November 10, 2001

Underwriting in the Current Market Environment

Bill Rodoni,
Vice President
Credit Suisse First Boston
 Summary Overview

1. Choosing an Investment Bank

– Key Criteria
– The Market Leader

2. Current Market Environment

– Market Indices
– Market Appetite
– IPO Pipeline / IPO Criteria

3. The IPO Process

– Prepping for a Successful IPO
– A Typical Offering
– A Look at Valuation

4. Wrap-Up

1
1. Choosing an Investment Bank
 Key Criteria for Selecting Your Underwriter

1. Size Matters!
 Choosing a relationship with a large, established bank is the beginning of a long-
term relationship
 Larger balance sheet ensures continuity and diversity of product offerings

2. Equity Research
 Serves as the primary link between buyside investors and the Company
 Third party validation is key

3. Variety of Products
 Breadth and depth of products ensures the most complete corporate finance
advice

4. Retail Distribution
 Improves transaction success rate
 Better diversifies shareholder base

5. Strong Track Record

 Previous success a leading indicator for future success

2
 The Global Powerhouses

83,000+ 62,679+ 23,050+

Employees Employees Employees

937 Offices in 603 Offices in 42 Offices in

30+ Countries 27 Countries 20+ Countries

$871 Billion in $548 Billion in $581 Billion in

Assets Under Assets Under Assets Under
Management or Management Management or
Supervision or Supervision Supervision

$25.2 Billion in $18.7 Billion in $12.7 Billion in

Equity Capital Equity Capital Equity Capital
$671.0 Billion $404.1 Billion $275.0 Billion in
in Assets in Assets Assets

$24.5 Billion in $42.3 Billion in $32.2 Billion in

Revenues (LTM) Revenues (LTM) Revenues (LTM)

Source: Annual Reports, 10-K, 10-Q and company websites

3
 CSFB: A Leader in All Major Investment Banking Products

(Ranked by Number of Transactions / Dollar Volume)

Total Equity(1) #1 / #4 #5/ #3 #3 / #1

IPOs(1) #1 / #3 #3 / #1 #2 / #2

Research(2) #1 #3 #5

Announced M&A #1 / #3 #5 / #2 #3 / #1

Convertibles #3 / #3 #4 / #5 #5 / #2

High Yield Debt #1 / #1 #3 / #3 #4 / #4

Investment Grade Debt(3) #2 / #3 #4 / #6 #7 / #7

Source: Securities Data Corporation for the period of 1/1/00 through 9/30/01.
(1) All North American issues.
(2) Based on number of Institutional Investor ranked analysts as of 12/31/00.
4 (3) All U.S. debt (includes all public and Rule 144A debt securities).
 CSFB: Unparalleled Institutional Sales Capabilities

CSFB has the largest and most effective institutional salesforce on the Street,
delivering the most in-depth and intensive coverage to the leading investors…

Largest Institutional Salespeople(1) 675 400 560

Highest 2000 Reuters Survey #1 #3 #2

Ranked 2000 Institutional Investor #1 #3 #6

Most 2000 - 2001 Equity Offerings* 238 154 197

Experienced 2000 - 2001 Technology Offerings** 111 81 80

Technology Global Tech Salespeople 26 13 17

Focused 2000 II Technology Sales #1 #2 #4

* Domestic equity new issues for the period of 1/1/00 through 9/30/01 (includes IPOs and Follow-On offerings).
** Global equity new issues for the period of 01/01/00 through 9/30/01 (includes IPOs and Follow-On offerings).
(1) Includes international high net worth brokers employed by the Credit Suisse Group.
5
 CSFB: The Most Comprehensive Retail Distribution Network

… and the breadth of CSFB’s retail coverage is unmatched.

U.S. High
Number of Brokers 500 250 500
Net Worth

Intl. High Number of Brokers 750+ 100 100

Net Worth(1)

Traditional Retail Channel Pershing Dean Witter Goldman Sachs

Retail Number of Brokers 17,000 11,000 600

Online Online Channel CSFBdirect MS Online GS Online

Distribution Broker Ranking * #1 #7 NA

* Barrons, March 2001

(1) Includes high net brokers employed by the Credit Suisse Group.

6
 Trading Support

Rank #1 #5 #4
NYSE U.S. Listed Stocks
% 11.0% 5.4% 5.5%

Rank #1 #3 #5
OTC U.S. Stocks*
% 8.6% 6.4% 5.2%

# of OTC Stock Traded 745 550 450

# of Market Makers 35 21 18

Avg # of Stocks/ Market Maker 21 26 25

Source: AutEX / Block DATA

* Includes OTC stocks traded by CSFB and DLJ.
7
For CY2000.
 Reputation for High Quality Transactions
Reuters Survey of Fund Managers*
Overall Rankings 2000 1999

23% 11%
Goldman Sachs 17 14

Morgan Stanley Dean Witter 16 14

Merrill Lynch 9 12

Salomon Smith Barney 6 12

Category 1st Place

Quality of new equity issues

Due diligence on new issues

Pricing of new equity issues

Equitable allocation of new issue product

Quality of research product and service in the aftermarket

Aftermarket performance of equity issues

* In a survey dated July 19, 2000, Reuters surveyed 75 of the largest institutional managers of active US equity funds. They estimate that their
sample represents 88% of the active institutional funds invested in mid- and small-cap equities. Responses have been weighted by fund size.

8
 The Clear Leader in Technology Investment Banking

2000 - 2001 Total Technology 2000 - 2001 Total Technology

Financing and M&A Financing and M&A
(Number of Deals) (Dollars in Billions)

400 389
$400.00 $380.9
350 $350.5
$350.00
300
$300.00
250 233 232 $237.9
$250.00

200 188 $189.7

$200.00 $181.3
157
143
150 $150.00 $133.1
99 98 $103.4
100 $100.00 $81.0

50 $50.00

0 $0.00
CSFB GS MS JPM CIT/SSB ML DBAB LEH CSFB MS GS CIT/SSB JPM ML LEH BofA

Notes:
Transactions announced 1/1/00 through 9/30/01.
Includes private placement deals.
9
 Bankers Who Led Industry-Defining, “First-of-a-Kind” IPOs
1990 1993 1994 1995 1997 1998 1999 2000 2001+

10
2. Current Market Environment
Market Conditions ------- THEN
Market Conditions ------- NOW
 Weak Equity Markets Further Challenged by the Impact of the Tragic
Events
 The terrorist attacks of September 11th
Equity Market Performance added a new dynamic to markets which
130%
were already off significantly YTD
Sept 11 -
120% Terrorist
Attacks
Performance from: Nasdaq Dow S&P 500
110% 1/1/01 - 7/31/01 -17.9% -2.4% -8.3%
100%
8/1/01 - 9/10/01 -16.4% -8.7% -9.8%
9/11/01 - Current 3.0% -2.9% -0.5%
YTD
90%
YTD -29.3% -13.6% -17.7%
Dow -13.6%

80% Fed cuts rates:

Jan 3: 50bps S&P 500 -17.7%

 One month later, markets have

Jan 31: 50bps
70%
Mar 20: 50bps
April 18: 50bps
60% May 15: 50bps
June 27: 25bps
Nasdaq -29.3%
returned to pre-September 11 levels
50%
Aug 21: 25bps CSFB Tech

40%
Sept 17: 50bps
Oct 2: 50bps
-37.4%

 Market continues to be characterized

12/29 1/29 2/28 3/29 4/29 5/29 6/29 7/29 8/29 9/29 10/29 by:
 Increased volatility: extreme intra-day
shifts as market is trading on news and
Impact on Volatility and Liquidity rumors
 Recent volumes on both Nasdaq and
% of Days with Greater Than 3% Movements NYSE greater than year-to-date
1999 2000 2001 YTD Since 9/17 averages
NASDAQ 7.8% 29.7% 25.4% 28.6%
DJIA 0.0% 2.7% 4.1% 8.6%
 Expectations of negative pre-
S&P 0.4% 4.3% 3.6% 5.7% announcements
Average Daily Volume  Large redemptions remain a key
1999 2000 2001 YTD Since 9/17 concern
NASDAQ 1,049 1,667 1,791 1,904
NYSE 809 1,042 1,232 1,712
 Outflows of $29.5bn for month of
September; consequently, cash reserves
at mutual funds are high

12
 Weakened Earnings Outlook Clouded by Potential Recession

% Change of FY1 EPS Estimates of  Concerns over a weakened U.S. and

Tech Companies in S&P 500 global economy, falling corporate
10.0% 6.6% 6.1%
Mean First Call EPS Estimates
profits and an unstable political
1.6%
0.0%
environment have intensified
Q1 2000 Q2 2000 Q3 2000 Q4 2000 Q1 2001 Q2 2001 Q3 2001
-10.0% -8.5%  2001 estimates lowered again as likely
-20.0%
IT and capital spending freeze
expected to remain through remainder
-30.0%
of year. 2002 estimates revised to
-40.0% -36.6% create more realistic expectations for
-39.8%
investors
-50.0% -47.4%

-60.0% 21%
% of Companies with Lowered Estimates
28% 30% 60% 79% 83% 85%
 Expected pullback in spending as
consumer and business confidence
severely shaken – GDP growth
Real GDP (Indexed to Q1 1990) estimates lowered for Q3 and Q4
100.4
2001
Periods represent quarters
100.2

100.0  On November 7th, the Fed cut interest

99.8
1 2 3 4 5 6 7 8
rates by half a point to their lowest
99.6
level since 1961 and, citing a
Q1'01 - Q3'01
99.4 Q1'90 - Q4'91 deteriorating economy, suggested
more cuts could be in store
99.2

99.0
 Tax cuts will help add liquidity, but will
98.8
consumers spend or save?
98.6
13
 History Indicates Markets Are Likely To Pick Up Over the Long-Term

1990 - 1991 Equity Market Performance  CSFB’s equity strategist, Tom Galvin,
believes the terrorists attacks may
40%

Aug 2, 1990: Iraq Jan 16 - Feb 28, 1991:

accelerate and pull forward a
30% invades Kuwait Persian Gulf War
recession, ultimately resulting in a
20% stronger V-shaped recovery as
10% infrastructure is rebuilt – similar pattern
0% seen during the ‘90 - ‘91 recession,
-10%
Iraqi invasion and Gulf War
Nasdaq: 28.9%
S&P 500: 18.0%
-20%
Dow: 15.1%
-30%  History indicates that stock prices have
-40% usually risen on average by 25% one
year and over 34% two years following
1/1/90 4/1/90 7/1/90 10/1/90 1/1/91 4/1/91 7/1/91 10/1/91

a surprise attack
NASDAQ’s Average Reaction to Major
Surprise Attacks
Date Event  Markets will rebound from current lows:
8/2/1990 Iraq invades Kuwait - Operation Desert Storm  Cash reserves at mutual funds high;
2/26/1993 World Trade Center bombed (1)
buyside looking for good investment
4/19/1995 Oklahoma City Federal Building bombed
ideas
9/11/2001 Terrorist Attacks on America
 US economy expected to recover by Q2
1 Day 1 Week 2 Weeks 1 Year 2 Years 3 Years
Later Later Later Later Later Later
2002 as household/consumer confidence
8/2/1990 (2.7%) (3.7%) (6.2%) 17.9% 35.4% 64.3% restored, lower interest rates expected
2/26/1993 (0.2%) 1.6% 3.3% 16.8% 17.9% 65.9% and expansionary fiscal policy underway
4/19/1995 0.3% 2.5% 4.1% 39.2% 49.7% 128.6%
9/11/2001 (6.8%) (16.1%) (11.6%) ---- ---- ----
Average (2.3%) (3.9%) (2.6%) 24.6% 34.4% 86.3%
(1)
First terrorist attack on US soil
14
 New Issue Market is Returning to Life

Weekly New Issue Volumes

 New issue activity has rebounded since
September 11
$ 8,000
% of Total  Convertibles:
$ 7,000 IPO 16%
CVT 40% $2 ,119
• 25 deals for $9.8bn
$ 6,000 COM 43% • Given low Treasury yields and high
$4 0
$ 5,000 equity volatility, the convertible market
$1,8 2 3
$ 4,000 $2 ,6 2 6
has been extremely active
$6 0
$114 $3 ,19 3 $6 8 6  Follow-Ons:
$ 3,000 $1,754
$2 ,0 0 0
• 51 deals for $10.9bn
$ 2,000
$15 $2 ,6 4 9 $2 ,8 8 4 • Average discount to last trade is -2.6%
$ 1,000
$2 4 6 $9 72
$1,6 4 5
$1,129
$1,6 72 • Average % change from offer to current
$0 is 7.0%
9/11 9/17 9/24 10/1 10/8 10/15 10/22 10/29
 IPOs:
• 8 deals for $4.0bn
• Average 1st day appreciation is 14.2%
Backlog is Building
Across All Sectors (1)
 Technology new issuance has been limited
IPO Follow-ons Total
to converts and follow-ons thus far
Amt # of Iss Amt # of Iss Amt # of Iss  Convertibles: EDS ($780mm), FNSR
Healthcare $2,786 18 $957 8 $3,743 26
Telecommunications $0 0 $1,177 2 $1,177 2 ($100mm), SYMC ($525mm), ASML
Insurance
Technology
$1,850
$702
1
10
$25
$1,094
1
6
$1,875
$1,796
2
16
($500mm), TER ($350mm), LSI ($450mm),
Financial Institutions $244 7 $858 9 $1,102 16 MOT ($1,050mm), AV ($400mm), FCS
Real Estate $564 2 $228 5 $792 7
Professional Services $740 5 $0 0 $740 5
($200MM)
Energy
Retail
$671
$590
7
3
$0
$0
0
0
$671
$590
7
3
 Follow-Ons: ISIL ($441mm), INKT ($53mm),
Consumer Products $0 0 $0 0 $0 0 ACS ($648mm), MXO ($103mm)
Total (Top 10) $8,147 53 $4,339 31 $12,486 84
Total $8,349 55 $5,091 40 $15,301 100

(1)
Deals on file for less than 180 days

15
 Institutional Investors Are Receptive to New Issues

Portfolio Managers will buy stories with all pieces in place

 Large and growing market opportunity
 Differentiated technology and/or definable business model
 Diverse, high quality customer base
 Management team with impeccable execution track record and vision
 No “hair”

Companies that are “real” will have a broad institutional audience

 Significant revenue base (i.e. ~ $10 mm) during quarter going public
 High revenue visibility - strong, diverse backlog needed
 Profitability reached shortly after offering (i.e. 2-3 quarters)

Valuation and structure will be important selling points

 Shift from revenue to earnings multiples - ‘02 P/E is very positive
 Price on cover reflects expected pricing
 Attractive valuation versus comparable group
 Other investor issues include: early lockup releases, option dilution and
funding to breakeven

16
 IPO Criteria: Then vs. Now

Then Now
Q4 2000 August 2001
 4 to 5 quarters to profitability Profitability  1 to 2 quarters to profitability
 Growth through R&D spending  Strong quarter-over-quarter
was rewarded in exchange for growth and strong revenue
near-term profitability diversification are required

 Revenue multiple Valuation  Revenue and P/E multiple

 $4-6 million
Revenue in Q  $10-15 million
prior to IPO

 1-2 customers; possibly equity

Customer  Quality, diversified customer base
investors Base
 Well-financed customers

 Unique market opportunity

necessary
 Buzz surrounding hot sectors Type of
 Infrastructure in place to grow to
provided instant investor attention Entrant
profitability
 Solid management team

 Vague visibility towards steady Long-term  Near-term visibility towards steady

state model Financial state model
 Investors comfortable with soft Model  Investors expect specifics
targets and vague references to regarding achievement of steady
long-term financial performance state
goals

17
 Tech IPO Snapshot
TODAY: LOOKING BACK:
 In 2001, only 15 tech IPOs have been Of the IPOs Completed from May 15, 2000 (i.e. the
completed beginning of the recent correction):
 Aftermarket trading performance of these  Average IPO performance: (54.6%)
stocks has exceeded the tech IPO classes of
1999 and 2000 --- 2001 IPOs are down 5.1%  IPOs trading below issue price: 83.1%
from offer to current  Average loss of IPOs below issue: (73.6%)

Amount # of IPO Midpoint Offer to

 IPOs below 1st day close: 90.0%
Tech IPOs
2001
($MM) Offerings Market Value to Offer Day 1 Current
Technology Research Universe
$8,736 15 $44,325 -7.9% 20.5% -5.1%
2000 $29,589 223 $227,328 20.1% 77.3% -61.6% Performance by Sector
1999 $32,051 327 $203,761 25.5% 92.8% -32.8%
% Change in Price
# of YTD Since 52-Week Since 9/11
CSFB Technology Research Sectors Co's 2001 2000 9/11 High Mkt. Adj.
% Change in Price
Amount Offer from Offer to 1st Day Storage and Data Networking 14 -48.5% -22.5% 29.7% -76.1% 25.4%
Date Issuer ($MM) Orig. Mdpt Day 1 Current to Current Telecom Equipment - Wireline 32 -68.7% 13.0% 21.2% -84.2% 16.9%

8/9/2001 Mykrolis Corp $ 105.0 (6.3%) 8.3% (32.3%) (37.5%) Data Services 9 -41.6% -45.8% 20.7% -80.1% 16.4%
7/30/2001 HPL Technologies $ 66.0 0.0% 21.4% 13.7% (6.3%) Internet and eBusiness Infrastructure 18 -40.9% -19.3% 16.9% -70.1% 12.6%
7/26/2001 PDF Solutions, Inc. $ 54.0 0.0% 26.3% 36.8% 8.3%
Telecom Equipment - Wireless 31 -56.7% -24.7% 14.6% -75.1% 10.3%
7/18/2001 Accenture Ltd. $ 1,667.5 3.6% 4.6% 21.5% 16.2%
6/27/2001 Monolithic System Technology $ 50.0 0.0% 12.2% 19.7% 6.7% eCommerce 31 -31.3% -14.8% 14.4% -62.1% 10.0%
6/20/2001 Multilink Technology Corp. $ 72.0 0.0% 24.3% (53.7%) (62.7%) Electronic Components and Distributors 19 -8.6% -11.0% 8.5% -46.4% 4.2%
6/7/2001 Alliance Data Systems Corp $ 156.0 (7.7%) 16.7% 32.7% 13.7%
5/17/2001 Instinet Group LLC $ 464.0 16.0% 21.7% (32.9%) (44.9%) Electronic Infrastructure / Tech. Software 12 -8.0% -13.9% 7.1% -42.4% 2.8%
5/16/2001 Tellium Inc. $ 135.0 7.1% 39.5% (47.7%) (62.5%) Business Software Applications 21 -69.5% -12.4% 6.1% -82.1% 1.8%
5/1/2001 Simplex Solutions Inc. $ 48.0 9.1% 76.7% 16.8% (33.9%) Semiconductors 33 -5.1% -1.0% 5.8% -50.2% 1.5%
3/27/2001 Agere Systems Inc. $ 3,600.0 (53.8%) 0.3% (15.0%) (15.3%)
3/20/2001 Verisity Ltd. $ 23.3 (22.2%) 14.3% 42.9% 25.0% Internet Infrastructure Software 22 -58.8% -45.7% 5.1% -80.7% 0.7%
3/8/2001 Loudcloud, Inc. $ 150.0 (45.5%) 2.6% (59.2%) (60.2%) Optical Components 4 -76.9% -11.8% 1.2% -87.8% -3.1%
2/15/2001 Riverstone Networks Inc. $ 120.0 0.0% 8.9% 13.8% 4.5%
PC & Enterprise Hardware 10 -14.2% -43.7% 0.9% -51.3% -3.5%
2/7/2001 KPMG Consulting, Inc $ 2,024.7 (19.4%) 30.5% (33.6%) (49.1%)
Contract Manufacturing 13 -43.7% -1.4% -0.4% -70.2% -4.8%
Average (7.9%) 20.5% (5.1%) (19.9%) Comm. Software and Enhanced Services 9 -44.9% 2.8% -1.0% -68.5% -5.4%
IT Consulting & Computer Services 30 -19.5% -59.1% -1.1% -53.3% -5.5%
Software 14 -53.4% 25.5% -1.5% -76.0% -5.9%
Semiconductor Capital Equipment 18 0.0% -28.2% -1.8% -42.6% -6.1%
Internet / New Media & eCommerce 30 8.4% -71.7% -5.0% -61.2% -9.3%
Test & Measurement 8 -38.9% -29.0% -5.2% -62.9% -9.6%
Latin America Internet 4 -38.7% -85.2% -10.4% -82.9% -14.7%
Communications ICs 16 -47.3% -0.4% -11.2% -73.2% -15.5%
Imaging 7 -21.6% -33.3% -18.4% -50.1% -22.7%
All Technology Sectors 405 -34.2% -22.1% 6.3% -65.6% 1.9%

18
 Technology IPO Activity And Performance Have Declined
Technology IPO Data - Monthly

Technology IPO Volume Original Midpoint to Offer Price

$10,000 70.0%
11 34 40 21 12 18 29 30 13 6 8 1 0 2 3 0 3 3 3 1 0 0

52.2%
51.9%
$8,297
50.0%
45.1%
$8,000

30.0%

$6,000 18.3%
8.9% 10.3%
10.7%
10.0%
$4,322 2.9% 1.7%
1.2%
$3,773
$4,000 $3,782
$3,612
-2.6%
-10.0% -6.9% -7.2% -6.4% -6.3%
-9.7%
$2,534
$2,145
$2,026
$2,000 $1,788 -19.2%

$1,211 -30.0%
$1,050 $1,005 $952
$605 $647
$191 $278 -40.5%
$0 $0 $105 $0 $0
$0
-50.0%

MAY
MAR

MAR

APR
MAY
APR

JUN

FEB
AUG

AUG
JAN 00

JAN 01
JUL

OCT
SEP

NOV
FEB

DEC

JUN

JUL

OCT
SEP

MAR

MAY

MAY
APR

MAR

APR
AUG

AUG
JAN 01
JUL

OCT
NOV
FEB

JUN

DEC

FEB

JUN
JAN 00

OCT

JUL
SEP

SEP
1st Day Trading Performance Offer Price to Current Performance
30.0%
160.0%
24.0%

144.2% 20.0%
140.2%
140.0% 10.0%

0.0%
-0.4%
120.0%
-10.0%
105.1% -9.9%
-10.4%
-14.9%
-20.0%
100.0%
-21.3%
-30.0%

80.0% -32.3%
-40.0%
67.4%
61.5% -50.0% -45.5%

60.0% -53.2% -53.1% -52.8%

46.0% -54.9%
50.0% -60.0%
47.1% 46.9%
34.6% -63.1% -64.1%
33.5% -65.4%
-70.0%
40.0% -69.7%
24.1% 25.4% -76.0%
-80.0%
-77.3%
19.7% 17.7% 17.4%
20.0%
-90.0%
8.3%
5.7%
-100.0%

AUG

AUG
JAN 00

JAN 01
MAY

MAY
MAR

APR

MAR

APR
JUL

OCT

JUL
SEP

NOV

SEP
FEB

JUN

DEC

FEB

JUN

OCT
0.0%
APR

APR
AUG
JAN 00

JAN 01

OCT
FEB

MAR

MAY

JUN

DEC

FEB

MAR

MAY

JUN

AUG
JUL

SEP

OCT

NOV

JUL

SEP

19
3. The IPO Process
 Valuation Overview -- It’s a Buyer’s Market
 Concerns over a slowing economy, earnings warnings, low visibility and recent political
instability continue to test the markets in 2001 with the Nasdaq currently down over 29% (1)
from the beginning of the year

 IT purchases and budgets have been severely disrupted

– September quarter software sales, already weak from the poor economic
environment, have been particularly hard-hit after the terrorist attacks
– Two separate components: short-term disruption to purchasing decisions and
longer-term macroeconomic risk that extends at least into next year
– CY 2002 visibility is low at the moment, as is sales linearity within quarters

 In 2001, only 15 tech IPOs have been completed, of which 13 are below issue price

20 (1) Through 11/2/01

IPO Process --- THEN
IPO Process --- NOW
 Valuation Methodology

 Review and refine Company projections to create “street case”

 Typical “haircuts” between 15-30% based on:
 Analysis and diligence of Company’s financials
 Company’s track record
 Macro spending conditions
 Apply three valuation frameworks to triangulate a fully distributed trading value
 Comparable Company Analysis, Recent IPO Analysis and Intrinsic Value
Analysis
 Assumptions
 An offering that takes place in early ’02 will be valued on ’03 multiples
at that time
 Filing/Pricing multiple discounted 20-25% from fully distributed trading
multiples

21
 Valuation Frameworks

Comparable Company Intrinsic Value

Recent IPO Analysis
Analysis Analysis
 Identify peer group:  Identify pricing statistics  Project out future cash
Infrastructure for recent IPOs of peer flows
Management Software group companies  Determine discount rate
Vendors  Calculate filing, pricing and intrinsic value
 Calculate trading and trading multiples multiples
multiples  Apply relevant multiples  Apply relevant multiples
 Apply relevant multiples to Company’s results to to Company’s results to
to Company’s results to determine marketing determine potential value
determine potential fully- approach and potential
distributed value filing, pricing, and
trading values

22
 Typical IPO Structure

Lead Manager / Bookrunner: Credit Suisse First Boston

Co-Managers: 2 - TBD (primarily research-driven)

Economics: 50% / 25% / 25% (2 Co-Managers)

Deal Size: $50-60MM; 15% Greenshoe

Shares Offered: 100% primary recommended

Domestic / International Split: 80% / 20%

Institutional / Retail Split: 80% / 20%

Directed Shares: Up to 5%

Lockup: 180 days

23
 Representative IPO Timetable

Denotes Holiday

24
 Key Marketing Variables

Technology Specialist
Gameplan Coverage

Establish Early
Momentum

Design High-Impact
Marketing Schedule

Powerful
Motivated Management
Global Penetration Institutional
Structure Relationships

Generate Strong
“Online” Demand

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 Typical Marketing Objective

 Roadshow Schedule: Focus on Key Accounts

 8-9 day Roadshow targeting 40-50 investores for one-on-one meetings

 2-3 day European Roadshow targeting 10-15 investors for one-on-one
meetings

 Generate Key Early Orders to Establish Momentum

 Qualify with Aftermarket Feedback

 Provide Strong Trading Support

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 Post-IPO Support

 Detailed initiation report; quarterly updates; real-

CREDIT SUISSE FIRST BOSTON CORPORATION
time electronic dissemination of intra-quarter news
Equity Research - Americas
 Commitment to be leading market maker;
CREDIT SUISSE FIRST BOSTON CORPORATION

Equity Research - Americas CREDIT SUISSE FIRST BOSTON CORPORATION

Wendell Laidley (415) 836-7716 [email protected]

Equity Research - Americas

willingness to use capital
Jim Marks (212) 325-6550 [email protected]

Life-Altering Technology
Strong
Curt Schilling (212) 555-9000
[email protected]  Institutional investor follow-up road shows to
Buy
Strong
Buy
broaden investor base
Buy
 Post-IPO technology conferences
Empowering Change
 M&A ideas, analysis and execution
 Introduction to strategic partners
“COMPANY”
 Financing alternatives (secondary, convertible,
debt, bridge financing)
 Employee stock option hedging program

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 The Role of Research

Pre-IPO IPO Marketing Post-IPO

 Significant “front-end” effort  Active involvement on  Detailed report issued

to position company’s story roadshow immediately after 25-day quiet
in prospectus and roadshow period expires
 Prepare management for
 Sales force “teach-in” to key accounts  Timely communication with the
begin communicating the market as company events dictate
Company opportunity  Direct follow-up with key (e.g., high profile customer wins,
investors after one-on-one acquisitions, significant industry
meetings events)
CREDIT SUISSE FIRST BOSTON CORPORATION

Equity Research - Americas  Frequent updating to institutional

EquityWendell
Research - 836-7716
Americas
salesforce to ensure institutions
CREDIT SUISSE FIRST BOSTON CORPORATION
Laidley (415) [email protected]
Equity Research - Americas
Jim Marks (212) 325-6550 [email protected]
Life-Altering Technology Randy Johnson (212) 555-9000
Strong [email protected]
Buy
Strong
Buy
 Monthly First Call Notes
Buy
 Quarterly earnings reports
“COMPANY”

29
4. Wrap-Up
Summary of Key Ideas

 It is important to choose an investment bank that can meet your needs today
and in the future

– Reputation - successful record of previous transactions enhances your credibility

– Size - helps ensure ease of execution

– Complete Suite of Product Offerings

– Aftermarket Support from Equity Research and Trading

 Difficult market conditions have drastically reduced that number of IPOs in

2001

– Criteria for going public has become more stringent -- back to fundamentals

– A buyer’s market

 The “right” companies can still access the public equity markets!
 Biography - Bill Rodoni
 Bill Rodoni is a Vice President in the Investment Banking Division of the Credit Suisse First Boston Technology Group
(CSFB) where he focuses on raising private capital for both privately-held and public technology companies. The CSFB
Private Equity Group, of which Bill is a member, has completed 77 transactions in the past 5 years and has raised over $4.7
billion for its clients during this timeframe. While at CSFB, Bill has raised money for such notable clients as Plumtree
Software, Packet Video and Storageway.

 Prior to joining CSFB, Bill was a senior attorney in the Corporate Securities Group at Gray, Cary, Ware & Freidenrich, one of
the largest law firms in the country, where he represented both privately-held and public technology companies in a wide
range of transactions including public offerings, mergers and acquisitions, private placements and technology licensing.
While at Gray Cary, Bill's client base included Ascend Communications, The Vantive Corporation, Aspect Development and
3Com. Prior to joining Gray Cary, Bill was a financial/legal analyst at First Pacific Company in Hong Kong, a large,
multinational Asia-based conglomerate. Bill has both a J.D. (summa cum laude) and a B.S. in Finance from Santa Clara
University.

 Bill can be reached via phone at 415-249-8893 or via email at [email protected].

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