California Bancorp · NASDAQ:BCAL
California Bancorp — Merger or Acquisition (January 2024)
23 slides from California Bancorp's merger presentation, Jan 30, 2024
Slide 1: Transformational Merger Creating a Premier California Business Bank
Exhibit 99.2 Southern California Bancorp + California BanCorp Transformational Merger Creating a Premier California Business Bank January 30, 2024
Slide 2: Forward Looking Statements
Forward Looking Statements This communication may contain certain forward-looking statements, including but not limited to certain plans, expectations, projections and statements about the benefits of the proposed merger (the “Merger”) of Southern California Bancorp (“SCB”) and California BanCorp (“
Slide 3: Disclaimer
Disclaimer ADDITIONAL INFORMATION AND WHERE TO FIND IT In connection with the Merger, SCB will file with the SEC a Registration Statement on Form S-4 that will include a joint proxy statement of SCB and CBC and a prospectus of SCB, as well as other relevant documents concerning the proposed transact
Slide 4: Table of Contents
Table of Contents 1. Executive Summary 2. Financial Impact 3. Merger Rationale 4. Conclusions
Slide 5: Executive Summary
Executive Summary SOUTHERN CALIFORNIA California BanCorp BANCORP
Slide 6: Strategic Rationale
Strategic Rationale $4.6B $3.6B $3.8B $384M CALB Full-Service Branch (1) Total Total Total Tangible Common CALB Regional Office (4) Assets Loans Deposits Equity BCAL Branches (13) Creates a premier California business bank by combining two high performing financial institutions in California’s best
Slide 7: A Premier California Business Banking Franchise
A Premier California Business Banking Franchise Pro Forma Franchise • Best in class commercial deposit • Combined footprint across the strongest markets • Branch light, commercial focused base in California, providing ample opportunity for business bank building scale and increasing market share • G
Slide 8: Transaction Summary
Transaction Summary § 100% common stock § Fixed exchange ratio: CALB shareholders to receive 1.59 BCAL shares for each CALB share Structure & § CALB options will be cashed out upon consummation of the transaction Consideration (1) § Total value to CALB shareholders of $26.54, or approximately $234 m
Slide 9: Experienced and Proven Leadership
Experienced and Proven Leadership Executive Management Team Board of Directors 6 6 David Rainer Steve Shelton Executive Chairman Chief Executive Officer Rich Hernandez Tom Sa Tom Dolan President Chief Operating Officer Chief Financial Officer 9
Slide 10: Financial Impact
Financial Impact SOUTHERN CALIFORNIA California BanCorp BANCORP
Slide 11: Key Financial Assumptions
Key Financial Assumptions § Cost savings equal to approximately 15% of combined noninterest expense base Cost Savings § No revenue synergies modeled Merger Related Expenses§ One-time pre-tax merger expenses of approximately $19.5 million (100% booked at close) § Gross loan credit mark of $33.4 milli
Slide 12: Compelling Financial Impact
Compelling Financial Impact GAAP Metrics Excluding Rate Marks 48% 41% 24% 18% Earnings Benefit to Both 2025 EPS 2025 EPS 2025 EPS 2025 EPS Shareholders Accretion / (Dilution) Accretion / (Dilution) Accretion / (Dilution) Accretion / (Dilution) (18%) 2.9 yrs (10%) 2.6 yrs Manageable TBV Dilution TBV
Slide 13: Pro Forma Performance vs. Peers
Pro Forma Performance vs. Peers Potential Benefit 2025E ROAA (%) 2.03 1.63 1.56 1.15 1.15 1.09 1.05 0.99 0.99 0.99 0.90 0.87 0.67 0.55 Pro Peer +0.41% +0.51% WABC CCB Pro BCAL FSBC FSBW CALB BCML Median HTBK BSRR HFWA BMRC MYFW Forma Median Forma 2025E ROATCE (%) 21.6 17.9 15.4 14.4 12.7 11.0 10.7 1
Slide 14: Merger Rationale
Merger Rationale SOUTHERN CALIFORNIA California BanCorp BANCORP
Slide 15: Attractive Market Position
Attractive Market Position California is the largest banking market in the United States th $3.7T 4 39M ~1.4M California GDP Largest economy in the 2022 Population Small Businesses world, behind Germany and ahead of India Southern California is the largest banking market in California th $1.4T 16 22
Slide 16: Aligned Vision
Aligned Vision § Both banks bring skill sets unique to the business banking landscape, leveraging sophisticated underwriting capabilities and treasury management offerings Strategic § Shared vision on areas of focus and direction of growth Strategic strategies § Operationally aligned companies, both
Slide 17: Focused in Large and Growing Markets
Focused in Large and Growing Markets Southern California Bay Area / Northern California Los Angeles Orange Riverside Ventura San Diego San Francisco Marin Contra Costa Santa Clara Alameda Sacramento 9.7M 3.2M 2.5M 833K 3.3M 808K 256K 1.2M 1.9M 1.6M 1.6M 542K 139K 77K 29K 125K 63K 13K 37K 78K 69K 67K
Slide 18: Market Opportunity in California
Market Opportunity in California >1M Businesses Nearly 400K small businesses exist in the Bay Area and >300K Businesses Sacramento >150K Businesses >100K Businesses >75K Businesses Over 1M small businesses exist in Southern California >50K Businesses Source: Employment Development Department State o
Slide 19: Pro Forma Loan & Deposit Composition
Pro Forma Loan & Deposit Composition Loan Composition C&I C&I C&I Consumer & Consumer & Consumer & Other 22% Sponsor 17% 28% Other Other 0.4% Finance 0.2% 0.3% 6% Well-diversified Construction ✔ Construction & Land Construction credit portfolio & Land 3% & Land Sponsor 8% 12% Finance Pro Forma 14% S
Slide 20: Conclusions
Conclusions SOUTHERN CALIFORNIA California BanCorp BANCORP
Slide 21: Benefits to All Stakeholders
Benefits to All Stakeholders Shareholders Employees Clients Community Materially accretive to Similar cultures focused on Ability to serve more Strong commitment to our both entities’ EPS, ROA its community, clients, and clients and service larger communities and ROE employees loans Opportunity to d
Slide 22: Potential Market Value Creation
Potential Market Value Creation Significant Potential Value Created Through Cost Savings $616M (1) $107M § $16.0 million in annual pre-tax cost savings identified $11M § Equal to 15% of combined company’s non-interest expenses After-tax Cost Savings $202M $202M § Size and performance of the pro form
Slide 23: Collaborative Due Diligence Process
Collaborative Due Diligence Process Diligence Overview Process Diligence Focus Areas Finance and Accounting Treasury Management § Led by BCAL and CALB leadership teams § Dedication of company-wide resources and outside Commercial Banking Retail Banking advisors and consultants to assess benefits and
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