Morgan Stanley Mergers and Acquisitions Presentation Deck
October 2020, 21 slides
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advancing our strategic transformation leading asset manager positioned for growth morgan acquisition of | Morgan Stanley
no content left of this line notice no content right of this line place content below this line important information about the transaction and where to find it in connection with the proposed transaction between morgan and corp morgan and will file relevant materials with the securities and exchange commission the sec including a morgan registration statement on form that will include a prospectus of morgan before making any voting or investment decision investors and security holders of morgan and are urged to read the registration statement and any other relevant documents that are filed or will be filed with the sec as well as any amendments or supplements to these documents carefully and in their entirety when they become available because they contain or will contain important information about the proposed transaction and related matters investors and security holders may obtain free copies of the registration statement when it becomes available as well as other filings containing information about morgan or without charge at the sec or by contacting the investor relations department of morgan or at the following place content below this line morgan broadway new york media relations investor relations two international place boston media relations investor relations no offer or solicitation this communication is for informational purposes and is not intended to and shall not constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote of approval nor shall there be any sale of securities in any jurisdiction in which such offer solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction source and footnotes guideline no content left of this line no content right of this line | Morgan Stanley
no content right of this line place content below this line no content left of this line notice place content below this line forward looking statements this communication contains forward looking statements within the meaning of the federal securities laws including section a of the securities act of as amended and section of the securities exchange act of as amended in this context forward looking statements often address expected future business and financial performance and financial condition and often contain words such as expect anticipate intend plan believe seek see will would target similar expressions and variations or negatives of these words forward looking statements by their nature address matters that are to different degrees uncertain such as statements about the consummation of the proposed transaction and the anticipated benefits thereof all such forward looking statements are subject to risks uncertainties and assumptions that could cause actual results to differ materially from those expressed in such forward looking statements important risk factors that may cause such a difference include but are not limited to i the completion of the proposed transaction on anticipated terms and timing including obtaining required regulatory approvals anticipated tax treatment unforeseen liabilities future capital expenditures revenues expenses earnings synergies economic performance indebtedness financial condition losses future prospects business and management strategies for the management expansion and growth of the combined company operations and other conditions to the completion of the acquisition including the possibility that any of the anticipated benefits of the proposed transaction will not be realized or will not be realized within the expected time period the ability of morgan and to integrate the business successfully and to achieve anticipated synergies risks and costs potential litigation relating to the proposed transaction that could be instituted against morgan or their respective directors the risk that disruptions from the proposed transaction will harm morgan and business including current plans and operations the ability of morgan or to retain and hire key personnel potential adverse reactions or changes to business relationships resulting from the announcement or completion of the acquisition continued availability of capital and financing and rating agency actions legislative regulatory and economic developments potential business uncertainty including changes to existing business relationships during the pendency of the acquisition that could affect morgan and or financial performance certain restrictions during the pendency of the acquisition that may impact morgan or ability to pursue certain business opportunities or strategic transactions and severity of catastrophic events including but not limited to acts of terrorism or outbreak of war or hostilities as well as morgan or management response to any of the factors dilution caused by morgan issuance of additional shares of its common stock in connection with the proposed transaction the possibility that the transaction may be more expensive to complete than anticipated including as a result of unexpected factors or events those risks described in item a of morgan most recently filed annual report on form and subsequent reports on forms and those risks described in item a of most recently filed annual report on form and subsequent reports on forms and and those risks that will be described in the registration statement on form available from the sources indicated above these risks as well as other risks associated with the proposed acquisition will be more fully discussed in the registration statement on form that will be filed with the sec in connection with the proposed acquisition while the list of factors presented here is and the list of factors to be presented in the registration statement on form will be considered representative no such list should be considered to be a complete statement of all potential risks and uncertainties unlisted factors may present significant additional obstacles to the realization of forward looking statements consequences of material differences in results as compared with those anticipated in the forward looking statements could include among other things business disruption operational problems financial loss legal liability to third parties and similar risks any of which could have a material adverse effect on morgan or consolidated financial condition results of operations credit rating or liquidity neither morgan nor assumes any obligation to publicly provide revisions or updates to any forward looking statements whether as a result of new information future developments or otherwise should circumstances change except as otherwise required by securities and other applicable laws source and footnotes guideline no content left of this line no content right of this line | Morgan Stanley
no content left of this line no content right of this line strategic rationale place content below this line source and footnotes guideline no content left of this line advances morgan strategic transformation with three world class businesses of scale place content below this line right time and right partner combining two strong performing managers creates a leading asset manager with high quality complementary platforms in key secular growth areas adds and franchises positioned for growth delivers quality scale and fills gaps in value add fixed income business enhances client reach by combining leading wealth and international distribution franchises delivers long term financial benefits with low execution risk no content right of this line | Morgan Stanley
no content left of this line no content right of this line advances morgan strategic transformation place content below this line the evolution place content below this line acquisition and integration of smith barney acquisitions of and mesa west enhanced technology new growth oriented leadership team gain in wallet share strategic transformation continues acquire and integrate trade and to accelerate growth towards balance sheet light and more durable lower risk sources of revenue morgan tax profit by segment pro source and footnotes guideline wealth and investment management institutional securities no content left of this line no content right of this line | Morgan Stanley
no content left of this line no content right of this line three world class businesses of scale place content below this line institutional securities wealth management investment management total wallet share clients assets assets under management place content below this line pro pro net revenues pro net revenues pro net revenues no content right of this line source and footnotes guideline no content left of this line | Morgan Stanley
no content left of this line no content right of this line unmatched reach of wealth and investment management drives balanced business mix and provides enormous ballast place content below this line wealth and investment management platforms providing leading advice to our clients place content below this line by total net revenues top by client assets wealth and investment management net revenues wealth and investment management client assets pro for trade and pro for trade and source and footnotes guideline no content left of this line no content right of this line | Morgan Stanley
no content left of this line no content right of this line high quality fast growing asset manager place content below this line track record spanning a century strong presence in areas benefitting from secular growth powerful retail distribution place content below this line founded in boston employees total revenue leader in custom separately managed accounts pioneer in responsible investing aum broad based equity and fixed income manager provider of individual separate accounts penetration of top advisors high quality investment specialist source and footnotes guideline no content left of this line no content right of this line vim | Morgan Stanley
no content left of this line no content right of this line right time and right partner combining two strong performing managers place content below this line position of strength industry leading organic growth complementary platforms in investment capabilities strong cultural alignment place content below this line long term net flows solutions private and public alpha pro fixed income liquidity limited overlap strong historical relationship growth opportunities and low execution risk combined platform exceptionally well positioned in attractive segments with over of revenues source and footnotes guideline no content left of this line no content right of this line | Morgan Stanley
no content left of this line no content right of this line creates a leading asset manager with high quality complementary platforms in key secular growth areas place content below this line pro place content below this line solutions platform across institutional and retail retail solutions institutional portfolio solutions public equities growing concentrated active equity platform concentrated active equity fixed income and liquidity scaled platform global credit aggregate bank loans high yield liquidity leading brand and capabilities equity fixed income liquidity and alternatives private alternatives client capital real assets private equity and private credit source and footnotes guideline no content left of this line no content right of this line | Morgan Stanley
no content left of this line no content right of this line adds and franchises positioned for growth place content below this line strong asset growth with multiple acceleration opportunities via morgan leader in responsible investing for four decades place content below this line a leader in custom indexing a leader in municipal and corporate bond ladders in dedicated responsible investing assets across global funds by fund assets in fund net flows over last months morgan workplace example significant opportunities through workplace corporate and participant relationships extending morgan commitment morgan institute for sustainable investing no content right of this line source and footnotes guideline no content left of this line parametric | Morgan Stanley
no content left of this line no content right of this line delivers quality scale and fills gaps in value add fixed income business place content below this line pro fixed income and liquidity assets under management place content below this line a tenured leader in floating rate loans in municipal income assets morgan investment management fixed income aum from international clients global liquidity fund manager morgan investment management source and footnotes guideline no content left of this line no content right of this line | Morgan Stanley
no content left of this line no content right of this line enhances client reach by combining leading wealth and international distribution franchises place content below this line morgan investment management place content below this line strong international distribution and extensive global reach with morgan presence in countries leader in wealth management distribution and provider of individual separate accounts for wealth channel gross sales gross sales north international strong growth opportunities leveraging respective client bases and high quality product capabilities source and footnotes guideline no content left of this line no content right of this line | Morgan Stanley
no content left of this line no content right of this line delivers long term financial benefits with low execution risk place content below this line pro summary financial impact place content below this line morgan investment management morgan assets under management total net flows revenues to immediately and marginally accretive thereafter with fully phased in cost synergies cost savings of or of and combined expenses utilizes of excess capital expect ratio to be capital above of maintains significant capital flexibility improves stress testing profile accretion of offsets dilution to tangible book value per share no content right of this line source and footnotes guideline no content left of this line | Morgan Stanley
no content left of this line no content right of this line strategic rationale place content below this line source and footnotes guideline no content left of this line advances morgan strategic transformation with three world class businesses of scale place content below this line right time and right partner combining two strong performing managers creates a leading asset manager with high quality complementary platforms in key secular growth areas adds and franchises positioned for growth delivers quality scale and fills gaps in value add fixed income business enhances client reach by combining leading wealth and international distribution franchises delivers long term financial benefits with low execution risk no content right of this line | Morgan Stanley
no content left of this line no content right of this line place content below this line end notes no content right of this line place content below this line source and footnotes guideline no content left of this line | Morgan Stanley
no content left of this line no content right of this line end notes place content below this line place content below this line source and footnotes guideline no content left of this line no content right of this line | Morgan Stanley
no content left of this line no content right of this line end notes place content below this line place content below this line source and footnotes guideline no content left of this line no content right of this line | Morgan Stanley
no content left of this line no content right of this line end notes place content below this line place content below this line source and footnotes guideline no content left of this line no content right of this line | Morgan Stanley
no content left of this line no content right of this line end notes place content below this line place content below this line source and footnotes guideline no content left of this line no content right of this line | Morgan Stanley
advancing our strategic transformation leading asset manager positioned for growth morgan acquisition of | Morgan Stanley
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