Nbt Bancorp Inc. · NASDAQ:NBTB
Nbt Bancorp — Merger or Acquisition (October 2012)
16 slides from Nbt Bancorp's merger presentation, Oct 8, 2012
Slide 1: Acquisition of Alliance Financial Corporation
October 8, 2012 Acquisition of Alliance Financial Corporation
Slide 2: Forward-Looking Statements
Forward-Looking Statements This presentation may contain forward-looking statements regarding NBT Bancorp Inc. These statements constitute forward-looking information within the definition of the Private Securities Litigation Reform Act of 1995. Actual results may differ materially from any forward-
Slide 3: Important Information for Investors
Important Information for Investors NBT will be filing a registration statement on Form S-4 containing a joint proxy statement/prospectus and other documents regarding the proposed transaction with the SEC. NBT and Alliance stockholders and investors are urged to read the joint proxy statement/prosp
Slide 4: Participants in the Solicitation
Participants in the Solicitation NBT Bancorp Inc. and Alliance Financial Corporation and certain of their directors and executive officers may be deemed to be participants in the solicitation of proxies from the stockholders of NBT and Alliance in connection with the proposed merger. Information abo
Slide 5: Continued market expansion with acquisition of "central New York's premier bank"
Continued market expansion with acquisition of “central New York’s premier bank” Replication of our Upstate NY success Alliance’s central New York market: NBT understands it and has had success in similar markets! Syracuse Market NBT has been interested in entering the Syracuse market for a prolonge
Slide 6: Strategic extension of our footprint
Strategic extension of our footprint NBT Bank and its Divisions (137) Alliance Bank (28)
Slide 7: Alliance Financial Corporation
Alliance Financial Corporation Financial Information Market Information As of June 30, 2012, $ in thousands As of October 5, 2012 Assets $1,422,838 Stock Price $39.41 Loans $889,560 Market Cap. $188.54 million Deposits $1,106,572 52 Week Hi-Low $27.55 - $41.85 Exchange NASDAQ Equity $146,844 Avg. Da
Slide 8: Summary of Key Terms
Summary of Key Terms Structure 100% common stock, fixed exchange ratio – 2.1779 for 1.000 Price & Shares Issued Appx. 10.5 million shares issued, pro forma Alliance ownership 24% Structure Transaction Value Aggregate value of $233.4 million, per share value of $48.00 Price / 2013 Est. EPS 20.6x (doe
Slide 9: Financially Attractive
Financially Attractive Earnings Accretion Approximately 3% in second half of 2013 and 6% in 2014 Accretion Tangible Book Dilution 5.65% Capital Tangible Book Earnback 5.47 years Impact Pro Forma Total Capital 12.38% (NBT 12.03% as of June 30, 2012) Internal Rate of Return 15-16% NBT Shareholder Retu
Slide 10: Pro Forma Company
Pro Forma Company Nearly 25% Growth; Remains Well-Capitalized Balance Sheet and Capital As of June 30, 2012, $ in thousands Assets $7,474,424 Loans $5,065,313 Deposits $6,691,492 Equity $782,931 Tangible Equity 6.81% Tier 1 Leverage 8.62% Tier 1 Capital 11.12% Total Capital 12.38% Alliance’s Ownersh
Slide 11: Loan and Deposit Portfolios
Loan and Deposit Portfolios No Significant Shift in NBT Mix Loan Porfolio Breakdown ($ millions) NBT Bank (6/30/12) Alliance Bank (6/30/12) Pro Forma (6/30/12) $ % $ % $ % Loans Residential Mortgages 631 15% 321 36% 952 19% Indirect 924 22% 189 21% 1,113 22% Commercial and Industrial 691 17% 154 17%
Slide 12: High Quality Partner
High Quality Partner Elevated Tangible Book Value Multiple Price / Tangible Book Value 400 350 300 250 200 211% 150 100 50 0 2007 2008 2009 2010 2011 YTD 2012 12 Regional Bank Median NBT ALNC CBU TMP Price TBV Deal
Slide 13: High Quality Partner
High Quality Partner Elevated Tangible Book Value Multiple • 2.11x tangible book value (TBV) – Bank trading multiples in our market – Both our currencies trade at a premium to TBV – Alliance is a high quality institution and desirable partner • Why 5.5 years earn back on TBV is not a concern – Long-
Slide 14: Low Integration Risk
Low Integration Risk • Three successful acquisitions in the last 12 months – Demonstrated successful customer transition – Experienced NBT conversion team • NBT’s operations in contiguous markets have established a presence in Alliance’s markets • Leadership retention – Regional President position t
Slide 15: A strategic community banking partnership in central New York.
A strategic community banking partnership in central New York. 15
Slide 16: Questions?
Questions? Please Contact Us! Martin A. Dietrich President and Chief Executive Officer (607) 337-6119 mdietrich@nbtbank.com Michael J. Chewens Senior Executive Vice President and Chief Financial Officer (607) 337-6520 mjchewens@nbtbci.com 16