WashingtonFirst Bankshares Inc
WashingtonFirst Bankshares — Merger or Acquisition (May 2017)
15 slides from WashingtonFirst Bankshares's merger presentation, May 16, 2017
Slide 1: Acquisition of WashingtonFirst Bankshares, Inc.
1 Acquisition of WashingtonFirst Bankshares, Inc. May 16, 2017 Daniel J. Schrider President & Chief Executive Officer Philip J. Mantua Executive Vice President & Chief Financial Officer
Slide 2: Forward-Looking Statements
2 2 Forward - Looking Statements FORWARD - LOOKING STATEMENTS This communication contains forward - looking statements within the meaning of the Private Securities Litigation Reform Act of 199 5 with respect to the financial condition, results of operations, plans, objectives, future performance and
Slide 3: Transaction Rationale
3 Transaction Rationale 3 Increases Presence and Market Share in Key Washington, DC Metro Area Markets Complementary Business and Cultural Fit Lower Transaction Risk ♦ Combination of Sandy Spring Bancorp and WashingtonFirst consistent with Sandy Spring strategic objectives. ♦ Pro forma traditional b
Slide 4: Compatible Corporate Profiles
4 Compatible Corporate Profiles 4 ♦ Headquartered in Olney, MD, an affluent suburb of Washington, DC ♦ Oldest independent bank of local origin ♦ 44 community banking offices in Maryland, Northern Virginia & DC along with 8 loan production offices ♦ $5.20 billion in assets (as of 3/31/17) ♦ $1.04 bil
Slide 5: More About WashingtonFirst Bankshares, Inc.
5 More About WashingtonFirst Bankshares, Inc. 5 (1) Five year compound annual growth rate (CAGR) measured between March 31, 2012 to March 31, 2017 (2) As of or for the latest twelve months ended March 31, 2017 Source: Company filings and S&P Global Market Intelligence ♦ Recognized performance » Top
Slide 6: Greater Scale and Efficiency in the Delivery System
6 Greater Scale and Efficiency in the Delivery System 6 ♦ Scale of the Washington D.C. Market » Total population of 6.1 million (6th in the U.S.) » GDP of $471 billion (6th in the U.S.) » 220,000 businesses (8th in the U.S.) ♦ Increased customer penetration in Maryland, Virginia and the Washington,
Slide 7: Complementary Loan and Deposit Profiles
7 Complementary Loan and Deposit Profiles 7 Res Mtg 26% CRE Occ 19% CRE Inv 25% C&D 8% C&I 11% Cons 11% Loan Portfolio Deposit Mix Total loans: $3.99 billion Average yield (FTE): 4.16% Sandy Spring Non - Int Brg. 31% NOW 17% Savings 9% MMDA 27% Time 16% Total deposits: $3.80 billion (cost = 0.25%) L
Slide 8: Balanced Fee Income Mix
8 Mortgage 25% Trust & Wealth 2% Insurance 0% Other Fee Income 2% Net Interest Income 71% Balanced Fee Income (1) Mix 8 Source: Company filings. Data is for the latest twelve months ended March 31, 2017 (1) Fee income / other fee income excludes gain on sale of investment securities and gain on debt
Slide 9: Summary of Terms and Key Transaction Metrics
9 Summary of Terms and Key Transaction Metrics 9 Transaction Summary (1) Transaction Valuation (1),(2) ♦ Offer price per share (1) : $36.50 ♦ Transaction value: $488.9 million in the aggregate ♦ Consideration mix: 100% SASR stock (cash out of WFBI options) ♦ Exchange ratio: 0.8713 SASR (subject to p
Slide 10: Transaction Assumptions and Considerations
10 Transaction Assumptions and Considerations 10 Restructuring Charges and Cost Savings Acquisition Accounting Adjustments Other Considerations ♦ Cost savings targeted at 39% of WFBI non - interest expenses ♦ Approximately 80% of cost savings to be realized during 2018; 100% realized in 2019 ♦ Trans
Slide 11: Illustration of the Pricing Mechanism
11 Illustration of the Pricing Mechanism 11 $29.00 $31.00 $33.00 $35.00 $37.00 $39.00 $41.00 $43.00 $45.00 $47.00 Offer Price per Share Sandy Spring Parent Average Price (1) Floating Ratio Fixed Ratio (1) Parent Average Price is defined in the Merger Agreement as Sandy Spring’s twenty day volume wei
Slide 12: Summary of Transaction Impacts and Pro Forma Capital Ratios
12 Pro forma Capital Ratios (5) Summary of Transaction Impacts 12 ♦ 2018E EPS impact: 8.3% accretive (1) ♦ 2019E EPS impact: 12.7% accretive (1) ♦ Pro forma TBV dilution at close: 4.8% dilutive (2) ♦ TBV earnback: 3.75 years (3) ♦ Internal rate of return: > 15.0% (4) (1) Estimated based on consensus
Slide 13: Scarcity Value in Major Metro Market
13 Scarcity Value in Major Metro Market 13 “Growth” Metro Areas “Pure Play” Major Metro Area Franchise “Highly Profitable” Between $5B and $9B Exchange Traded Depositories with Assets Between $5B and $9B 4 Institutions (including proforma SASR) 10 Institutions 27 Institutions 43 Institutions Source:
Slide 14: Investment Thesis for Pro Forma Sandy Spring
14 14 Investment Thesis for Pro forma Sandy Spring ♦ Coupling of Sandy Spring’s stand - alone momentum with WashingtonFirst to further enhance earnings trajectory and shareholder value » Follow up to stand - alone SASR strong Q1 ‘17 with WashingtonFirst franchise that has driven strong asset, fee -
Slide 15: Up Seeisore
Up Seeisore Sandy Spring
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