Presentation to Carnegie Mellon University September 2003 Table of Contents I. Overview II. Corporate & Investment Banking Platform III. Corporate & Investment Banking Product Expertise IV. Analyst Career Opportunities V. Why Wachovia Securities? VI. Recruiting Process Appendix "Wachovia Securities" is the trade name for the corporate and investment banking services of Wachovia Corporation and its subsidiaries. Debt and equity underwriting, trading, research and sales, loan syndications agent services, and corporate finance and M&A advisory services are offered by Wachovia Securities, Inc., member NASD, NYSE and SIPC. Mezzanine capital, private equity, municipal securities trading and sales, cash management, credit, international, leasing and risk management products and services are offered by various non-broker dealer subsidiaries of Wachovia Corporation. 2 | Wachovia Securities Corporate & Investment Banking University Overview Overview Industry Trends CONSOLIDATION / ATTRITION CONVERGENCE OF CORPORATE AND INVESTMENT BANKING IMPORTANCE OF CAPITAL AND BALANCE SHEET STRENGTH CROSS SELLING OF BROAD PRODUCT CAPABILTIES WHAT WILL DETERMINE SUCCESS IN THIS NEW ENVIRONMENT? CREATION OF NEW MARKETS AND FINANCIAL INSTRUMENTS EMERGENCE OF NEW CLASSES OF INSTITUTIONAL INVESTORS 4 | Wachovia Securities Corporate & Investment Banking University Overview Wachovia Corporation - Superior Market Share and Distribution Powerhouse Management: Headquarters: G. Kennedy Thompson Chairman, President & CEO Charlotte, North Carolina U.S. Rankings: Largest deposit share on East Coast; 3rd largest share in U.S. 2nd largest cash management provider 3rd largest branch network 3rd largest brokerage firm 5th largest in assets Total Assets: $348 Billion Loans: $164 Billion Deposits: $196 Billion Customers: 20 million Employees: Over 80,000 Market Capitalization of Banks Dollars in Billions Citigroup (C) Bank of America (BAC) Wells Fargo (WFC) J.P. Morgan Chase (JPM) Wachovia (WB) Morgan Stanley Dean Witter (MWD) Merrill Lynch (MER) US Bancorp (USB) Bank One (ONE) Goldman Sachs (GS) FleetBoston Financial (FBF) Bank of New York (BK) SunTrust (STI) Lehman Brothers (LEH) Bear, Stearns & Co. (BSC) $ 229.4 121.7 84.4 67.4 57.5 53.1 48.1 45.9 45.2 40.7 31.6 22.6 16.7 15.5 6.9 As of March 31, 2003 5 | Wachovia Securities Corporate & Investment Banking University Overview Wachovia Corporation • • One of the largest full-service institutions in the financial services industry. #1 stock performer in the financial services industry since 2002. 2002 to YTD Stock Price Performance of Selected Financial Institutions 50% 40% 37.9% 27.9% 30% 17.1% 15.6% 15.0% 20% 10% 1.3% 0% -2.2% -10% -2.9% -4.3% -6.9% -9.6% -20% -13.5% -13.7% -16.8% -30% -29.3% -40% WB BAC BSC USB WFC ONE 6 | Wachovia Securities Corporate & Investment Banking LEH MER STI GS Note: As of 8/8/03. Source: Bloomberg. JPM C MWD FBF BK University Overview of Wachovia Securities Strong Investment Banking Momentum • In a trying two year period for Wall Street, Wachovia Securities dramatically improved its relative positioning in all major capital markets sectors. EQUITY CONVERTS Wachovia Securities $20 $18.1 $15 $10 $5 54 $5.9 32 $0 2000 Wachovia Securities Wall Street $200 $175 $150 $125 $100 $75 $50 Wall Street $10 $181.6 $8 825 $98.2 535 2002 2000 $5.6 $6 $4 $2 $0 2002 17 $1.1 4 2000 2002 INVESTMENT GRADE Wachovia Securities $125 $100 $75 $50 $25 $0 $800 $600 $31.4 389 $200 88 2000 $400 Wachovia Securities $53.8 141 119 2000 2002 Wall Street $20 $623.0 $546.0 2,684 $5 $0 2000 $80 $14.6 $15 $10 2,736 $0 2002 $60.7 HIGH YIELD Wall Street $113.0 $100 $80 $60 $40 $20 $0 2002 $5.5 46 11 $60 $66.6 $51.3 $40 $20 148 261 $0 2000 2002 2000 2002 *Note: Y axis indicates dollar volume and the numbers within bars are number of deals. Data above bars is dollar volume in billions. 7 | Wachovia Securities Corporate & Investment Banking University Overview Corporate & Investment Banking • Mid-capitalization client focus. • Broad product and distribution capabilities. • Large capital base. • Fully integrated business model. • Business model built for success in the new age of corporate and investment banking. 8 | Wachovia Securities Corporate & Investment Banking University Corporate & Investment Banking Platform Corporate & Investment Banking Platform Wachovia’s Corporate & Investment Banking Platform General Bank Asset Based Lending Corporate & Investment Banking Derivatives Capital Management Asset Backed Finance Fixed Income Sales & Trading Investment Grade Debt Wealth Management Cash Management Public Equity CIB Origination Senior Debt Loan Syndications Mergers & Acquisitions Principal Investing 10 | Wachovia Securities Corporate & Investment Banking High Yield Debt Private Placements Convertible Securities University Corporate & Investment Banking Platform Leading Capital Markets Capabilities Public Equity 2002 Rank 1 2 3 4 5 5 7 8 9 10 11 12 13 14 15 Manager Credit Suisse First Boston Salomon Smith Barney UBS Warburg Merrill Lynch JP Morgan Banc of America Securities Morgan Stanley Goldman Sachs Lehman Brothers Bear Stearns Wachovia Securities Deutsche Bank CIBC World Markets A.G. Edwards Raymond James Investment Grade Debt High Yield 2002 2002 Number 119 109 106 100 81 81 78 76 74 61 54 53 49 44 40 Rank 1 2 3 4 5 6 7 8 9 10 11 11 13 14 15 Leveraged Loan Syndications 2002 Rank 1 2 3 4 4 6 7 8 9 10 11 12 13 14 15 Lead Arranger Bank of America JP Morgan BANK ONE Wachovia Securities FleetBoston Wells Fargo General Electric Capital Corp. Deutsche Bank ABN AMRO Citigroup Credit Suisse First Boston Lehman Brothers Goldman Sachs UBS Warburg TD Securities Manager JP Morgan Credit Suisse First Boston Deutsche Bank Banc of America Securities Salomon Smith Barney Wachovia Securities Lehman Brothers UBS Warburg Morgan Stanley BANK ONE Bear Stearns Goldman Sachs Merrill Lynch CIBC World Markets Dresdner Kleinwort Wasserstein Convertible 2002 Convertible 2002 Number 87 82 78 73 65 47 38 36 28 26 25 25 24 23 11 High Yield Investment 2002 Grade Debt 2002 Number 392 192 105 99 99 74 70 69 64 62 47 26 19 18 13 11 | Wachovia Securities Corporate & Investment Banking Rank 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 Manager Bank of America Salomon Smith Barney Merrill Lynch JP Morgan Wachovia Securities ABN AMRO UBS Warburg Morgan Stanley Lehman Brothers BANK ONE Credit Suisse First Boston Deutsche Bank Goldman Sachs Barclays Capital BNP Paribas Rank 1 2 3 3 5 6 7 8 9 10 11 12 12 14 14 Manager Salomon Smith Barney Banc of America Securities JP Morgan Merrill Lynch Credit Suisse First Boston Goldman Sachs Lehman Brothers Morgan Stanley Wachovia Securities BANK ONE UBS Warburg ABN AMRO Deutsche Bank Bear Stearns Scotia Capital Number 48 38 37 37 32 25 21 19 17 15 14 11 11 10 10 Mergers & Acquisitions Mergers & Acquisitions 2002 (<$250MM) 2002 (<$250MM) Number 1041 645 549 541 389 320 311 304 286 285 276 223 203 174 143 Rank 1 2 3 4 5 6 7 7 9 9 11 11 11 11 11 Manager Houlihan Lokey Howard & Zukin Credit Suisse First Boston JP Morgan Salomon Smith Barney Lehman Brothers Grant Thornton LLP RBC Capital Markets Goldman Sachs Wachovia Securities Daniels & Associates CIBC World Markets Banc of America Securities Merrill Lynch Morgan Stanley FleetBoston Number 50 47 31 24 23 22 18 18 17 17 15 15 15 15 15 University Corporate & Investment Banking Platform Comprehensive Product Capabilities Middle Market Companies Capital Raising Idea Generation WACHOVIA Corporate & Investment Banking FIXED INCOME LOAN SYNDICATIONS • 7th for domestic high yield • 7th in leveraged lead • arranged transactions and 5th in investment grade • • 62 investment grade debt lead arranged transactions offerings in 2002; raising in Q1 2003 over $31 billion. Ranked • • 72 agent only transactions 7th in Q1 2003 for $26.5 B (#5) in Q1 • Leading provider of 2003 interest rate, currency and • Ranked 7th in Institutional equity derivatives lead arranged transactions • in Q1 2003 EQUITY CAPITAL MARKETS 13th in equity underwriting for Q1 2003 Managed 6 deals in Q1 2003, raising over $743M Combination with Prudential creates 3rd largest retail brokerage firm in the U.S. with over $537B in client assets Integrated managed offering, restricted block trading and corporate finance services team DEBT PRIVATE PLACEMENTS • 4th in traditional private placements transactions for 2002 (#issues) M&A ADVISORY • Over 360 transactions completed since 1996 PRINCIPAL INVESTING ASSET BACKED FINANCE • Direct investments of • 1st in 1997-1Q 2003 as more than $2.5B in over lead manager for public 200 companies since 1988 equipment-backed issues • Leading M&A advisor • 11 traditional private serving growing • 12th in volume of public • Fund commitments of placement transactions companies since 1975 and private issuances for more than $2B in over 200 completed in 2002, raising • Sellside, buyside, strategic funds 1Q 2003, $4.5B issued over $1 billion in proceeds financial advisory, • 1st in SBA 7(a), • Providing senior debt, takeover defense and conventional, and middle synthetic leases, credit special committee market commercial loan tenant leases and presentation experience issuance 2000-1Q 2003 investment and non• Rank in the top 3 in third investment grade party home equity transactions securitization TREASURY SERVICES • 2nd largest cash management provider Capital Finance • 1st in trade receivable transactions • One of the nation’s largest • 3rd largest bank owned lockbox networks (#2 leasing company in U.S. retail and #3 wholesale) • 4th in trade receivable • Ranked in the top two commitments providers in eight of 11 • 9th largest leasing product categories by company in U.S. Ernst & Young, top four • Total commitments in providers in all 11 excess of $7 billion for 2003 As of March 31, 2003 12 | Wachovia Securities Corporate & Investment Banking University Corporate & Investment Banking Platform Integrated Corporate & Investment Banking Coverage Model Consumer & Retail Defense & Aerospace Energy & Power Financial Institutions Healthcare Industrial Growth International IT & Business Services Media & Communications Real Estate Strategic Advisory Group Technology Public Equity Mergers & Acquisitions Wealth Management High Yield Debt Loan Syndications Investment Grade Debt Asset Securitization Convertible Securities Private Placements Derivative Securities Congress Financial Asset Based Lending Leasing Asset Based Conduit Finance Cash Management 13 | Wachovia Securities Corporate & Investment Banking University Corporate & Investment Banking Product Expertise Corporate & Investment Banking Product Expertise Fixed Income • Interest Rate Products: – $300 million of revenues/80 employees. – 4th largest swap and 4th largest OTC Option portfolios among all U.S. Commercial Banks as of 12/31/02. – Based on customer sources, #2 in Mortgage options over the past 3 ½ years with trading volume between $120 to 180 billion annually (no published numbers). • Credit Products: – $300 million of revenues/184 employees. – High Yield: > Lead or co-manager in 20% of deals done in market in 2002 and 2003. > #6 in High Yield Domestic Deals issuance. – High Grade: > Lead manager on 40 deals raising $12.2 billion in 2002. > #5 in High Grade (# of deals). 15 | Wachovia Securities Corporate & Investment Banking • Structured Products: – $650 million of revenues/490 employees. – Structured Credit Products: > #3 in overall CDO issuance and #1 in RE CDO issuance in 2002. > #1 in Middle Market CLO issuance in 2002. – Commercial ABS Finance: > #1 in equipment ABS issuance by the 19972002 total volume. – Real Estate Capital Markets: > #8 in Floating Rate Loan Issuance , #1 in Commercial RE Lending. > #2 Commercial Mortgage Loan Contributor to CMBS deals, # 8 Mortgage Loan Contributor to domestic deals, # 8 US CMBS Bookrunner. • Non-Dollar Products: – $120 million of revenues/50 employees. – Offer 24 hour trading and marketing with an extensive coverage in spot, forward, option, interest rate swaps and options, with customized solutions. University Corporate & Investment Banking Product Expertise Equity Experienced Leadership • • • • • • • 327 experienced professionals focused exclusively on growing, dynamic companies driving industry change. Proven managed offering underwriter. – Revenue up 25%, Wall Street down 30% in 2002. – 15 year institutional relationships. – Wall Street leading retail stock retention. – Consistent after-market trading support. 32 senior research analysts covering over 350 companies (average analyst covers 10-12 companies). Franchise approach to coverage vs. “I.I.” model. 43 equity salespeople covering over 600 accounts in the U.S. and Europe. Recently completed Prudential combination creates the third largest retail brokerage firm in the U.S. Integrated managed offering, restricted block trading and corporate finance services team dedicated to designing optimal client solutions. Head Titles Former Position Mickey Misera Mike Cummings Clinton Daly Mike Murphy Chris Bartlett Jim Whelen Billy Nolan Anthony Gallo Todd Wickwire Equity Group ECM Desk Institutional Sales Coverage Trading OTC Trading Listed Trading Equity Marketing Co-Head Research Co-Head Research Head of Trading at Alex. Brown Head of Equity Origination at WFS Head of Inst. Sales at Alex. Brown Equity Trader at Alex. Brown Top OTC Trader at Alex. Brown Listed Trader at Alex. Brown Inst. Salesman at Alex. Brown I.I. Analyst at Alex. Brown Inst. Salesman at Alex. Brown 21 10 21 31 18 16 10 10 12 Strong Momentum in a Difficult Market ($ in Millions) 2000 2001 2002 Number of Offerings Wachovia Offerings Total Wall Street Offerings Wachovia Market Share 32 61 54 806 542 485 4.0% 11.3% 11.1% $6,238.7 $16,461.6 $17,010.8 $180,919.4 $116,502.6 $89,414.9 3.4% 14.1% 19.0% Dollar Volume Wachovia Offerings Total Wall Street Offerings Wachovia Market Share 16 | Wachovia Securities Corporate & Investment Banking Years of Experience Name University Corporate & Investment Banking Product Expertise High Yield • • Superior execution: – Involved as lead or co-manager in 20% of deals done in market in 2002 and 2003. – Since 1996: > No deal priced outside of price talk. > No failed or pulled transactions. > 4th best default record as measured by Bondweek. Wachovia Volume ($'s in Billions) • Growth In Market Share $22.2 $24.0 $18.0 $14.6 $12.1 $12.0 $6.0 $5.4 $0.0 2000 #11 2002 #6 YTD ' 03 Ann. League Table Over $1 billion of capital committed to trading desk. Significant momentum: – Wachovia’s high yield new issuance increased by 21% in 2002 in the face of a market that was down 26%. 2001 #8 High Yield League Table Full Credit to Each Manager - Domestic Deals 2002 Rank 1 2 3 4 5 6 7 8 9 10 Institution JP Morgan CSFB Deutsche Bank Banc of America Salomon Smith Barney Wachovia Securities Lehman Brothers UBS Warburg Morgan Stanley Goldman Sachs Number of Issues 87 82 78 73 65 46 38 36 28 25 Proceeds (in millions) $ 25,293 19,583 21,939 23,356 21,824 14,645 10,010 10,117 8,508 8,406 Note: Ranks underwriters with book-managed deals; multi-tranche deals counted once. Source: Wachovia Securities 17 | Wachovia Securities Corporate & Investment Banking University Corporate & Investment Banking Product Expertise Loan Syndications • Consistently ranked as a top 5 Lead Arranger in every broad market category. • Successfully executed over 700 transactions since 1998, raising in excess of $115 billion. • The Syndications group includes over 140 professionals dedicated to leading market knowledge and superior transaction execution in the syndicated loan market, including origination, underwriting, syndicate, sales, trading, agency management and market research. • Proven, award-winning ability to structure and execute a diverse array of syndicated loans, from working capital facilities to highly structured, complex leveraged buyouts. – Recipient of International Finance Review’s “U.S. Leveraged Loan of the Year” award two years running: > $2.7 billion acquisition financing for Suiza Food’s purchase of Dean Foods in 2001. > $1.49 billion leveraged loan associated with the Qwest-Dex East portion of the total $7.05 billion leveraged buyout of Qwest’s yellow pages assets by The Carlyle Group and Welsh, Carson, Anderson & Stowe in 2002. • Exceptional distribution capabilities via our Sales and Trading professionals, who maintain strong relationships with over 300 investors. • Top-rated par loan trading desk to provide secondary market support and market color to our investors. Our par loan trading team executed over $3.5 billion in total trading volume during 2002. • Research professionals dedicated to identifying and analyzing trends in the syndicated loan market to provide insight and commentary to our issuers and investors. 18 | Wachovia Securities Corporate & Investment Banking University Corporate & Investment Banking Product Expertise Mergers & Acquisitions • Market Performance – The anticipated recovery in M&A activity has yet to arrive ...although a surge in activity in the first few weeks of July is hopeful. – M&A volume in the first six months of 2003 showed little in the way of a renewed fervor to buy companies, shed divisions or consolidate operations in the same manner that had occurred in the late 1990’s. – First Half 2003 domestic M&A activity decreased 17% from a year ago, while worldwide activity decreased 6%. Based on current trends, US M&A dollar volume this year is on track to finish below 2002’s announced total of $439.4 billion, and would mark the third straight year of declining volume. – Despite the statistics, there is a strong view among PEGs that deal flow has increased significantly in the past six weeks. Combined with the recent lift in announced deal activity, M&A volumes should show some increases in the second half. • Wachovia Impact – Despite a declining market, Wachovia Securities’ gained significant market share with announced deal volume more than doubling ($1.7B to $4.9B) in the first half of 2003. 19 | Wachovia Securities Corporate & Investment Banking University Corporate & Investment Banking Product Expertise Capital Finance • • Asset Backed Lending: – Bank asset-based lending presence since 1972. – Total commitments in excess of $3.5 billion. – Active relationships with over 190 clients nationwide. – Staff of 140 professionals with specialists in the areas of: > Collateral evaluation & Monitoring > Underwriters > Field examination > Portfolio management > Origination & Structuring Asset Backed Conduit Program: – As of May 15, 2003, ranked 4th in Trade Receivable Commitments. – 1st in net Trade Receivable Transactions for the period January 15, 2000 to May 15, 2003. – Lead or Sole Agent on Eighty-two percent of transactions. – 2 warehouse vehicles: Variable Funding Capital Corp. (“VFCC”) and Blue Ridge. As of May 15, 2003, Blue Ridge held approximately: > 56 deals. > $6.6 billion in commercial paper purchase limits; and > $3.1 billion in commercial paper outstanding. 20 | Wachovia Securities Corporate & Investment Banking • • Leasing: – 3rd largest bank owned leasing company in U.S.. – 9th largest leasing company in U.S.. – $14 billion in lease receivables. – Projected to complete more than $2.5 billion in equipment cost by FYE 2003. – Since 1994, completed more than $30 billion in transactions. – Awarded “Deal of the Year” by Asset Finance International: 1997, 1999, 2000, 2001 & 2002 Congress Financial: – Began more than 50 years as a family owned business > Owned by Core States for 30 years. > Integrated within Wachovia in 1988. – Offices throughout U.S., Canada, and the United Kingdom including New York, NY, Montreal, Quebec and London, England.. – Projected to complete more than 100 new transactions by FYE 2003. University Analyst Career Opportunities Analyst Career Opportunities Analyst Career Opportunities • Wachovia Securities is looking to hire over 130 analysts for the class of 2004 to work across a broad range of industries and product groups, including: – – Capital Finance Analyst: Provides hands on training in structuring financial solutions for companies involved in leveraged and management buyouts, refinancing of bank debt or comprehensive debt restructuring, and the acquisition of large equipment. Credit Capital Markets Analyst: Responsible for the active management of the return, diversity, and quality of Wachovia's overall corporate banking loan portfolio, while also serving as the primary contact point for clients, participant lenders, and agent banks on a wide range of issues or needs related to credit and capital commitments provided by Wachovia to individual client relationships. – Fixed Income Analyst: Provides fixed income products and risk management solutions including Interest Rate Products, Non-Dollar Products, Credit Products, and Structured Products through origination, asset management, sales, trading, and research. – Investment Banking Analyst: > Corporate Finance - Deliver proprietary ideas and advisory services to priority corporate clients. Work closely with all product groups to originate and execute certain investment banking products (high yield, equity, M&A, etc.). > Loan Syndications - Execute, structure, and market all senior debt and high yield products > M&A - Execute buyside, sellside, and advisory assignments in a variety of industries and assist in relationship management for key financial sponsor clients. 22 | Wachovia Securities Corporate & Investment Banking University Analyst Career Opportunities Capital Finance Group Overview • Wachovia Capital Finance offers alternative financing solutions for clients generally not suited to traditional bank approaches. These solutions include asset-based lending, leasing, and rail services; all of which are tailored to meet any financing objective. • Capital Finance works to maximize a client’s borrowing capacity through leveraging its business assets such as account receivables, inventories, machinery and equipment, real estate and certain intangibles. Analyst Responsibilities • Assist in underwriting, deal execution, and business planning activities • Participate in client meetings, due diligence and other client interactions. • Model financial projections, structure senior loans and perform on-going administration. 23 | Wachovia Securities Corporate & Investment Banking University Analyst Career Opportunities Credit Capital Markets Group Overview • The Portfolio Management team has responsibility for the borrowing/credit relationships of the corporate banking clients. In its role, the various Portfolio Management units interact directly with these clients; monitor the changing risk trends of individual client relationships; routinely assess the evolving mix of loans in the portfolio; and actively manage the diversity and return of the assets held in the portfolio Analyst Responsibilities • • • • Prepare primary assessments of and recommendations on client borrowing requests, as well as secondary market debt trading opportunities. Perform transaction valuation analysis and prepare financial models. Monitor and prepare summary updates on changing trends in the respective industries and financial markets in which Wachovia’s clients operate. Participate in due diligence activities, client interactions, and market trading activity assessment in conjunction with senior bankers and credit officers. 24 | Wachovia Securities Corporate & Investment Banking University Analyst Career Opportunities Fixed Income – Interest Rate Products & Non-Dollar Products Group Overview • • Interest Rate Products: – Specialized structuring teams focused on institutional, corporate, commercial, and tax-exempt hedging needs with experienced professionals in each of these unique disciplines. – Analyzes and implements strategies in cost-effective ways that are responsive to changing market conditions through specific marketing and trading efforts. Non-Dollar Products: – Offers a full range of products and services designed to help corporations and investors manage their foreign currency exposure. – Emphasizes a consultative approach to solve the global risk management needs of clients including global debt strategy, foreign interest rate management, and currency hedging. Analyst Responsibilities • Support marketers and traders by: – Structuring and executing client transactions. – Preparing marketing materials including pitch books, analytical graphs, and capital structure analysis. – Providing market data and pricing indications on a daily basis to bank clients. – Coordinating with Relationship Managers and Credit Officers to facilitate the closing of transactions. – Researching company financial disclosures for immediate opportunities and new business. 25 | Wachovia Securities Corporate & Investment Banking University Analyst Career Opportunities Fixed Income – Credit Products & Structured Products Group Overview • Credit Products: – Focused group specializing in corporate bond origination, sales and trading, high yield origination, sales and trading, municipal securities origination, sales and trading, money market trading and research. – Credit research focused on industry reports and issuer profiles. • Structured Products: – Group of over 500 professionals engaged in origination, asset management, sales and trading of structured products in the areas of commercial mortgage backed securities, residential mortgage and consumer ABS, commercial ABS, and CDOs. Analyst Responsibilities • • • • • Perform analysis of various ABS assets. Assist in the creation of pitches, proposals, and marketing materials. Participate in client meetings. Gain understanding of fixed income markets and operational support of traders. Acquire Series 7 and Series 63 licenses 26 | Wachovia Securities Corporate & Investment Banking University Analyst Career Opportunities Investment Banking - Corporate Finance Group Overview • The Corporate Finance Group is the origination arm of Wachovia Securities, working closely with all product groups to originate and execute various investment banking products, including equity, high yield, M&A, loan syndications, convertible debt, etc. – Bankers within Corporate Finance are assigned to a specific industry group (see page.11) and maintain active dialog with their priority clients in those sectors. Analyst Responsibilities • • • Perform valuation and credit analysis through sophisticated leveraged buyout, discounted cash flow, merger, comparable public company and comparable transaction models. Create and edit pitchbooks used in the origination of investment banking transactions. Participate in due diligence, drafting sessions and preparing offering memoranda and management presentations primarily for equity, high yield and M&A transactions. 27 | Wachovia Securities Corporate & Investment Banking University Analyst Career Opportunities Investment Banking - Origination & Execution Group Overview • • Assist in the origination, structuring, execution and servicing of Loan Syndications and High Yield debt offerings for all corporate customers and private equity groups in certain industries for acquisitions, recapitalizations, LBOs and growth financings. Serve as senior “deal manager” to execute all senior debt underwriting, due diligence, and marketing documents and materials, and manage internal credit and pricing approval processes. Analyst Responsibilities • • • • Prepare offering memorandums, lender, rating agency and roadshow materials for debt offerings. Perform valuation analysis and develop financial models. Research comparable transactions and perform relative value analysis to determine pricing for securities. Participate in client meetings, due diligence visits and other client interactions. 28 | Wachovia Securities Corporate & Investment Banking University Analyst Career Opportunities Investment Banking - M&A/Financial Sponsors Group Overview • The Mergers & Acquisitions/Financial Sponsors Group is responsible for transaction execution of buyside, sellside, and advisory assignments in a variety of industries, as well as relationship management for key financial sponsor clients. – Senior bankers within M&A are aligned with Corporate Finance industry groups and are responsible for maintaining an active M&A dialogue with clients in their respective sectors. – Analysts and Associates in M&A are generalists and work on transactions in a broad range of industries. Analyst Responsibilities • • • • Creation of detailed financial models used for valuation (DCF, LBO, merger plans, accretion/dilution, comparable company, and transaction analysis). Research and preparation of industry analyses, buyers lists, and acquisition opportunities. Preparation of marketing documents, including pitch materials, confidential offering memoranda, management presentations, fairness opinions, and board presentations. Support of the relationship management efforts of Financial Sponsors Group coverage officers through the development of value-added ideas, preparation of marketing presentations, and execution of M&A and financing opportunities. 29 | Wachovia Securities Corporate & Investment Banking University Analyst Career Opportunities After The Analyst Program • Following the conclusion of the program, analysts have pursued a variety of career options, including corporate clients and the following representative equity firms and graduate schools. Private Equity Groups Graduate Schools Advent International J.H. Whitney Dartmouth College - Tuck Apollo Management Quad-C Duke University - Fuqua Bruckmann, Rosser, Sherrill Olympus Partners Harvard Business School Carousel Partners Saunders Karp & Megrue Harvard Law School Centre Partners Management Thayer Capital Partners Northwestern University - Kellogg Code Hennessy & Simmons The Blackstone Group Stanford Graduate School of Business Cornerstone Equity Investors The Carlyle Group University of Chicago Graduate School of Business Evercore Partners Thomas Weisel Capital Partners University of North Carolina - Kenan Flagler GTCR Golder Rauner Wachovia Capital Partners University of Pennsylvania - Wharton JP Morgan Partners William Blair Capital Partners Yale Law School 30 | Wachovia Securities Corporate & Investment Banking University Why Wachovia Securities? Why Wachovia Securities? The Analyst Experience • Wall Street caliber experience. • Small deal teams result in immediate responsibility. – Allows for direct access to senior bankers. – Allows for direct and frequent client interaction. • Middle market client base provides more interaction with senior-level decision makers. • Comprehensive financial services platform provides variety of career opportunities in multiple locations. • Senior bankers actively support efforts to develop career opportunities at conclusion of analyst program. • Intensive training program. 32 | Wachovia Securities Corporate & Investment Banking University What this means for you • • • • • • • The Analyst Program will expose you to a broad range of responsibilities, a diverse mix of financial products, and an excellent opportunity to increase the depth of your understanding of the financial markets. The Analyst is the primary analytical support for corporate and investment bankers in the design and origination of corporate and investment banking transactions. As an Analyst, you will be conducting research, participating in strategic planning and assisting in the execution of advisory services, attending client meetings/due diligence visits and gaining exposure to key executives and senior bankers. The Analyst provides these services as part of a team consisting of Associates, Vice Presidents, and Managing Directors. These positions require a high level of personal motivation, strong interpersonal communication skills and sound analytical thinking. Candidates must be comfortable working independently and as part of a team, have proven academic performance and be willing to take on significant responsibility for meeting stringent deadlines and high quality standards. Opportunities exist within the following lines of business: Investment Banking (includes Corporate Finance, M&A/Financial Sponsors Group, and Loan Syndications), Credit Capital Markets, Capital Finance, and Fixed Income Division(includes Credit Products, Interest Rate Products, Non-Dollar Products, and Structured Products). 33 | Wachovia Securities Corporate & Investment Banking University Recruiting Process Recruiting Process ON CAMPUS INTERVIEWS SELECTION OF FINAL CANDIDATES SUPER SATURDAY Charlotte, North Carolina Friday Evening: Presentation & Dinner Saturday: Series of 6 or 8 interviews with a debrief at the end Follow-up: Extension of final offers 35 | Wachovia Securities Corporate & Investment Banking University Recruiting Information CAMPUS DATES Campus Interviews: October 8, 2003 Super Saturdays: October 25, 2003 November 1, 2003 November 15, 2003 November 22, 2003 December 6, 2003 CONTACT INFORMATION School Captains: Barbara Hall Loan Syndications barbara1.hall@wachovia.com College Recruiting Contact: Melissa Hunter CIB Analyst Recruiter melissa.hunter@wachovia.com Brian Grabenstein Fixed Income, Structured Products brian.grabenstein@wachovia.com Ernie May Credit Capital Markets, Agency Management mark.weir@wachovia.com 36 | Wachovia Securities Corporate & Investment Banking University Appendix APPENDIX Selected Closed Transactions Follow-On Offering Initial Public Offering Convertible Debt Initial Public Offering Loan Syndications High Yield Follow-On Offering Asset Securitization Initial Public Offering 38 | Wachovia Securities Corporate & Investment Banking Asset Securitization Capital Management Senior Notes Equity Derivatives Loan Syndications Currency Derivatives University APPENDIX Selected Closed Transactions Capital Management Loan Syndications Convertible Notes Convertible Securities Senior Notes Initial Public Offering 39 | Wachovia Securities Corporate & Investment Banking Investment Grade Debt Loan Syndications Loan Syndications Asset Securitization Loan Syndications Asset Securitization Investment Grade Debt Loan Syndications Loan Syndications University APPENDIX Selected Closed Transactions Follow-On Offering Follow-On Offering Follow-On Offering Mergers & Acquisitions Loan Syndications Loan Syndications Mergers & Acquisitons Loan Syndications Loan Syndications Senior Notes Senior Notes Asset-Based Lending Fixed Income Derivatives Senior Notes 40 | Wachovia Securities Corporate & Investment Banking Loan Syndications University APPENDIX Selected Closed Transactions Asset Securitization Asset-Based Lending Investment Grade Debt Follow-On Equity Offering Fixed Income Derivatives International Cash Management Loan Syndications Loan Syndications Convertible Securities Initial Public Offering High Yield & Loan Syndications Initial Public Offering Loan Syndications Loan Syndications Cash Management 41 | Wachovia Securities Corporate & Investment Banking University APPENDIX Selected Closed Transactions Asset Backed Lending Asset Based Lending Asset Backed Lending Asset Backed Lending Leasing Leasing Leasing Congress Financial Congress Financial Congress Financial Asset Backed Conduit Finance Asset Backed Conduit Finance Asset Backed Conduit Finance Asset Backed Conduit Finance Asset Backed Lending 42 | Wachovia Securities Corporate & Investment Banking University