARKETS • Type of Transactions Completed on the Equity Capital Markets (ECM) Desk • Initial Public Offerings Types of transactions completed through the Piper Jaffray Equity Capital Markets desk • An initial public offering (IPO) is when a private company sells its stock for the FIRST time in the public markets • 146 IPOs have been completed in 2006, raising nearly $33 billion in capital • Piper has completed 28 IPOs in 2006, raising over $4 billion in capital • The average number of IPOs completed since 2000 has been 163, with a high of 373 completed in 2000 and a low of 70 completed in 2002
EQUITY CAPITAL MARKETS • Type of Transactions Completed on the Equity Capital Markets (ECM) Desk • Follow-on Offerings Types of transactions completed through the Piper Jaffray Equity Capital Markets desk • A follow-on offering is when an already public company sells its stock, either primary shares or shares from selling shareholders, in the public markets • 457 follow-ons have been completed in 2006, raising nearly $92 billion in capital • Piper has completed 43 follow-ons in 2006, raising over $7 billion in capital • The average number of follow-ons completed since 2000 has been 416, with a high of 520 completed in 2004 and a low of 346 completed in 2002 • Additional Types of Offerings – (Follow-on Offerings) • Underwritten Shelf Takedowns • 144 Block Trades • PIPEs (Private Investment in Public Equity) • Registered Direct Offerings
BROAD DEPTH OF EQUITY OFFERING ALTERNATIVES There is a Growing Continuum of Offering Alternatives for Equity Issuers… Traditional Follow-on Registered Direct (RD) Underwritten Shelf Takedown Bought Deal Initial Public Offering (IPO) Private Investment in Public Equity (PIPE) Block Trade (Rule 144 Institutional) $57,960,000 $12,000,000 $64,687,500 $97,232,500 $44,845,338 Initial Public Offering May 1st, 2000 PIPE August 9th, 2006 Initial Public Offering May 6th, 2005 Traditional Follow-on November 8th, 2005 Bought Deal June 14th, 2006 $54,740,000 $40,089,000 $17,710,000 $120,000,000 $16,615,932 $95,737,500 Initial Public Offering June 25th, 1999 Traditional Follow-on May 25th, 2004 Rule 144 Block Trade August 26th, 2004 Initial Public Offering January 28th, 2005 Rule 144 Block Trades August/Sept 2005 Bought Deal June 15th, 2006
EQUITY CAPITAL MARKETS • Piper’s Involvement in Equity Capital Markets Offerings • Piper Roles Piper functions as a Bookrunner, Co-Lead Manager and Co-Manager depending upon the deal Deal economics depend upon the status and maturity of the issuer • Sole-Bookrunner: ECM desk functions as the lead manager on the deal and is responsible for coordinating the roadshow, building indications of interest, pricing the deal, allocating stock, billing & delivering the stock offered in the issue and stabilization in the immediate aftermarket; receives senior economic fees on the deal and furthest to the left on the cover • Joint-Bookrunner: same responsibilities as sole-bookrunner, but split with another manager • Co-Lead Manager: no bookrunning responsibilities; however, receives differentiated economics on the deal and a better position on the cover • Co-Manager: most junior participating management position with no bookrun responsibilities; offers additional sponsorship to issuer; receives junior economics and far right position on cover
EQUITY CAPITAL MARKETS • Piper’s Involvement in Equity Capital Markets Offerings • Deal Economics Piper functions as a Bookrunner, Co-Lead Manager and Co-Manager depending upon the deal Deal economics depend upon the status and maturity of the issuer • Fixed Economics: set gross spread to the banks on the offering, which is comprised of management fees, underwriting fees, and the selling concession • Jump-Ball: subset of the selling concession based on who the designated account gives credit for the sale, bookrunner(s) frequently capped; underwriting and management fees fixed • Bought Deal Spread: bank’s principal capital put at risk to buy shares from the issuer/selling shareholder at a discount to last trade and in turn sold to institutions at a discount from last trade and a premium to the price paid to the issuer/selling shareholder
PIPER JAFFRAY COVER POSITIONS • Piper as Sole-Bookrunner • Piper as Joint-Bookrunner • Piper as Co-Lead Manager • Piper as Co-Manager
EQUITY CAPITAL MARKETS • Overview of Equity Capital Markets Primary roles of the groups within Equity Capital Markets – Origination and Execution • Origination of Transaction with Investment Banking • Discussion of Economics and Number of Managers on Deal Origination • Size and Time of Transaction • Constant Communication with Management during the Roadshow • Marketing the Deal with Sales – Roadshow Layout • Distribution Strategy Execution • Allocation Decisions • Deal Pricing • Opening and Trading Process
CORPORATE CLIENT COMMUNICATION • The Role of the Equity Capital Markets Team
EQUITY CAPITAL MARKETS • Equity Capital Markets Role in deal offering The role of Equity Capital Markets in the pricing of an offering is to balance the desires of the corporate client and institutional client The goal is to find the so-called “market-clearing” price that pleases both parties Equity Capital Markets Desk Corporate Client & Investment Banker Institutional Client & Sales Force • Wants to buy for the lowest price • Generate increased value for the Institutional client • Increase likelihood of long-term stock appreciation • Wants to sell for the highest price • Maximize offering value for the corporate client • Maximize profit for the firm
$63,595,000 Piper Jaffray Sole Bookrun Initial Public Offering July 29th, 2005 GOLF GALAXY CASE STUDY Golf Galaxy Inc. (NASDAQ: GGXY) • Initial Public Offering 7/29/2005 at $14.00 • Filing Range $11.00 - $13.00 • Shares Filed 3,333,000 • Shares Offered 3,950,000 • Shares Offered with Green Shoe 4,542,500 • Primary 3,000,000 • Secondary 1,542,500 • Post-Deal Market Capitalization $148.9 million • Sole Bookrunner Piper Jaffray • Co-Lead Manager William Blair • Co-Managers A.G. Edwards, Wedbush Morgan • Use of Proceeds Fund new store openings, general corporate purposes, pay all accrued and unpaid dividends due to preferred shareholders Transaction Highlights • Roadshow 9 Days, 14 Cities (Domestic Only); approximately 175 accounts on the roadshow via 62 institutional 1-on-1 meetings and 6 group functions • Order Book 16x oversubscribed; 210 accounts indicating on the deal; 85% of 1-on-1 meetings converted into orders; 90 orders of 10% or greater • 1 Day Aftermarket Performance Offer = $14.00; Open = $17.05; Close = $18.61; +33% from offer price • Post-IPO/ Aftermarket Piper Jaffray served as the sole sell-side advisor to Golf Galaxy in their sale to Dick’s Sporting Goods (11/13/06) at a price of $18.82 (+32% from IPO) Golf Galaxy priced an upsized, $63.6 million initial public offering at $14.00, one point above its $11 - $13 filed range The Company is headquartered in Eden Prairie, Minnesota and is a leading specialty retailer of golf equipment, apparel and accessories
Introduction GOLF GALAXY CASE STUDY • IPO Execution Timeline Week of May 16th File IPO Deal kick-off. Piper Jaffray research analyst gives a “teach-in” to the sales force giving them a better understanding of the business and its growth outlook. Golf Galaxy travels to the Piper Jaffray office and presents its story to the sales force. This is the same presentation that will be used on the IPO roadshow with institutional investors. Week of July 13th Golf Galaxy begins its roadshow. The company management travels with the Piper Jaffray investment banker and a member of the institutional sales force. The roadshow will take them to institutional investors throughout the United States. The roadshow begins in Chicago and continues through Kansas City, Denver, San Diego, Los Angeles, San Francisco, Minneapolis and Milwaukee. Week of July 20th Company continues its roadshow through Boston, New York, Baltimore and Philadelphia. Roadshow ends on Thursday afternoon. All-in-all, Golf Galaxy presented in front of 175 institutional investors via 62 1-on-1 appointments and 6 group functions Week of July 27th IPO is priced at $14.00 per share – above the $11-$13 filing range. Piper Jaffray receives orders for 16x the number of shares that are being offered in the deal. 85% of 1-on-1 meeting attendees submit and order to Piper Jaffray. Piper Jaffray’s Equity Capital Markets team works to allocate all of the shares to the institutional investors. Pricing on July 29th
EQUITY CAPITAL MARKETS OVERVIEW Piper Jaffray has consistently been a Top Equity Underwriter… IPOs, Follow-ons & Convertibles in 2006 YTD IPOs in 2006 YTD
EQUITY CAPITAL MARKETS OVERVIEW • Sector Rank – IPOs & Follow-On Offerings Completed in 2006 Consumer Financial Piper Jaffray continues to be one of the most active managers across key growth sectors Health Care Technology
EQUITY CAPITAL MARKETS OVERVIEW • Historical IPO Volume Number of IPOs by Year IPO Capital Raised by Year
EQUITY CAPITAL MARKETS OVERVIEW • Historical Follow-on Volume Number of Follow-ons by Year Follow-on Capital Raised by Year
EQUITY CAPITAL MARKETS • What is Equity Capital Markets to You? • Equity Capital Markets is a dedicated resource for equity offering information and analysis, related trading intelligence, and broader market information/color • Equity Capital Markets provides a weekly update of the following: Week in Review Deal Commentary Industry Calendar YTD Performance Tables YTD Deal Performance Week Pricings Current Backlog Week Filings League Tables Withdrawn/Postponed Piper Transactions • Equity Capital Markets works with Investment Banking to tailor the best advice/approach for IPOs, follow-on offerings, and other equity-linked transactions • Equity Capital Markets works with our corporate clients, Investment Banking, company/underwriter’s counsel, and Institutional Sales and Sales Trading to manage all aspects of the deal execution process Equity Capital Markets is a dedicated resource for equity offering information and analysis
EQUITY CAPITAL MARKETS • Questions? • Comments?