Attached files
| file | filename |
|---|---|
| 8-K - FORM 8-K - FNB CORP/PA/ | d707697d8k.htm |
| EX-99.1 - EX-99.1 - FNB CORP/PA/ | d707697dex991.htm |
 F.N.B. Corporation
Announces Agreement to Acquire
OBA Financial Services, Inc.
April 8, 2014
Exhibit 99.2 |
 Cautionary Statement Regarding Forward-Looking Information
and Non-GAAP Financial Information
This
presentation
contains
"forward-looking
statements"
within
the
meaning
of
the
Private
Securities
Litigation
Reform
Act,
relating
to
present
or
future
trends
or
factors
affecting
the
banking
industry
and,
specifically,
the
financial
operations,
markets
and
products
of
F.N.B.
Corporation.
Forward-looking
statements
are
typically
identified
by
words
such
as
“believe”,
“plan”,
“expect”,
“anticipate”,
“intend”,
“outlook”,
“estimate”,
“forecast”,
“will”,
“should”,
“project”,
“goal”,
and
other
similar
words
and
expressions.
These
forward-looking
statements
involve
certain
risks
and
uncertainties.
In
addition
to
factors
previously
disclosed
in
F.N.B.
Corporation’s
reports
filed
with
the
SEC
and
those
identified
elsewhere
in
this
presentation,
the
following
factors
among
others,
could
cause
actual
results
to
differ
materially
from
forward-looking
statements
or
historical
performance:
ability
to
obtain
regulatory
approvals
and
meet
other
closing
conditions
to
the
Merger,
including
approval
by
OBA
Financial
Services,
Inc.
shareholders,
on
the
expected
terms
and
schedule;
delay
in
closing
the
Merger;
difficulties
and
delays
in
integrating
the
FNB
and
OBA
Financial,
Inc.
businesses
or
fully
realizing
cost
savings
and
other
benefits;
business
disruption
following
the
Merger;
changes
in
asset
quality
and
credit
risk;
the
inability
to
sustain
revenue
and
earnings
growth;
changes
in
interest
rates
and
capital
markets;
inflation;
customer
acceptance
of
FNB
products
and
services;
customer
borrowing,
repayment,
investment
and
deposit
practices;
customer
disintermediation;
the
introduction,
withdrawal,
success
and
timing
of
business
initiatives;
competitive
conditions;
the
inability
to
realize
cost
savings
or
revenues
or
to
implement
integration
plans
and
other
consequences
associated
with
mergers,
acquisitions
and
divestitures;
economic
conditions;
and
the
impact,
extent
and
timing
of
technological
changes,
capital
management
activities,
and
other
actions
of
the
Federal
Reserve
Board
and
legislative
and
regulatory
actions
and
reforms.
F.N.B.
Corporation
undertakes
no
obligation
to
revise
these
forward-looking
statements
or
to
reflect
events
or
circumstances
after
the
date
of
this
presentation.
ADDITIONAL
INFORMATION
ABOUT
THE
MERGER
F.N.B.
Corporation
and
OBA
Financial
Services,
Inc.
will
file
a
proxy
statement/prospectus
and
other
relevant
documents
with
the
SEC
in
connection
with
the merger.
SHAREHOLDERS
OF
OBA
FINANCIAL
SERVICES,
INC.
ARE
ADVISED
TO
READ
THE
PROXY
STATEMENT/PROSPECTUS
WHEN
IT
BECOMES
AVAILABLE
AND
ANY
OTHER
RELEVANT
DOCUMENTS
FILED
WITH
THE
SEC,
AS
WELL
AS
ANY
AMENDMENTS
OR
SUPPLEMENTS
TO
THOSE
DOCUMENTS,
BECAUSE
THEY
WILL
CONTAIN
IMPORTANT
INFORMATION.
The
proxy
statement/prospectus
and
other
relevant
materials
(when
they
become
available),
and
any
other
documents
F.N.B.
Corporation
and
OBA
Financial
Services,
Inc.
have
filed
with
the
SEC,
may
be
obtained
free
of
charge
at
the
SEC's
website
at
www.sec.gov.
In
addition,
investors
and
security
holders
may
obtain
free
copies
of
the
documents
F.N.B.
Corporation
has
filed
with
the
SEC
by
contacting
James
Orie,
Chief
Legal
Officer,
F.N.B.
Corporation,
One
F.N.B.
Boulevard,
Hermitage,
PA
16148,
telephone:
(724)
983-3317;
and
free
copies
of
the
documents
OBA
Financial
Services,
Inc.
has
filed
with
the
SEC
by
contacting
Charles
E.
Weller,
President
and
Chief
Executive
Officer,
OBA
Financial
Services,
Inc.,
20300
Seneca
Meadows
Parkway,
Germantown,
MD
20876,
telephone:
(301)
916-0742.
F.N.B.
Corporation
and
OBA
Financial
Services,
Inc.
and
certain
of
their
directors
and
executive
officers
may
be
deemed
to
be
participants
in
the
solicitation
of
proxies
from
shareholders
of
OBA
Financial
Services,
Inc.
in
connection
with
the
proposed
merger.
Information
concerning
such
participants'
ownership
of
OBA
Financial
Services,
Inc.
common
shares
will
be
set
forth
in
the
proxy
statement/prospectus
relating
to
the
merger
when
it
becomes
available.
This
communication
does
not
constitute
an
offer
of
any
securities
for
sale.
2 |
 Strategic
expansion along vibrant I-270 corridor Significant commercial banking and retail
opportunities
Expansion into Montgomery County provides
access to over 4,500 additional commercial
prospects
(2)
Continues build out of distribution network in Maryland
Pro forma $1.5 billion in assets, $1.2 billion in
deposits and 31 branch locations
Strong momentum in the market from Annapolis
Bancorp and BCSB Bancorp acquisitions
Leverages banking team and infrastructure
established in the market
Adds deployable capital to support F.N.B. future growth
OBA is significantly overcapitalized with TCE of
18.76%
Adds ~30bps to F.N.B. Pro Forma TCE/TA ratio
Low execution risk
Experienced regional leadership in place
Experienced acquiror and integrator
Opportunity Overview
3
Source:
Deposit
and
demographic
data
per
SNL
Financial;
deposits
as
of
June
30,
2013.
(1)
Pro forma for completed BCSB Bancorp acquisition.
(2)
Businesses with revenue greater than $1 million. Data per Hoovers.
(3)
FNB pro forma with OBA Financial.
(4)
Weighted average by county, standalone excluding OBA
County
Branches
(3)
Deposits in Market
(3)
($000)
HH Income
($ -
2013)
Baltimore
12
445,636
63,371
Anne Arundel
8
315,773
84,511
Montgomery
4
239,381
94,705
Harford
4
92,856
78,058
Howard
2
69,092
105,203
Queen Anne’s
1
41,862
80,074
FNB Total Franchise
(4)
46,906
Continues Successful Expansion in Maryland
OBA Financial (6 branches, $386 mm assets)
F.N.B.
(283
branches,
$14
bn
assets
(1)
) |
 Maryland Market Growth Timeline
4
Successful acquisition strategy provides a platform for organic growth
June 2013
October 2012
January 2013
March 2014
Announce
Annapolis Bancorp
acquisition
(Market Entry)
Assets: $437 mm
Deposits: $343 mm
Open Regional
Headquarters in
Downtown Baltimore
Bank
Acquisitions:
Other
Actions:
Establish regional
management team
led by Mac Tisdale
12/31/2012:
Market Rank N/A
Deposits: $0 mm
12/31/2013:
Market Rank (Maryland) #13
Market Rank (Baltimore MSA) #10
Deposits
(1)
: $1.2 bn
April 2014
(1) Source: SNL Financial as of June 30, 2013, pro forma for OBA
Financial.
Announce
BCSB Bancorp
acquisition
Assets: $642 mm
Deposits: $561 mm
Announce
OBA Financial
acquisition
Assets: $386 mm
Deposits: $289 mm |
 (1)
Based on FNB 20 day average closing stock price as of Monday, April 7, 2014 of $13.23.
(2)
Excluding one-time costs.
Transaction Overview
5
Consideration
$23.56
(1)
per OBA Financial Services share
Fixed 1.781x exchange ratio
100% stock
Gross Credit Mark
3% of loans (diligence covered over 90% of commercial portfolio)
Detailed Due Diligence
Completed
Required Approvals
Customary regulatory and OBA Financial Services shareholders
Expected Closing
Q3 2014
Key Assumptions
Cost savings estimated at 40% of OBAF’s expense base, incl. non-cash
items One-time transaction expenses of approximately $9.5 million,
pre-tax Financial Impact
Meaningful accretion to capital in an EPS-friendly way
~2.5% accretive to tangible book value per share
~30bps accretive to F.N.B. Pro Forma TCE/TA
Accretive on a marginal basis to earnings per share
Slightly dilutive to total F.N.B. earnings per share in Q4 2014
(2)
Neutral to total F.N.B. earnings per share in the first full year and
accretive thereafter |
 •
Headquartered in Germantown, Maryland
•
Founded in 1861; one of the oldest financial institutions in the
country
•
Operates 6 branches in Montgomery, Howard and Anne Arundel Counties
•
Completed demutualization / IPO in 2010 (Ticker: OBAF)
Completed $46 million capital raise in January 2010
Successfully transitioned to a more commercial orientation
•
Market Capitalization: $74 million
•
Balance sheet as of December 31, 2013
$386 million in assets
$300 million in net loans
$289 million in deposits
TCE / TA: 18.76%
•
Well-run institution in one of the most dynamic markets in the U.S.
Overview of OBA Financial Services
6
Source: SNL Financial. Market data as of April 7, 2014 |