BankAtlantic Bancorp Conference Call and Webcast - Final.

Original Source: FD (FAIR DISCLOSURE) WIRE

OPERATOR: Good morning. At this time I would like to welcome everyone to the BankAtlantic Bancorp investors conference call. All lines have been placed on mute to prevent any background noise. After the speakers' remarks there will be a question-and-answer session. If you would like to ask a question during this time, (OPERATOR INSTRUCTIONS). Thank you. Mr. Hinkley, you may begin your conference.

LEO HINKLEY, SVP OF IR, BANKATLANTIC BANCORP: Good morning, everyone, and thank you for joining us at the BankAtlantic Bancorp teleconference call and webcast discussing our previously issued announcement relating to Stifel Financial Corporation's agreement to acquire BankAtlantic Bancorp's wholly-owned subsidiary, Ryan Beck Holdings, Inc.

Our speakers today will be Mr. Alan B. Levan, Chairman and Chief Executive Officer; and Jim White, our Chief Financial Officer. We will begin our call with a discussion from Mr. Levan. At the conclusion of the discussion and time permitting, we will then hold a question-and-answer period.

Copies of the press release issued this morning on January 9, 2007, are available on the Pressroom section of our website, BankAtlanticBancorp.com. Individual copies are also available by contacting our Investor Relations department at 954-940-5300 or by e-mail at investorrelations@BankAtlanticBancorp.com.

Now before beginning our discussion, I would like to remind everyone that certain statements made today may constitute forward-looking statements with respect to plans, projections, future performance and/or expectations. These forward-looking statements are based largely on the expectations of BankAtlantic Bancorp and/or Ryan Beck Holdings, Inc., and are subject to a number of risks and uncertainties that are subject to change based on factors which are in many instances beyond the Company's control. Actual results, performance or achievements could differ materially from those expressed or implied by these statements. The Company cautions that the foregoing factors are not exclusive.

In addition to the risks and factors identified, reference is also made to other risks and factors detailed in the press release issued this morning, January 9, 2007, as well as a report filed by the Company with the Securities and Exchange Commission.

Now it is my pleasure to introduce Mr. Alan B. Levan. Alan?

ALAN LEVAN, CHAIRMAN, PRESIDENT AND CEO, BANKATLANTIC BANCORP: Thank you, Leo. Good morning, everybody. Thank you for joining us this morning. As Leo has mentioned, this call is related to the announcement this morning that we've signed a definitive agreement to sell Ryan Beck to Stifel Financial. The format for today's call is I'm going to turn it over to Jim White in just a second, and he'll make some comments about the transaction, and then we'll primarily use this call for Q&A.

We're pleased to finally end the speculation with regard to our situation with regard to Ryan Beck. So, let me just turn it over to Jim, and then we'll both be available for questions.

JIM WHITE, CFO AND EVP, BANKATLANTIC BANCORP: Let me briefly summarize the financial aspects of the deal for you. We get 2.5 million shares of Stifel and warrants for 500 shares of their stock priced at $36 and five-year life on the warrants. There is also a two-component earnout, one dealing with the private client group production that will pay $20 million if revenue holds at 2006 levels for a two-year period. It's variable up or down, subject to a $40 million cap. So that will run in the range of zero to $40 million.

There is also an earnout payment on investment banking production over a baseline of $25 million a year for 2007 and 2008. We value this deal at about $96 million for the stock on a Black-Scholes basis, roughly 7, a little bit over $7 million for the warrants. Then, assuming that we maintain the private client group revenue and not counting anything in for investment banking, $20 million from the contingent payments.

Excluding the contingent …