morrison & foerster capital markets brochure

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Everyone loves an optical illusion. Morrison & Foerster Capital Markets

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Of course we can. Taking the complex and confusing and making it clear—that’s what we do. We help our clients accomplish their capital-raising goals amidst rapidly changing markets and continually evolving regulation. Admittedly, doing so can be challenging. Our clients value our dexterity and experience in crafting new financial products and offering methodologies when off-the-shelf approaches do not work. We’ve built our reputation on the artful balance of practical solutions and innovative ideas. We are Morrison & Foerster—a global law firm of exceptional credentials in many areas, and, now, one of the world’s leading capital markets firms.

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Page 1: Morrison & Foerster Capital Markets Brochure

Everyone loves an optical illusion.

Morrison & Foerster Capital Markets

Page 2: Morrison & Foerster Capital Markets Brochure
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Except when itcomes to

financial results.

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Are the horizontal lines parallel or crooked?

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Page 5: Morrison & Foerster Capital Markets Brochure

Can we be anymore clear?

Of course we can. Taking the complex and confusing and making it clear—that’swhat we do. We help our clients accomplish their capital-raising goals amidst rapidly changing markets and continually evolving regulation. Admittedly, doing socan be challenging. Our clients value our dexterity and experience in craftingnew financial products and offering methodologies when off-the-shelf approachesdo not work. We’ve built our reputation on the artful balance of practical solutionsand innovative ideas. We are Morrison & Foerster—a global law firm ofexceptional credentials in many areas, and, now, one of the world’s leading capitalmarkets firms.

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MORRISON & FOERSTER LLP CAPITAL MARKETS

Page 6: Morrison & Foerster Capital Markets Brochure

It isn’t that our eyes are more open. Just more focused.

Focused on our clients’ objectives. Focused on seeing opportunities where others seeonly problems. Focused on achieving results and doing so efficiently—usuallyunder tight timeframes and on relatively short notice. Solving complex prob-lems requires an ability to see things differently. At the risk of sounding like geeks,we admit it—we think puzzles like these are fun. We like the challenge, whether it’sworking through a brain-teaser or analyzing a new derivatives product. Bothrequire concentration, expertise, context and imagination. We bring to bear the intensity and experience of over 250 capital markets lawyers in 19 offices world-wide. Working seamlessly with our tax, investment management, ERISA, bank regulatory, and insolvency and restructuring colleagues, as well as with other practices, we develop new financial products and new securities offering method-ologies for our issuer and investment bank clients. Products we helped create includestructured convertible securities; exchangeable and variable debt and preferred securities; auction and remarketed preferred securities; DRD-preferred securities;on- and off-balance sheet special purpose issuance vehicles; conduit financing andmaster funding vehicles; Tier 1 and Tier 2 equity and debt securities; and structuredproducts and other indexed securities and derivatives.

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Page 7: Morrison & Foerster Capital Markets Brochure

How many black dots can you count?

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Printers call this static art. But is it static?

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Page 9: Morrison & Foerster Capital Markets Brochure

Sometimes you just have to stare at a problem a little longer than the next guy.

But staring alone won’t fix it. You need to listen just as intently as you need to look.We’re lawyers who listen. We listen acutely to our clients and have committed ourselves to understanding their businesses. This is what lets us go beyond the conventional to invent new solutions. Solutions that advance industry thinking andenhance the economics of a deal. These are the kinds of challenges that motivate usto work harder, stare longer, listen closer, and think better. Judge us by the quality of our thinking and the quality of our work. We think you’ll find we’re ourown most demanding critics. We apply the same intellectual rigor and meticulous attention to detail to every transaction.

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MORRISON & FOERSTER LLP CAPITAL MARKETS

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Seeing is believing.Right up until someonesees a better way.

We’ll show you what we mean. Working with our financial institutions clients, wehave devised new distribution methodologies for securities offerings, such as thePIPE, the registered direct, the equity distribution program, and various auction-based securities offering techniques. With our derivatives dealer clients, we havestructured equity derivatives transactions for public companies in relation to theirown shares, such as structured accelerated share repurchases and forward equitysales hedged with registered share borrow, that permit issuers to establish firmfinancing costs or implement share repurchases on a cost-efficient basis. With ourclients, we have formulated financing techniques for specific industries, like bankholding companies and insurance companies, which permit issuers to raise capitalthrough the issuance of hybrid securities, resulting in tax-deductible yield payments,equity credit from ratings agencies, and favorable regulatory capital treatment fromregulatory authorities. Ultimately, however, it’s only a better way if our clientssay so. Time and again, our clients have rewarded us for finding better ways withtheir continued loyalty.

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Are the grid lines bowed or straight?

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Are these wheels really in motion?

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Page 13: Morrison & Foerster Capital Markets Brochure

Technology or energy. PIPEs or structured products.

We see opportunity wherever it exists.

We are consistently ranked as one of the most active securities firms in the UnitedStates and Asia, and we are a regular presence on financial institution approved lists. We represent issuers and underwriters in hundreds of securities offerings, raisingover $75 billion each year. Our experience spans the financing continuum from private placements and PIPEs to initial public offerings, equity offerings, debt offerings and Rule 144A offerings, to continuous issuance programs and globalofferings, to offerings of innovative financial products and derivatives and structuredproducts. The PIPEs Report ranks the firm as one of the ten most active in representing agents and issuers in PIPE transactions. Each year, The AmericanLawyer’s “Corporate Scorecard,”IPO Vital Signs and IPO Reporter rank us as oneof the leading firms advising issuers and underwriters in IPOs. Thomson Financialand Bloomberg rank Morrison & Foerster as one of the leading firms advisingissuers, underwriters, and managers in debt and preferred stock issuances. ChambersUSA, Chambers Global and IFLR 1000—The Guide to the World’s LeadingFinancial Law Firms rank the firm’s domestic and international capital marketspractice and its derivatives practice as leading practices. Structured Products magazinenamed us 2006 Law Firm of the Year, North America, citing our creative structuresand our thorough understanding of both the business and legal processes. We’renot happy resting on our laurels though, we’re much happier thinking about how tohelp our clients turn their next challenge into an amazing opportunity.

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MORRISON & FOERSTER LLP CAPITAL MARKETS

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Morrison & FoersterCapital Markets.Setting new standards of excellence.

www.mofo.com

© Morrison & Foerster LLP, 2006

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