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-99.2 - 1st United Bancorp, Inc. | i00456_ex99-2.htm |
EX-99.1 - 1st United Bancorp, Inc. | i00456_ex99-1.htm |
ACQUISITION OF ANDEREN FINANCIAL
October 25, 2011
Forward Looking Statements Disclosure
Any non-historical statements in this press release are forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995. Such forward-looking
statements are based on current plans and expectations that are subject to
uncertainties and risks, which could cause 1st Uniteds future results to differ materially. The following factors, among others, could
cause our actual results
to differ: the satisfaction of closing conditions for the acquisition, including receipt of regulatory approvals
for the transaction; receipt of approval by the shareholders of Anderen for the transaction, and the possibility that the transaction will
not
be completed, or if completed, will not be completed on a timely basis; disruption to the parties businesses as a result of the
announcement and pendency of the transaction; our need and our ability to incur additional debt or equity financing; our
ability to
comply with the terms of the loss sharing agreements with the FDIC; 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 of our loan loss provision; the effects of harsh weather conditions, including hurricanes, and man-made
disasters; 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; the frequency and magnitude of foreclosure of our loans; legislative and
regulatory changes, including the Dodd-Frank Act; 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;
changes in securities and real estate markets; increased competition and its effect on
pricing, including the impact on our noninterest
margin from the repeal of Regulation Q; negative publicity and the impact on our reputation; technological changes; changes in
monetary and fiscal policies of the U.S. Government; the effects of security
breaches and computer viruses that may affect our
computer systems; changes in consumer spending and saving habits; changes in accounting principles, policies, practices or
guidelines; anti-takeover provisions under federal and state law as well as
our Articles of Incorporation and our Bylaws; and our
ability to manage the risks involved in the foregoing. In addition, if and when the transaction is consummated, there will be risks and
uncertainties related to 1st Uniteds ability
to successfully integrate the business and employees of 1st United and Anderen, including
the failure to achieve expected gains, revenue growth, and/or expense savings. 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) or on
request from 1st United or Anderen. 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 press release speak only as of the date of the press
release, and neither 1st United nor Anderen assumes any obligation to update forward-looking statements or the reasons why actual
results
could differ.
2
Additional Information & Where to Find It
1st United intends to file with the SEC a registration statement on Form S-4, in which a proxy statement of Anderen will be included
and a prospectus of 1st United will be included, and other documents
in connection with the proposed acquisition of Anderen. The
proxy statement/prospectus will be sent to the shareholders of Anderen. Before making any decision with
respect to the proposed
transaction, shareholders of Anderen are urged to read the proxy statement/prospectus and other relevant materials because
these materials will contain important information
about the proposed transaction. The registration statement and proxy
statement/prospectus and other documents which will be filed by 1st United with the SEC will be available
free of charge at the
SECs website, www.sec.gov, or by directing a request to 1st United, One North Federal Highway, Boca Raton, FL 33432, Attention:
Investor Relations; or by directing a request to Anderen Financial, Inc., 3450 East Lake Road,
Palm Harbor, FL 34685, Attention:
Investor Relations. Certain executive officers and directors of Anderen have interests in the proposed transaction that may differ
from the interests of shareholders generally, including benefits conferred
under retention, severance and change in control
arrangements and continuation of director and officer insurance and indemnification. This communication shall not constitute an
offer to sell or the solicitation of an offer to buy, nor shall
there be any sale of such securities, in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to appropriate registration or qualification under the securities laws of such jurisdiction.
3
Summary of Transaction Terms
4
Purchase Price
$37.0 million ($2.0 million less than Anderen Financials tangible equity which was
$39.0 million at June 30, 2011)
Consideration
50% stock / 50% cash consideration mix
Exchange Ratio
For stock portion, the exchange ratio is determined as follows:
If FUBC stock price < $5.37 (TBVPS as of 6/30/11), then exchange ratio is fixed based on a $5.37 stock price
(however, if stock price falls below $4.50, Anderen may terminate the transaction)
If FUBC stock price is between $5.37 - $6.50, then exchange ratio floats
If FUBC stock price > $6.50, then exchange ratio is fixed based on a $6.50 share price
If FUBC stock price = $8.00, then FUBC may terminate the transaction
Deal Protection
$2 million termination fee, under certain circumstances
Pricing
Price / Tangible Book Value = 95%
Due Diligence
Completed comprehensive due diligence
Board
Representation
1 Director from Anderen to join both 1st United Bancorp
and 1st United Bank board; 1
additional Director to
serve on 1st United Bank board
Anticipated Closing
Second Quarter 2012
Compelling Strategic Rationale
5
Advances objective of profitable growth and capital deployment
Complements recently announced FDIC-assisted acquisition of Old Harbor (Clearwater, Florida)
Anderens 4 branches provide additional scale to Old Harbors 7 branch network in Central
Florida
Strategic market expansion into the Central Florida market
Legacy market for 1st Uniteds management team
as prior institution operated successfully
in both the Orlando and Tampa markets
Adds a measure of market diversity to 1st Uniteds
existing South Florida footprint which
offers different risk/reward elements
1st Uniteds current footprint, in addition to
the Central Florida market, positions the
franchise to benefit from a presence in the best banking markets in Florida
Will provide for enhanced growth opportunities in a market that at times operates differently
than Southeast Florida
1st Uniteds scalable platform facilitates a readily
achievable level of cost savings resulting from
increased operating leverage across a number of business units.
Additional management talent, which includes Anderens Chairman & President as well as its
CEO, with significant experience in Central Florida positions 1st United for growth and expansion
in these markets.
Strong pro forma capital levels and enhanced market presence opens up additional acquisition
opportunities which enable
1st United to continue to execute upon its franchise expansion goals
Overview of Anderen Financial, Inc.
6
Company Overview
Executive Management
Source: SNL Financial, FRY-9SP and Company data.
John Warren
Chairman & CEO of Anderen Bank
Chairman and President of Anderen Financial
Formerly President and CEO of Florida Choice Bank; President of Southern
Community Bank; SVP Barnett Bank and SunTrust Bank.
MBA, The University of West Florida
Charles Allcott
President of Anderen Bank
Chief Executive Officer of Anderen Financial
Formerly President of Gulf Community Bank; Market President for Compass
Bank; SVP Barnett Bank for a 20 office system in Pasco County and VP/Senior
Lender in Lake County; Founding President of Anderen.
BA, Rollins College
Company Name
Anderen Financial, Inc.
Headquarters
Palm Harbor, FL
Date Established
November 15, 2007
Depository Branches
4
June 30, 2011 Financial Information
Total Assets ($000)
$209,223
Total Equity ($000)
$39,043
TCE / TA (%)
18.7%
Texas Ratio (%)
17.7%
NPAs / Assets (%)
3.58%
YTD Earnings ($000)
$509
Expansion into Attractive Markets
7
1st United
Old
Harbor
Anderen
Source: SNL Financial. Deposit data in thousands and as of 6/30/2011.
Winter Park branch
Deposits = $49,607
Palm Harbor branch
Deposits = $53,132
Clearwater branch
Deposits = $24,841
Tampa branch
Deposits = $41,224
Countryside branch
Deposits = $43,372
Belleair Bluffs branch
Deposits = $23,687
Clearwater branch
Deposits = $14,233
Palm Harbor branch
Deposits = $34,590
New Port Richey branch
Deposits = $24,087
Trinity branch
Deposits = $29,346
Dunedin branch
Deposits = $48,458
Anderen management team continuing with the combined
organization provides significant in-market resources to
successfully grow the Central Florida franchise.
Density of newly acquired branches provides the potential for
branch consolidation.
Extensive Due Diligence Performed
8
Comprehensive on-site credit review
Eight person 1st United evaluation team
91% of the loan portfolio reviewed, including all loans > $100,000 that were rated
substandard or worse
Majority of special mention loans reviewed
Loan mark based on conservative estimates of credit losses for both performing and
non-performing loans
Gross loss estimate of $6 million - $10 million which is approximately 2 3x
the level of Anderens loan loss reserve
1st United has extensive credit quality review experience
Substantial on-site and off-site due diligence review of all other operations and business
lines performed
Pro Forma Loan Composition
9
1st United
Anderen Bank
Pro Forma Combined
Source: SNL Financial, Form 10-Q. FUBC loan composition as reported as of 9/30/11. Other loan data is regulatory data as of 6/30/11. The above assumes no acquisition-related fair value accounting adjustments.
Old Harbor Bank
Approximately 57% of the combined loan
portfolio will be subject to loss share or will have
been recently marked.
Construction
$30.3MM
Residential
$194.1MM
Comm. RE
$394.8MM
C&I
$156.6MM
Consumer
$11.8MM
Construction
$20.3MM
Residential
$12.3MM
Comm. RE
$87.4MM
C&I
$25.7MM
Consumer
$1.5MM
Construction
$27.2MM
Residential
$36.9MM
Comm. RE
$77.6MM
C&I
$20.1MM
Consumer
$0.7MM
Construction
$77.8MM
Residential
$243.3MM
Comm. RE
$559.8MM
C&I
$202.4MM
Consumer
$14.0MM
Pro Forma Loan Composition (%)
Construction
7.1%
Residential
22.2
Comm. RE
51.0
C&I
18.4
Consumer
1.3
Other
0.0
Total
100.0%
Total Loans & Leases ($MM)
$162.4
Total Loans & Leases ($MM)
$787.7
Total Loans & Leases ($MM)
$147.2
Total Loans & Leases ($MM)
$1,097.3
Pro Forma Combined
Pro Forma Deposit Composition
10
1st United
Anderen Bank
Old Harbor Bank
Source: SNL Financial, Company data. FUBC deposit composition as of 9/30/11. Other deposit data is regulatory data as of 6/30/11. The above assumes no acquisition-related accounting adjustments.
Demand
$316.4MM
NOW &
Other Trans.
$122.0MM
MMDA &
Savings
$323.5MM
Jumbo Time
$139.1MM
Retail Time
$104.4MM
Demand
$16.7MM
NOW &
Other Trans.
$3.5MM
MMDA &
Savings
$68.4MM
Jumbo Time
$64.2MM
Retail Time
$16.0MM
Total Deposits ($MM)
$1,005.4
Non-Interest Bearing Deposits (%)
31.47%
Total Deposits ($MM)
$168.8
Non-Interest Bearing Deposits (%)
9.91%
Demand
$10.4MM
NOW &
Other Trans.
$15.9MM
MMDA &
Savings
$67.1MM
Jumbo Time
$47.1MM
Retail Time
$77.3MM
Total Deposits ($MM)
$217.8
Non-Interest Bearing Deposits (%)
4.77%
Demand
$343.5MM
NOW &
Other Trans.
$141.4MM
MMDA &
Savings
$459.1MM
Jumbo Time
$250.4MM
Retail Time
$197.6MM
Total Deposits ($MM)
$1,392.0
Non-Interest Bearing Deposits (%)
24.68%
Pro Forma Deposit Composition (%)
Demand
24.7%
NOW & Other Trans.
10.2
MMDA & Savings
33.0
Jumbo Time
18.0
Retail Time
14.2
Total
100.0%
Pro Forma Financial Impact
11
Key Assumptions
Estimated cost saves of approximately 30% of Anderens non-interest
expense base, 75% phased in for 2012 and 100% thereafter
Gross loan mark expected to be between 4% - 7% of total loans
One-time deal-related charges of approximately $2 million
Core deposit intangible created of $600k
Anticipated to be immediately accretive to EPS (excluding one-time
charges)
Tangible book value earn-back estimated to be less than 3 years based on
the purchase price, expected loan mark along with the projected earnings
and synergies
Deploys excess capital in a value accretive manner
Strong pro forma capital (i.e. TCE/Assets ~11%) supports future growth
and franchise development
Opportunity for 1st United to leverage its excess liquidity
position to
reshape Anderens deposit mix and reduce the overall level of time
deposits
Financially
Attractive
Efficient Integration History
12
Transaction History
FUBC is an experienced acquiror and
integrator
Proven ability to extract cost savings
(1) Assets and deposits for Old Harbor based on 6/30/2011 reported information.
At Acquisition
Acquisition
Date
($ Millions)
Acquired Bank
Headquarters
Type
Announced
Integrated
Assets
Deposits
First Western Bank
Cooper City, FL
Whole Bank
4/04
7/04
$35.7
$26.7
Equitable Bank
Fort Lauderdale, FL
Whole Bank
2/08
5/08
222.2
136.0
Citrus Bank, N.A.
Vero Beach, FL
Divestiture
8/08
8/08
92.5
87.5
Republic Federal Bank, N.A.
Miami, FL
FDIC
12/09
5/10
296.7
350.0
The Bank of Miami, N.A.
Miami, FL
FDIC
12/10
4/11
378.3
254.5
Old Harbor Bank (1)
Clearwater, FL
FDIC
10/11
Pending
215.9
217.8
1st United Ranks 6th Among Public Florida-Based Institutions on Deposits
13
Top Public Institutions Headquartered in Florida Ranked by Total Deposits
(1)
Nonperforming assets are calculated as nonaccrual loans + OREO. Loans covered by FDIC loss share agreements are excluded. Pro Forma Combined NPAs/Assets are a preliminary
estimate. The actual level of pro forma
NPAs will be based on a fair value determination utilizing acquisition accounting principles and guidance.
Source: SNL Financial, Form 10-Q. Public institutions include those listed on the NYSE, NASDAQ, and OTCBB as well as pink-sheet companies. Florida deposit data as of 6/30/11. Market capitalization as of 10/18/11.
Total
FL Deposit
Market
Deposits
Market
Cap
NPAs/
Rank
Institution
(1)
($MM)
(1)
(1)
Share
(1)
(1)
($MM)
(1)
Assets
(1)
1
BankUnited Inc.
$7,380,426
1.72%
$1,974
1.59%
2
BankAtlantic Bancorp Inc.
3,442,825
0.85
32
8.55
3
Capital City Bank Group Inc.
2,114,450
0.44
178
4.73
4
CenterState Banks Inc.
1,992,994
0.49
167
4.05
5
Seacoast Banking Corp. of Florida
1,699,406
0.42
150
3.50
6
Pro Forma Combined
$1,457,496
0.35%
$171
2.16%
6
1st United Bancorp Inc.
$1,070,919
0.26%
$153
2.09%
7
Great Florida Bank
1,069,350
0.26
2
10.96
8
First Southern Bancorp Inc.
817,727
0.20
205
4.41
9
Stonegate Bank
654,676
0.17
113
2.60
10
Beach Community Bancshares Inc.
548,539
0.14
2
22.34
Old Harbor Bank
$217,773
0.05%
0
15.04%
Anderen Financial Inc.
$168,804
0.04%
NA
3.61%
Pro Forma Balance Sheet
14
1st United
Anderen
Combined Company ($MM) (1)
Total Assets:
$1,672.9
Cash & Securities:
$414.6
Total Loans & Leases:
$1,097.3
Deposits:
$1,392.0
Tang Common Equity: (2)
$184.9
Source: SNL Financial and Company data (Company information as of 9/30/2011, remaining information as of 6/30/2011)
(1)
Combined company financial data excludes the impact of acquisition-related accounting adjustments.
(2)
Tangible common equity displayed for Anderen represents the stock portion of the transaction consideration (i.e. 50%).
Old
Harbor
Tang Common Equity
Deposits
Total Loans & Leases
Cash & Securities
Total Assets
0%
20%
40%
60%
80%
100%
$166
$1,005
$788
$315
$1,248
$218
$162
$52
$216
$19
$169
$147
$48
$209
15
Executing on Growth
10/1/07 Announced the
merger with Equitable
Financial Group, which had
approximately $180 million
in
assets and 5 branches in
Broward and Miami-Dade
Counties. Filled out base
franchise in Broward and
provided an entry point into
Miami-Dade.
2/27/08 Announced the
acquisition of the banking center
network (6 branches, 3 retained),
substantially
all the deposits ($88
million), and much of the loan
portfolio ($38 million) of Citrus
Bank, N.A. in a P&A transaction.
5/5/08 Sold $6.6 million of
preferred stock in a private
offering. Also raised $10.4
million
through a Rights
Offering of common stock.
3/13/09 Issued and sold $10
million of preferred stock to
Treasury as part of the TARP
program; redeemed
TARP
preferred on 11/18/09.
12/11/09 Acquired
Republic Federal
Bank, N.A. through a
FDIC-assisted
transaction ($297
million
in assets, $350
million in deposits).
12/17/10 Acquired
The Bank of Miami,
N.A. through a FDIC-
assisted transaction
($378 million in assets,
$255 million in
deposits).
9/23/09 Raised
$80.5 million
through an initial
public offering of
common stock.
2007
2008
2009
2010
2011
3/22/11 Raised
$37.4 million
through a follow-
on common stock
offering
10/24/11 Announced
the acquisition of Palm
Harbor, Fla.-based
Anderen Financial, Inc.
($209 million
in
assets).
10/21/11 Acquired Old
Harbor Bank through an
FDIC-assisted transaction
(approximately $210
million of
assets
purchased; $213 million of
deposits assumed).
December 31, 2006
$332 million in assets
6 branches
September 30, 2011
$1.7 Billion in assets
26 branches
(1)
(1)
Information pro forma for Anderen and Old Harbor.
Summary
16
Attractive transaction economics
Meaningfully accretive to EPS in the first full year
Earn-back of tangible book value dilution within 3 years
Substantial expense efficiencies identified
Although not modeled, significant revenue synergy opportunities exist
Opportunity to lower funding costs to 1st United levels
Effective capital deployment
Proven track record of seamless integrations and realization of efficiencies
Strong pro forma capital and liquidity levels retain 1st Uniteds strategic flexibility
Strengthens the Companys growth prospects and franchise development momentum
Enhances recently acquired footprint in Tampa and marks entry into the attractive
Orlando market
Provides platform for increased market share in Central Florida
Transaction will add to the depth of talent in the combined companys management team
and board of directors