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Investment Banking PIPER JAFFRAY COMPANIES APRIL 11, 2006 CAUTION REGARDING FORWARD-LOOKING STATEMENTS Statements contained in this presentation that are not historical or current facts, including statements about beliefs and expectations, are forward-looking statements. Forward-looking statements involve inherent risks and uncertainties, and important factors could cause actual results to differ materially from those anticipated, including the following: (1) the transaction described in this presentation may not be completed, or completed within the expected timeframe; (2) unforeseen difficulties associated with the transaction, including business disruption and loss of personnel, could delay completion of the transaction and/or cause it to be more expensive than anticipated and adversely affect our results of operations and financial condition; (3) the expected benefits of the transaction, including the growth of our Capital Markets business, increased profitability and shareholder returns, may take longer than anticipated to achieve and may not be achieved in their entirety or at all; (4) strategies with respect to the redeployment of transaction proceeds may take longer than anticipated to be realized or may not be achieved in their entirety or at all; (5) following consummation of the transaction we may be subject to increased competitive pressures and experience increased volatility in our financial results; and (6) other factors identified under “Risk Factors” in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2005, and updated in our subsequent reports filed with the SEC. These reports are available at our Web site at www.piperjaffray.com and at the SEC Web site at www.sec.gov. Forward-looking statements speak only as of the date they are made, and Piper Jaffray undertakes no obligation to update them in light of new information or future events. 2 TRANSACTION RATIONALE Divestiture Rationale Opportunity Industry migration to primary advisor 100% company focus on building the leading model requires meaningful scale and middle-market investment bank significant investment Ability to leverage strong positions of ⎯ Breadth of products / services industry leadership and client relationships ⎯ Training and professional development Accelerates opportunity to shift resources ⎯ Technology and other infrastructure into higher margin / ROE activities Provide both PCS and Capital Markets with Provides capital to fund growth the necessary resources to achieve sustainable, competitive performance Winning platform attracts / retains critical talent Valuable financial advisor franchise Enhanced client benefits from broader UBS platform Enhances shareholder value 3 TRANSACTION OVERVIEW Entered into a definitive agreement with UBS to sell 100% of the Private Client Services branch network Transaction structured as an asset sale Consideration: ⎯ $500 million in cash for the branch network plus potential for additional cash consideration of up to $75 million dependent on post-closing performance ⎯ In addition, approximately $300 million in cash for the net assets of the branch network; final cash consideration depends on net assets at time of close Sale results in after-tax proceeds of approximately $510 million and an after-tax book gain of approximately $170 million, net of approximately $55-$60mm (pre- tax) restructuring charges Expected to close early in the third quarter; some transition services may be provided after the close Subject to customary regulatory approvals 4 OVERVIEW OF TRANSACTION STRUCTURE Transaction Acquired by UBS Restructuring Branch Network Corporate Support Head of branches & regional directors Corporate support Branch managers ⎯ Finance Financial advisors ⎯ HR Sales assistants and other branch- ⎯ Legal/compliance based personnel ⎯ Operations Customer accounts ⎯ Real Estate Branch office facilities ⎯ Technology ⎯ Leases Total charge of $55-$60mm, pre-tax ⎯ Furniture/equipment, including computer hardware 5 ABOUT UBS UBS is a highly integrated, truly global organization focusing on Wealth Management and Investment Banking Profile: 69,500 employees in 1,500 offices in 50 countries Global Wealth Global Asset Management & Investment Bank Corporate Centre Management Business Banking Leading institutional Global client-driven World's largest wealth manager Co-ordination of asset manager securities, investment and Swiss retail activities of and mutual fund banking and private banking business Business Groups provider equity WM Int. Business WM US & CH Banking UBS Group Business Groups Business Areas 6 BUILDING THE LEADING MIDDLE MARKET INVESTMENT BANK Sustained market leadership creates a solid platform I-Banking Revenues to increase product offerings and industry verticals 11% CAGR $243.3 $227.7 $198.2 Significant investment opportunities exist to enhance $179.3 current activities and enter new businesses 2002 2003 2004 2005 Leadership Positions—2005 IPOs -Focus Sectors M&A Advisor <$500 mm Municipal Issuer - National Rank Manager # Deals Rank Advisor # Deals Rank Manager # of Issues 1 Piper Jaffray & Co. 31 1 Houlihan Lokey Howard & Zukin 126 1 Citigroup 897 2 Credit Suisse First Boston 27 2Jefferies & Co. 76 2 UBS Securities 820 3 J.P. Morgan Securities 26 3 Wachovia 69 3 RBC Capital Markets 692 4 Goldman Sachs 25 4 Piper Jaffray & Co. 48 4 Piper Jaffray Co. 476 5 Merrill Lynch & Co. 25 5 M&A International 40 5 Morgan Keegan 473 6 Citigroup Global Markets 23 6 Keefe Bruyette & Woods 38 6 Banc of America 440 7 Banc of America Securities 22 7 William Blair & Co. 36 7 Merrill Lynch 408 8 Lehman Brothers 22 8 Sandler O'Neill & Partners 35 8 JP Morgan 374 9 CIBC World Markets 22 9 Lincoln Partners 33 9 Roosevelt & Cross 372 10 Deutsche Bank Securities 20 10 Daniels & Associates 32 10 A G Edwards 359 7 GROWTH PATH 2002 -2005 Actions Growth Initiatives Created High Yield and Structured Products group (05) Add credit products Added PIPES / Registered Direct capability (05) Expand High Yield and Structured Products group Acquired APT capability (04) Add restructuring advisory business Added loan participations (04) Expand loan participation business Products Products Added municipal derivatives (03) Add municipal finance real estate restructuring Added convertible debt capability (02) Expanded sub-sectors within focus industries (02-05) Expand financial institutions team ⎯ Specialty insurance ⎯ Alternative energy Continue to expand industry sectors ⎯ Specialty retailing ⎯ Business services Added hospitality focus to public finance (02) Industries Industries Strengthened teams through additional hires (02-05) Added 14-member London healthcare team (05) Expand UK and European presence Opened Boston equity sales and trading office (05) Expand Asian presence Launched marketing presence in China (03) Increase scale and geographic reach of public finance Geography Built out New York office (02) Geography 8 INVEST FOR GROWTH Capital to Redeploy After-Tax Proceeds of $510 million Redeployment Strategies ($150 million) Recapitalization ($360 million) Enhance Current Business Repay $180 mm of subordinated debt ⎯ Expand investment banking platform Repurchase $180 mm of common shares ⎯ New sub-sectors ⎯ Accelerated basis ⎯ New geography ⎯ Open market ⎯ Increase balance-sheet oriented activities ⎯ Deliver broader array of products Assess Opportunities to Enter New Businesses ⎯ Credit products ⎯ Asset management All amounts are approximations. 9 REVENUE MIX TREND 2003 (Ex PCS) 2004 (Ex PCS) 2005 (Ex PCS) 47% 44% 54% 31% 35% 18% 33% 23% 15% Financial Advisory Underwriting Sales & Trading Percentages exclude Corporate Support and Other segment 10 PRO FORMA INCOME STATEMENT – 2005 ($ and shares in millions) Net Operating Net FD FD Pre-Tax 1 Revenues Income Income Shares EPS Margin As Reported $ 775.1 $ 6 1.1 $ 40.1 19.1 $ 2.10 7.9% Pro Forma Adjustments: PCS Segment ( 347.0) (18.4) - - - - Reclassification of Net Interest ( 6.7) (6.7) Cash Award -- PCS - 2. 0 - - - - Short-Term Debt Paydown 4.4 4. 4 - - - - Subordinated Debt Paydown 8.7 8. 7 - - - - Share Repurchase - - - (5.2) - - Total Adjustments $ ( 340.6) $ (10.0) $ ( 6.5) (5.2) Pro Forma $ 434.5 $ 5 1.1 $ 33.6 13.9 $ 2.41 11.8% 1 Assumes share repurchases at average daily closing price of PJC stock for 2005 11 PRO FORMA BALANCE SHEET – 2005 ($ and shares in millions) Average Tangible Total Subordinated Total Shareholders Shareholders Goodwill Assets Debt Liabilities Equity Equity As Reported $ 320.3 $ 2,354 .2 $ 180.0 $ 1,599.4 $ 754.8 $ 414.5 Pro Forma Adjustments: PCS Segment (85.6) (244.0) - (415.6) 171.6 257.2 Short-Term Debt Paydown - (150.0) - ( 150.0) - Subordinated Debt Paydown - (180.0) ( 180.0) ( 180.0) - Share Repurchase - (180.0) - - (180.0) ( 180.0) Total Adjustments ( 85.6) (754.0) ( 180.0) ( 745.6) (8.4) 77.2 Pro Forma $ 234.7 $ 1,600 .2 $ - $ 853.8 $ 746.4 $ 491.7 Pro Forma Balance Sheet assumes conclusion of Transition Services Agreement with UBS 12 SELECTED PRO FORMA FINANCIAL METRICS 2005 as Reported Pro Forma Pre-Tax Margin 7.9% 11.8% Full Diluted EPS $2.10 $2.41 TCE/TA 21.4% 37.4% Debt/Capital 19.3% 0.0% ROATCE 9.7% 6.8% 13 2005 PEER COMPARISON Pre-Tax Margin ROATROATCECE 22.3% 16.0% 11.8% 9.7% 7.9% 6.8% 6.8% 5.2% -1.9% N.M. PJ PJ-Divest TWPG Cowen JEF PJ PJ-Divest TWPG Cowen JEF Piper Jaffray adjusted to exclude PCS Piper Jaffray 2005 numbers include an $8.6 million restructuring charge Cowen excludes litigation costs, at a tax rate of 35% where applicable. 14 TRANSFORMING FOR THE NEXT PHASE OF GROWTH Leading middle-market investment bank Leverage leadership positions in investment banking Diversify revenue streams Positioned for growth and improved profitability with enhanced shareholder returns 15.
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