Attached files
| file | filename |
|---|---|
| 8-K - FORM 8-K - LNB BANCORP INC | d838266d8k.htm |
| EX-99.1 - EX-99.1 - LNB BANCORP INC | d838266dex991.htm |
| EX-4.1 - EX-4.1 - LNB BANCORP INC | d838266dex41.htm |
| EX-99.3 - EX-99.3 - LNB BANCORP INC | d838266dex993.htm |
| EX-2.1 - EX-2.1 - LNB BANCORP INC | d838266dex21.htm |
| EX-99.2 - EX-99.2 - LNB BANCORP INC | d838266dex992.htm |
| EX-99.5 - EX-99.5 - LNB BANCORP INC | d838266dex995.htm |
 Welcome to Northwest
Exhibit 99.4 |
 2
Additional Information for
Shareholders of LNB Bancorp, Inc.
Communications in this document do not constitute an offer to sell or the
solicitation of an offer to buy any securities or a solicitation of any vote
or approval. In connection with the proposed merger, Northwest Bancshares,
Inc. (“Northwest”) will file with the Securities and Exchange Commission (SEC) a Registration
Statement on Form S-4 that will include a Proxy Statement of LNB Bancorp, Inc.
(“LNB”), as well as other relevant documents concerning the
proposed transaction. Shareholders are urged to read the Registration
Statement and the Proxy Statement/Prospectus regarding the merger 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. A free copy of the Proxy Statement/Prospectus,
as
well
as
other
filings
containing
information
about
Northwest
and
LNB,
may
be
obtained
at
the
SEC’s
Internet site (http://www.sec.gov). You will also be able to obtain these
documents, free of charge, from Northwest
at
www.northwestsavingsbank.com
under
the
tab
“Investor
Relations”
and
then
under
the
heading
“SEC
Filings”
or
from
LNB
by
accessing
LNBs
website
at
www.4lnb.com
under
the
heading
“Investor
Relations”
and
then
under
the
tab
“LNB
Bancorp”
and
then
“SEC
Filings”
Northwest
and
LNB
and
certain
of
their directors and executive officers may be deemed to be participants in the
solicitation of proxies from the shareholders of LNB in connection with the
proposed merger. Information about the directors and executive officers of
Northwest is set forth in the proxy statement for Northwest’s 2014 annual meeting of shareholders,
as filed with the SEC on a Schedule 14A on March 5, 2014. Information about the
directors and executive officers of LNB is set forth in the proxy statement
for LNB’s 2014 annual meeting of shareholders, as filed with the SEC on
a Schedule 14A on March 11, 2014. Additional information regarding the interests of those
participants
and
other
persons
who
may
be
deemed
participants
in
the
transaction
may
be
obtained
by
reading the Proxy Statement/Prospectus regarding the proposed merger when it
becomes available. Free copies of this document may be obtained as described
in the preceding paragraph. |
 3
Disclosures
Forward-Looking Statement
This presentation contains certain forward-looking statements within the meaning of
the Private Securities Litigation Reform Act of 1995. These statements include, but are not
limited to, descriptions of Northwest’s financial condition, results of operations, asset and credit
quality trends and profitability and statements about the expected timing, completion, financial
benefit and other effects of the proposed mergers. Forward-looking statements can be
identified by the use of the words “anticipate,” “believe,” “expect,” “intend,” “could” and “should,”
and other words of similar meaning. These forward-looking statements express management’s
current expectations or forecasts of future events and, by their nature, are subject to risks
and uncertainties and there are a number of factors that could cause actual results to differ
materially from those in such statements. Factors that might cause such a difference include, but are
not limited to: market, economic, operational, liquidity, credit and interest rate risks
associated with Northwest’s ' business; competition; government legislation and policies
(including the impact of the Dodd-Frank Wall Street Reform and Consumer Protection Act and its
related regulations); ability of Northwest to execute its business plan, including the proposed
acquisition of LNB Bancorp; changes in the economy which could materially impact credit quality
trends and the ability to generate loans and gather deposits; failure or circumvention of Northwest’s internal controls; failure or
disruption of our information systems; failure to adhere to or significant changes in accounting, tax
or regulatory practices or requirements; new legal obligations or liabilities or unfavorable
resolutions of litigations; other matters discussed in this presentation and other factors
identified in Northwest’s Annual Report on Form 10-K and other periodic filings with the
Securities and Exchange Commission. These forward-looking statements are made only as of
the date of this presentation, and Northwest undertakes no obligation to release revisions
to these forward-looking statements to reflect events or conditions after the date of this
presentation. Non-GAAP Financial
Measures These
slides contain non-GAAP financial measures. For purposes of Regulation G, a non-GAAP financial measure is a numerical measure
of the registrant's historical or future financial performance, financial position or cash flows that
excludes amounts, or is subject to adjustments that have the effect of excluding amounts, that
are included in the most directly comparable measure calculated and presented in accordance
with GAAP in the statement of income, balance sheet or statement of cash flows (or equivalent statements) of the issuer; or
includes amounts, or is subject to adjustments that have the effect of including amounts, that are
excluded from the most directly comparable measure so calculated and presented. In this regard,
GAAP refers to generally accepted accounting principles in the United States. Pursuant to the
requirements of Regulation G, Northwest has provided reconciliations within the slides, as necessary, of the non-
GAAP financial measure to the most directly comparable GAAP financial measure.
|
 Our
Goals Today 4
•
Develop a comfort with Northwest’s culture, priorities
and focus on employees and customers
•
Build confidence in Northwest’s capabilities to
compete and grow in Ohio
•
Discuss the merits of our strategic alliance
•
Present our vision for the future of our combined Ohio
presence
•
Present the merits of Northwest’s Employee Benefit
Package
•
Stimulate enthusiasm about joining the Northwest
team |
 ABOUT NORTHWEST
5 |
 Northwest’s Culture
Mission Statement
“Building loyalty, trust
and value
among our Employees,
Customers, Communities
and
Shareholders.”
6 |
 Loyalty
We believe that the most significant strength
of our company is our employees. They are
loyal, multi-tasking and customer-focused.
They embrace our culture and support our
philosophy. We believe that they care about
our Company because our Company cares
about them.
7 |
 Trust
An Organization Built on Trust
•
Our employees trust that the Board and
Management will always do what is right for our
employees, our customers and the Company.
•
Our Board and Management trust that all
Northwest employees will perform their duties
to the best of their abilities.
8 |
 Value
9
Northwest has demonstrated the ability to both safely leverage its capital
and change its strategic direction when necessary.
Asset Growth
$0.0
$1.0
$2.0
$3.0
$4.0
$5.0
$6.0
$7.0
$8.0
$9.0
$1.9
$2.1
$2.6
$3.1
$3.4
$3.9
$4.3
$5.2
$5.8
$6.3
$6.4
$6.5
$6.7
$6.9
$8.0
$8.1
$8.0
$7.9
$7.9 |
 Value
10
Growth of our Franchise Since IPO
•
About 50% of our balance sheet growth was organic. The other 50% was
accomplished through mergers and acquisitions.
•
Organic Growth 57
De Novo Branch Openings •
Merger and Acquisition activity:
o
Branch Purchases – 11 acquisitions with 8 different banks from
which we acquired 43 offices
o
Whole Bank Acquisitions – 10 acquisitions from which we acquired
32 new offices
o
We have also acquired an independent trust company, several
wealth management companies, a retirement benefits consulting
firm and several insurance benefit consulting firms
o
Formed an Oil and Gas Advisory Group |
 Northwest’s Current Footprint
11
Northwest
Savings
Bank Locations
Northwest Consumer
Discount Company
Locations
Pennsylvania
137
50
New York
19
0
Ohio
4
0
Maryland
4
0
TOTAL
164
50 |
 Corporate Profile and Overview
•
164 retail banking locations
•
50 consumer finance
•
2,044 full-time equivalent employees
•
Total assets of $7.82 billion
•
Net loans of $5.88 billion
•
Deposits of $5.71 billion
12 |
 National Recognition
13
Loyalty
•
For four of the last five years J.D. Power has recognized Northwest as
having the highest customer satisfaction of any bank in the Mid-Atlantic
Region
Trust
•
Named
one
of
“Forbes
100
Most
Trustworthy
Companies”
in
2009
and
2012
•
Named
one
of
“Forbes
50
Most
Trustworthy
Financial
Institutions”
in
2013
Value
•
For three consecutive years KBW named Northwest to its Bank
Honor Roll for its financial performance over
the past 10 years (only 30 to
40 banks recognized)
•
Bank Directors’
Magazine “Top 50 (banks) Users of
Capital
in The Country” |
 Value
Price Performance Since IPO
(11/4/94)
14
COMPARISON OF CUMULATIVE TOTAL RETURN*
Among Northwest Bancshares, Inc., the S&P 500 Index and the SNL U.S. Bank
Index * $100 invested on 12/31/08 in stock or index, including reinvestment
of dividends. Fiscal year ending December 31. |
 THE MERGER OF
NORTHWEST BANK AND
LORAIN NATIONAL BANK
AN EXCITING OPPORTUNITY FOR
BOTH COMPANIES
15 |
 Keys to Success
16
A Focus on Our Employees and Customers
•
Create an environment where Lorain National
Bank employees are eager to join the
Northwest team and contribute to our
combined success
•
Ensure a transition for LNB’s customers that is
as seamless as possible |
 Why
Lorain National Bank? 17
•
Similar history, philosophies, culture and products and service mix
o
LNB
founded
in
1905
–
Northwest
in
1894
o
Both institutions are true community banks
o
Both have relatively simple and straightforward products and
services
o
Both focused on quality customer service
•
Solid management team making great progress
•
Good
branches
–
good
loan
and
deposit
mixes
•
Specialized indirect auto lending and SBA lending business lines
would be new niches for Northwest and something we see as scalable
•
Closer to our corporate offices than many of our
existing regions
|
 Why
Ohio? 18
•
Ohio is a natural extension of our market
•
The bonds between eastern Ohio and western
Pennsylvania will continue
to strengthen with the ongoing development of the
shale gas industry. •
Similarities in Midwest culture, values and work ethic
•
Market similarities to Northwest’s best performing markets
o
LNB’s presence in Lorain County, Ohio much like Northwest’s in
Erie County, Pennsylvania (Number 2 in market share)
o
Strong community presence and support
o
Small
towns
in
Ohio
–
small
towns
in
Pennsylvania |
 Northwest Regions
19
Northwest PA
$1.80 billion
Ohio
$1.14 billion
Southwest PA
$1.03 billion
Erie PA
$800 million
New York
$617 million
Central PA
$599 million
Eastern PA
$485 million
Maryland
$270 million
The addition of Lorain National Bank will make
Northwest’s Ohio Region the bank’s second largest region.
(by deposit size) |
 Together…A Formidable Presence in
Ohio and Pennsylvania
20
LNBB
Branches
NWBI
Branches |
 Our Vision for the Ohio Market
21
•
LNB’s management team, led by Dan Klimas, will
become Northwest’s management team for the Ohio
Region and the foundation for future growth in this
market.
•
Regional headquarters will remain in Lorain.
•
Northwest’s Ohio management team will have decision
making authority supported by Northwest’s
administrative and operations staff in Warren, PA.
•
Northwest will continue LNB’s tradition of community
support and involvement in the Ohio market. |
 What Should You Expect?
•
Northwest has a longstanding tradition for compassion in its dealings with
employees.
•
Northwest
currently
has
only
a
limited
presence
in
Ohio
and
does
not
have
a
regional management team. Your institution will become the foundation for
our future in Ohio.
•
There will not be a significant loss of jobs compared to most mergers of this
size and nature. Some displacement will occur.
o
Opportunities in other areas may be available
o
Career counseling will be provided
o
Displaced employees will receive two weeks of pay for each year of
service, with a maximum of 26 weeks and a minimum of four weeks.
Medical insurance will continue to be provided for the same
length
of time.
22 |
 Northwest Value to LNB Customers
•
Exceptional Customer Service
o
Ranked by J.D. Power and Associates for “Highest in Customer
Satisfaction in the Mid-Atlantic Region,”
four of the last five years
o
Bankline, 24-hour automated telephone banking
o
Northwest Direct live customer service
•
Comprehensive Product and Service Offering
o
Personal and Business Banking (Deposits and Loans)
o
Cash Management Services
o
Investment Management, Trust and Retirement Services
o
Personal and Business Insurance
o
Oil, Gas and Mineral Management Services
23 |
 Northwest Customer Value, cont.
•
Convenience
o
164 full-service offices (184 with merger)
o
269 ATMs throughout its footprint (297 with merger)
160 Northwest ATMs accept cash and check deposits 24/7
Freedom Alliance and Allpoint ATM networks -
free
access to more than 55,000 ATMs nationwide
o
Northwest Visa Check Card with GO! Rewards
o
Online Banking, Bill Pay and eStatementsPLUS
o
Mobile Banking with Mobile Deposit
24 |
 |
 FULL-TIME EMPLOYEE
BENEFITS
26 |
 Tobacco User
Employee
$27.00
$40.50
Child
$27.00
$40.50
Spouse
$33.75
$50.75
Medical Benefits
•
Preferred Provider Organization (PPO) Plan through Highmark BCBS
•
In-network Benefits
o
Single
deductible
-
$150,
Maximum
family
deductible
-
$300
o
15% co-insurance
o
Out-of-pocket
limit
(excludes
deductible
and
Rx
expense)
-
$1,000
for
individuals, $2,000 for a family
•
Out-of-Network Benefits
o
Single
deductible
-
$400,
maximum
family
deductible
-
$800
o
35% co-insurance
o
Out-of-pocket
limit
(excludes
deductible
and
Rx
expense)
-
$2,000
for
individuals, $4,000 for a family
•
Current bi-weekly cost:
27
Non-Tobacco User |
 Outpatient Prescription Drug Benefits
28
•
No deductible
•
Generics
–
5%
co-insurance
payment
•
Brand
drugs
–
15%
co-insurance
payment |
 Dental Benefits
•
No network
•
No deductible
•
Co-insurance rate varies from 0-50% based on
procedure performed
•
Maximum benefit payment per calendar year is $1,000
•
Current bi-weekly cost:
29
Non-Tobacco User
Tobacco User
Employee
$3.25
$4.75
Child
$3.25
$4.75
Spouse
$3.90
$5.85 |
 Retirement Benefits
30
•
Pension
Plan
–
no
prior
service
credit
o
Eligibility
requirements
–
21
or
older,
1,000
hours or more worked in a calendar year
o
Vesting
–
after
receiving
5
years
of
credited
service
–
100%
vested
o
Basic
calculation
–
1%
of
base
earnings
for
each
year of credited service (1,000 hours or more) |
 Retirement Benefits
31
•
401(k) Plan –
vesting credit for service with LNB
o
Eligibility
requirements
to
contribute
–
age
21
or
older
o
Eligibility
requirements
to
earn
match
–
21
or
older
and worked 1,000 hours or more in a calendar year
o
Match -
$0.50/$1.00 for the first 6% of base pay
contributed
o
28 investment options
o
Vesting –
6 year graduated schedule on match |
 Retirement Benefits
32
•
Employee
Stock
Ownership
Plan
“ESOP”
–
no
prior
service credit
o
Discretionary contributions are made in company
stock and are distributed based on eligible base
income
o
Eligibility requirements –
21 or older, 1,000 hours or
more worked in a calendar year
o
Vesting –
6 year graduated schedule
o
Average
benefit
–
1.5
–
2%
of
base
earnings |
 Paid Time Off
33
You will be given credit for prior years of service with LNB
•
Vacation
based
on
years
of
full-time
service
–
maximum benefit is 5 weeks
•
Sick
Days
–
up
to
6
days
per
calendar
year
•
Bank
Holidays |
 Life Insurance
34
•
Group Term Life Insurance Coverage
•
Accidental Death & Dismemberment “AD&D”
Coverage
–
Full-time
Employees
only
•
Business Travel Accident Coverage |
 Other Benefits
35
•
Discretionary
Holiday
Bonus
–
no
prior
service
credit
o
Typically
2%
–
5%
of
eligible
base
salary
•
Disability Benefits
•
Employee Assistance Plan
•
Flexible Spending Account
•
Free or Discounted Bank Services |
 Thank you for
your attendance.
We look forward to
having you on our team. |