Attached files
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8-K - 1st United Bancorp, Inc. | i00456_fubc-8k.htm |
EX-2.1 - 1st United Bancorp, Inc. | i00456_ex2-1.htm |
EX-2.2 - 1st United Bancorp, Inc. | i00456_ex2-2.htm |
EX-99.3 - 1st United Bancorp, Inc. | i00456_ex99-3.htm |
EX-99.1 - 1st United Bancorp, Inc. | i00456_ex99-1.htm |
Nasdaq: FUBC
Purchase and Assumption of Old Harbor
Bank of Florida from the FDIC
October 21, 2011
Forward-Looking Statements
2
This presentation includes forward-looking statements, including statements about future results. These statements
are subject to uncertainties and risks, including but not limited to legislative
or regulatory changes, including the Dodd-
Frank Act; the strength of the United States economy in general and the strength of the local economies in which we
conduct operations; the accuracy of our financial statement estimates and assumptions, including
the estimate for our
loan loss provision; the frequency and magnitude of foreclosure of our loans; our customers willingness to make timely
payments on their loans; our ability to comply with the terms of the loss sharing agreements with the FDIC;
our ability
to integrate the business and operations of companies and banks that we have acquired, and those we may acquire in
the future; the effects of the health and soundness of other financial institutions, including the FDICs need to increase
Deposit Insurance Fund assessments; the failure to achieve expected gains, revenue growth, and/or expense savings
from future acquisitions; our ability to declare and pay dividends; changes in the securities and real estate markets
changes in monetary
and fiscal policies of the U.S. Government; inflation, interest rate, market and monetary
fluctuations; the effects of our lack of a diversified loan portfolio, including the risks of geographic and industry
concentrations; our need and our ability
to incur additional debt or equity financing; the effects of harsh weather
conditions, including hurricanes, and man-made disasters; our ability to comply with the extensive laws and regulations
to which we are subject; the willingness of clients to
accept third-party products and services rather than our products
and services and vice versa; increased competition and its effect on pricing, including the impact on our non interest
margin from the repeal of Regulation Q; technological changes; negative
publicity and the impact on our reputation; the
effects of security breaches and computer viruses that may affect our computer systems; changes in consumer
spending and saving habits; growth and profitability of our noninterest income; changes in accounting
principles,
policies, practices or guidelines; the limited trading activity of our common stock; the concentration of ownership of our
common stock; anti-takeover provisions under federal and state law as well as our Articles of Incorporation and our
Bylaws; other risks described from time to time in our filings with the Securities and Exchange Commission; and our
ability to manage the risks involved in the foregoing. These factors, as well as additional factors, can be found in our
periodic
and other filings with the SEC, which are available at the SECs internet site (http://www.sec.gov). Actual
results may differ materially from projections and could be affected by a variety of factors, including factors beyond our
control. Forward-looking
statements in this presentation speak only as of the date of these materials, and we assume
no obligation to update forward-looking statements or the reasons why actual results could differ.
Transaction Overview
3
1st United has purchased and assumed substantially all
of the assets and liabilities from the
FDIC as receiver of Old Harbor Bank of Florida (Old Harbor) Clearwater, Florida
Transaction includes substantially all of the assets
1st United will receive additional indemnifications from the FDIC
Depositors of Old Harbor have become depositors of 1st United and continue to have FDIC
insurance coverage on their deposits
FDIC whole bank acquisition with loss sharing
Purchased assets of approximately $210 million
Includes approximately $154.3 million of loans and $1.3 million of Other Real Estate covered by FDIC
loss share protection. Approximately $32 million of the acquired loans were classified
as non-
performing by Old Harbor
Remaining assets consist primarily of cash and securities, all transferred at fair market values
Assumption of approximately $213 million of total deposits (of which none are wholesale
deposits)
Loss share agreement covers all purchased loans
70% of losses covered by FDIC up to first $49 million
All regulatory approvals have been received and the transaction has closed
Stifel Nicolaus served as financial advisor and Smith MacKinnon, P.A. as legal counsel to
1st
United in connection with this transaction
Strategic Rationale
4
FDIC assisted whole bank acquisition with loss sharing
Accelerates strategic growth aspirations
1st Uniteds franchise is enhanced with our entrance into one of Floridas largest banking market
Provides a platform for growth in a legacy market
Financially compelling for shareholders
Increased scale provides additional operating leverage that will further improve profitability
Transaction accomplished without significant dilution to existing shareholders by leveraging
approximately $20 million of existing equity capital
1st Uniteds significant liquidity prior to the deal used to redeem higher cost wholesale deposits
Expect transaction to provide a modest initial goodwill, and following integration, expect the
transaction to show on-going accretion
Cost savings are expected to be significant
Creation of a $1.4 billion balance sheet in a risk averse manner due to loss sharing support from
the FDIC
Loss sharing and asset purchase discount limit the downside risk of transaction
Leverages expertise in administering loss share agreements
Transaction Structure
5
$8.5 million discount on assets acquired
0% premium on assumed deposits
$154.3 million of covered loans ($128.3mm commercial / $26mm
residential loans)
FDIC assumes 70% of up to first $49 million of losses
Included in loan balance is approximately $32 million of non performing
loans
Approximately $1.3 million in ORE covered by loss share
Cash (at book value), securities (at fair market value) and other tangible
assets acquired at fair value
90-day option to purchase property & equipment and assume leases
Branches will be reviewed for long-term strategic fit
Discount /
Premium
Loss Share
Agreement
Other Assets
Asset Discount = ($8.5) million
Deposit Premium = $ 0.0 million
Net Bid = ($8.5) million
Loss Exposure Risk Mitigation
6
FDIC loss sharing agreement in conjunction with 1st
Uniteds bid
substantially reduces the adverse financial impact of the credit risk
associated with acquired assets
Approximately 49% of 1st United loan portfolio after
this acquisition is
covered under FDIC loss share agreements
Preliminary Estimate of Accounting Impact
7
Anticipate a potential goodwill amount under FASB ASC Topic 805
(formerly FAS 141R) as the acquisition date fair value of the assets acquired
is anticipated to be less than the liabilities
assumed. The goodwill amount is
estimated at $4 - $10 million and will result in a slight dilution to book value
per share.
Acquired approximately $122 million in higher cost time deposits and
anticipate using
1st Uniteds
existing liquidity to substantially reduce this
balance. Remaining deposits of approximately $102 million appear to be
core deposits
with a good mix.
Pro forma leverage ratio estimated at approximately 11.5%
Above amounts subject to change as precise amount of goodwill is
dependent on completion of final appraisals and mark-to-market valuations
of the assets and liabilities.
8
Deposits
Interest Bearing
Transaction
38%
Non Interest
Bearing
5%
Time Deposits
57%
Loan Portfolio
Composition of Acquired Loans & Assumed Deposits
Increases 1st Uniteds loans to deposits ratio from 79% to approximately 90%
Cost of Funds = 1.20%
Yield on Loans = 4.8%
Note: Information displayed above is estimated based on information received from the FDIC and 1st United estimates.
Commercial
84%
Consumer and
Residential
16%
9
Pro Forma Branch Map
1st United
Former Old
Harbor
1st United Branch Offices
Combined Branch Footprint
Former Old Harbor Branch Offices
Branch
Address
City, State, Zip
Belleair Bluffs
715 N Indian Rocks Rd.
Belleair Bluffs, FL 33770
Countryside
2605 Enterprise Rd. E
Clearwater, FL 33759
Clearwater
2201 Drew St.
Clearwater, FL 33765
Dunedin
1352 Main St.
Dunedin, FL 34698
New Port Richey
5138 Deer Park Dr.
New Port Richey, FL 34653
Palm Harbor
32700 US Hwy. 19 N
Palm Harbor, FL 34684
Trinity
9040 Tryfon Blvd.
Trinity, FL 34655
Branch
Address
City, State, Zip
Headquarters & Main Office
One N Federal Hwy.
Boca Raton, FL 33432
Barefoot Bay
1020 Buttonwood St.
Barefoot Bay, FL 32976
Brickell
1001 Brickell Bay Dr.
Miami, FL 33131
Cooper City
5854 S Flamingo Rd.
Cooper City, FL 33330
Coral Bridge
2800 E Oakland Park Blvd.
Fort Lauderdale, FL 33306
Coral Springs
2855 N University Dr.
Coral Springs, FL 33065
Coral Way
2159 Coral Way
Miami, FL 33145
Doral
8484 NW 36th St.
Doral, FL 33166
Fort Lauderdale Downtown
633 S Federal Hwy
Fort Lauderdale, FL 33301
North Miami Beach
15801 Biscayne Blvd.
North Miami Beach, FL 33160
North Palm Beach
741 US Hwy. 1
North Palm Beach, FL 33408
Palm Beach
335 S County Rd.
Palm Beach, FL 33480
Sebastian
1020 US Hwy. 1
Sebastian, FL 32958
Vero Beach
1717 Indian River Blvd.
Vero Beach, FL 32960
West Palm Beach
307 Evernia St.
West Palm Beach, FL 33401
Integration Plan
10
Management team has a history of successfully completing and integrating M&A
transactions having accomplished 35 bank M&A transactions on a combined basis
Depositors in all Old Harbor branches have access to their funds (no interruption of service)
Early 2012 conversion to 1st Uniteds IT platform
Branches will be integrated into 1st Uniteds existing banking network and reviewed for
long-term strategic fit (30 day option to decide)
Branches will be locally managed by 1st United and Old Harbors team of experienced
bankers with centralized support
A current Market Executive of 1st United will be relocated in market to aid in integration
1st United will leverage Old Harbors experienced banking professionals to first integrate the
customers and second to sell
1st Uniteds broad array of banking products and services to Old
Harbors customer base
Continuing to leverage our Loss Share Department experience to manage FDIC loss share
compliance
Integration will be seamless to Old Harbor customers and is already underway
Transaction Merits
11
Major growth catalyst
Pro forma balance sheet remains fortified with robust capital ratios well in excess
of well-capitalized thresholds
Expands franchise in legacy market with significant market share opportunity
Strong pro forma liquidity and capital builds customer confidence and enables
1st
United to pursue additional balance sheet growth
Approximately 49% of 1st Uniteds loan portfolio subject to loss share
Leverage 1st Uniteds strong liquidity position