by Bob Frost, Piper Jaffray
Under the terms of the agreement with CIT, Piper Jaffray will expand its existing investment-banking capabilities to include the complete range
of debt solutions, including senior-secured aocr2d2nd unsecured debt, second-lien facilities, subordinated financings and mezzanine loans. CIT, under
this agreement, will be able to provide its clients a broader range of capital markets solutions such as high-yield, equity and equity-linked
offerings. Piper Jaffray and CIT each bring unique expertise to the relationship. Piper Jaffray provides extensive capital markets expertise, and
CIT provides comprehensive lending and syndication expertise. Both companies share a focus on middle market clients and have deep
knowledge of growth sectors, including alternative energy, business services, consumer, health care, financial institutions, industrial growth and
technology.
CIT, a leading commercial and consumer finance company, provides clients with financing and leasing products and advisory services. Founded
in 1908, CIT has $68 billion in managed assets, is a Fortune 500 company and is a member of the S&P 500 Index. CIT holds leading positions
in vendor financing, factoring, equipment and transportation financing, Small Business Administration loans and asset-based lending. With its
global headquarters in New York, CIT has more than 7,000 employees in locations throughout North America, Europe, Latin America and the
Pacific Rim.
One of the major reasons Piper Jaffray entered into the CIT relationship was to expand and enhance our capabilities in advising our clients in
M&A transactions, in which we provide integrated advisory and financing solutions. In situations where we are advising our clients in an
acquisition, we are excited to now be able to address aspects of our clients’ capital structure needs to facilitate the acquisition.
Prior to the CIT
relationship, the underwriting capability of Piper Jaffray included private placements of equity, public equity securities, convertible securities and
high-yield debt products. Today these capabilities have been supplemented with the ability to underwrite subordinated debt, second-lien
instruments, senior-secured and unsecured debt, and provide bridge financing. Most important, the expanded capabilities are facilitated through
our relationship with CIT but will include underwriting commitments from both CIT and Piper Jaffray, leveraging the combined balance sheets of
both organizations.
In addition, our relationship with CIT provides Piper Jaffray the capability to directly underwrite “stapled” financing in situations where we are
advising on the sell-side. Stapled financing can be an effective tool in marketing a business, and we have often coordinated with third-party
banks to provide stapled financing in appropriate situations. Our relationship with CIT now provides Piper Jaffray the direct capability to provide
stapled financing.
The recently announced acquisition of Laserscope by American Medical Systems highlights the power of
the experience we provide our clients. The transaction was announced in June 2006, and Piper Jaffray served as exclusive financial advisor to
American Medical Systems (“AMS”). The AMS bid for Laserscope was initially proposed as a cash/stock structure to balance the incremental
financing required to support the transaction. As it became apparent that AMS would need to provide an all-cash structure, Piper Jaffray and CIT
moved quickly to provide a fully underwritten commitment financing solution to support the AMS bid for Laserscope. The committed financing structure included a $565 million senior credit facility and a $180 million subordinated bridge financing. Subsequent to announcing the
transaction, Piper Jaffray led a $374 million convertible note offering that refined the bridge and reduced the borrowing under the senior credit
facility.
The completed solution was executed within the two-week timeline necessary to support the AMS bid. The transaction serves as a powerful
testament to the strength and capability of the Piper Jaffray/CIT relationship. Most important, our capabilities allowed our client to successfully
execute an important strategic transaction.
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