F.n.b. Corporation · NYSE:FNB
F.n.b — Merger or Acquisition (July 2021)
9 slides from F.n.b's merger presentation, Jul 13, 2021
Slide 1: Acquisition of Howard Bancorp, Inc.
Acquisition of Howard Bancorp, Inc. July 13, 2021 Exhibit 99.2
Slide 2: Disclaimer
Disclaimer This presentation contemplates a business combination pursuant to a merger agreement, dated as of July 12, 2021, between F.N.B. Corporation and Howard Bancorp, Inc. This presentation discusses the proposed transaction and does not purport to be all-inclusive, or to give you any legal, tax
Slide 3: Transaction Highlights
Transaction Highlights Howard Bancorp Acquisition Represents a Strategic Transaction with Attractive Financial Impacts and Low Execution Risk 4% EPS accretion with fully phased-in cost savings Enhances key profitability metrics, including a >200 bps improvement in Efficiency ratio Limited TBV diluti
Slide 4: Overview of Howard Bancorp, Inc.
Overview of Howard Bancorp, Inc. Howard Bancorp is a Commercial-Focused Lender with a Strong Operating Profile Overview of Howard Bancorp Howard Bancorp Financial Summary Howard Bancorp Loan & Deposit Composition Market Position: Baltimore MSA Deposit Share Loans: $1.9Bn Yield on Loans: 4.22% Deposi
Slide 5: Strategic In-Market Transaction with Low Execution Risk
Strategic In-Market Transaction with Low Execution Risk Enhances Presence within the Baltimore MSA & Mid-Atlantic Region, While Allowing for Significant Cost Savings Opportunities FNB Operates a Well-Diversified Footprint Enhances Baltimore Presence with Howard Bancorp Acquisition Trenton Philadelph
Slide 6: Attractive Financial Impacts
Attractive Financial Impacts Howard Bancorp Represents a Financially-Compelling Transaction for FNB, While Preserving Tangible Book Value and Capital Notes: Based on pro forma impacts including fully phased-in cost savings Includes full impact of one-time merger expenses in pro forma closing impacts
Slide 7: FNB is an Experienced Acquirer in the Dynamic Maryland Market
FNB is an Experienced Acquirer in the Dynamic Maryland Market Mid-Atlantic Franchise Has Been Augmented by Attractively-Priced Acquisitions Baltimore is an Attractive Market Howard Bancorp Represents our Fourth Maryland Transaction for a Weighted Average Entry Price of 1.5x TBV Acquisition State Ann
Slide 8: Transaction terms
Consideration Mix – 100% stock Exchange Ratio – 1.8 shares of FNB common stock for each share of Howard Bancorp common stock Transaction Value – $418MM deal value, or $21.96 per share (1) Price / TBV – 1.6x Price / Forward EPS with Cost Savings – 8.8x Cost Savings – >50% cost savings on Howard Banco
Slide 9: Key Takeaways
Key Takeaways Low Execution Risk Attractive Financial Impacts Strategic Transaction