Valley National Bancorp · NASDAQ:VLY
Valley National Bancorp — Merger or Acquisition (August 2011)
30 slides from Valley National Bancorp's merger presentation, Aug 2, 2011
Slide 1: Investor Presentation
EXHIBIT 99.1 Investor Presentation
Slide 2: Forward Looking Statements
Forward Looking Statements The foregoing contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995.Such statements are not historical facts and include expressions about management’s confidence and strategies and management’s expectations about ne
Slide 3: Additional Information and Where to Find it
Additional Information and Where to Find it This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitationof anyvote or approval.In connectionwith the proposedmerger,Valleyintendsto file a proxy statement/prospectus withthe Securitiesa
Slide 4: Shareholder Returns
Shareholder Returns Historical Financial Data (1) (Dollars in millions, except for share data) Diluted Earnings Per Return on Return on Cash Dividends Net Income Common Average Average Declared Per Period End Total Assets (2) Share Assets Equity Common Share Common Stock Splits and Dividends 6/30/20
Slide 5: Valley National Bank Today
Valley National Bank Today About Valley Significant Attributes Regional Bank Holding Company Consistent Shareholder Returns Approximately $14.5 Billion in Focus on Credit Quality Assets Conservative Strategies Headquartered in Wayne, New Affluent and Heavily Populated Jersey Footprint th 40 Largest
Slide 6: Management Approach
Management Approach Large Bank that Operates and Feels Like a Small Closely Held Company Large percentage of retail ownership Long-term investment approach Focus on cash and stock dividends Large insider ownership, family members, retired employees and retired directors Market Cap of approximately $
Slide 7: Valley's 2Q 2011 Highlights
Valley’s 2Q 2011 Highlights Announced Merger Agreement with State Bancorp, Inc. Received regulatory approval from the OCC and FRB NY Closing anticipated for 4Q 2011 subject to shareholder approval and other conditions Loan Growth Total non-coveredloansincreasedby $73.0million linked quarter, or 3.7%
Slide 8: Equity Composition / Ratios
Equity Composition / Ratios* As of “Well Capital Ratios 06/30/2011 Capitalized” Tangible Common Equity / LL Reserve 6.86% N/A Tangible Assets 9% Tangible Common Equity / Tangible 9.20% N/A Subdebt Risk-Weighted Assets 6% Common Equity 70% Tier I Common Ratio 9.40% N/A Trust Preferred 13% Tier I 11.0
Slide 9: Asset and Loan Composition
Asset and Loan Composition Non-Covered Loans (Gross) = $9.3 Billion Intangible Total Other Assets 2% Assets* 8% Commercial Cash 4% Construction Real Estate Loans 37% 4% Non-Covered Other Residential Loans 64% Consumer Mortgages 7% 23% Auto Loans Securities 20% 9% Commercial Loans 20% Covered Loans 2
Slide 10: Diversified Commercial Real Estate Portfolio
Diversified Commercial Real Estate Portfolio Primary Property $ Amount % of Average 2% 2%1% Type (Millions) Total LTV Retail 895 27% 49% 6% 27% Industrial 656 19% 52% 7% Apartments 422 13% 45% Office 415 12% 53% 11% Mixed Use 374 11% 45% Healthcare 233 7% 62% Specialty 216 6% 50% 12% 19% Residential
Slide 11: Retail Composition of Commercial Real Estate
Retail Composition of Commercial Real Estate % of Average Retail Property Type Total LTV Multi-Tenanted -Anchor 26% 49% Single Tenant 22% 50% Multi-Tenanted - No Anchor 20% 53% Auto Dealership 12% 50% Private & Public Clubs 6% 33% Food Establishments 5% 54% Entertainment Facilities 4% 45% Private Ed
Slide 12: Construction Loan Composition
Construction Loan Composition Total (Non-Covered) ConstructionLoans- $389Million $ Amount % of Primary Property Type (Millions) Total Residential 149 38% Retail 52 13% Land Loans 52 13% Apartments 42 11% Mixed Use 37 10% Other 18 5% Industrial 13 3% Office 8 3% Healthcare 8 2% Specialty 7 2% -Constr
Slide 13: Net Charge-offs to Average Loans
Net Charge-offs to Average Loans 2003 -2010 2011 YTD Peer group consists of banks with total assets between $3 billion and $50 billion. Source - SNL Financial As of 7/2711 13
Slide 14: Investment Portfolio
Investment Portfolio 2011 Investment Types 2007 35% GSE MBS (GNMA) 3% 20% GSE MBS (FNMA/FHLMC) 49% 13% Trust Preferred 12% 10% State, County & Municipals 7% 8% Other 7% 7% US Treasury 0% 4% Corporate Debt 17% 3% Private Label MBS 5% $2.9 Billion Investment Portfolio $3.1 Billion 2.22 Years Duration
Slide 15: Securities by Investment Grade
Securities by Investment Grade AAA Rated 70% AA Rated 5% A Rated 4% BBB Rated 7% Non Investment Grade 4% Not Rated 10% As of 06/30/2011 15
Slide 16: Deposits and Borrowings Composition
Deposits and Borrowings Composition Total Deposits = $9.7 Billion Total Liabilities = $13.2 Billion As of 06/30/2011 16
Slide 17: Merger Overview
AY AISI escnel @STATEBANCORP INC. Merger Overview 2011 Valley National Bank. Member FDIC. Equal Opportunity Lender 17 iy Valley National Bank
Slide 18: Strategic Rationale for Transaction
Strategic Rationale for Transaction • Powerful Super Community Bank Franchise – Strategic eastward geographic extension into a contiguous market for Valley – Strong middle market commercial lender which matches up with Valley’s historic strengths – Significant core deposit funding franchise – Utiliz
Slide 19: Summary of Key Terms at Acquisition
Summary of Key Terms at Acquisition Structure •100% common stock consideration; fixed 1 for 1 exchange ratio* Transaction Value •~$222 million Price & Structure TARP •Preferred to be repaid & warrants retired or converted to Valley instruments Taxable / Non Taxable •Non-taxable merger transaction Pr
Slide 20: Valley's Eastward Expansion
Valley’s Eastward Expansion • New York City – Acquired Merchants Bank in 2001 (7 branches) – Opened 7 De Novo locations – Acquired 2 locations with LibertyPointe and Park Avenue acquisitions • Brooklyn and Queens – Opened 13 De Novo locations since 2007 – Acquired deposits and lending relationships
Slide 21: Strategic Fit
Strategic Fit Valley’s New York Expansion Continues 2001 Total NY Relationships •$950 million in NY deposits •$473 million in NY loans* 2011 Total NY Relationships VLY NJ Branches - 169 2001 Merchant’s Branches •$2.9 billion in NY deposits Manhattan - 7 •$2.1 billion in NY loans** 2001+ De Novo Bran
Slide 22: Demographic Overview
Demographic Overview Region Households HH per Sq Avg. Income Avg. Deposits Total (HH) (2010) Mile per HH per Branch Businesses NJ Core Market* 1,171,909 1,104 $96,097 $58.4 million 156,071 Brooklyn/Queens/NYC 2,474,719 12,203 $79,390 $239.6 million 291,176 Long Island 956,874 798 $113,739 $71.8 mill
Slide 23: Future Opportunities
Future Opportunities • Ability to lever Valley’s capital to grow Long Island Franchise – Opportunity to fill in Nassau and Suffolk county geography • Consumer Lending – Opportunity to introduce new products (State Bancorp does not actively pursue consumer lending relationships) • Valley’s residentia
Slide 24: Pro-Forma Impact
Pro-Forma Impact Valley State Bank Pro-Forma* Financial Highlight 03/31/2011 03/31/2011 Assets ($ Billion) $14.4 $1.6 $16.0 Loans ($ Billion) $9.4 $1.1 $10.5 Deposits ($ Billion) $9.7 $1.3 $11.0 Branches 198 17 215 Tangible Common Equity / 6.88% 7.60% 6.68% Tangible Assets Tangible Book Value / $5.6
Slide 25: Pro-Forma Impact: Loan Mix
Pro-Forma Impact 3/31/2011 Loan Mix Valley State Bank Pro-Forma Construction Construction Construction 5% Consumer Consumer 5% Consumer 5% 6% 1% 6% Auto Auto 8% 9% Commercial Commercial Commercial Real Estate Real Estate Real Estate 38% 40% 38% Commercial 20% Commercial Commercial 47% 23% 1- 4 1-4 F
Slide 26: Pro-Forma Impact: Deposit Mix
Pro-Forma Impact 3/31/2011 Deposit Mix Valley State Bank Pro-Forma Noninterest- Noninterest- Noninterest- Time Time Time Bearing Bearing Bearing 30% 27% 30% 26% 28% 26% Interest- Interest- Interest- Bearing Bearing Bearing 44% 45% 44% 26
Slide 27: Acquisition History
Acquisition History • Customer Friendly • Seamless Transitions • Employee Friendly • Quick Conversions Data Processing Year Recent Bank Acquisitions Total Assets Branches Conversion Period (Days) 2011 State Bank of Long Island (Jericho, NY) $1,580 million 17 2010 The Park Avenue Bank (Manhattan, NY)
Slide 28: For More Information
For More Information Log onto our web site: www.valleynationalbank.com E-mail requests to: dgrenz@valleynationalbank.com Call Shareholder Relations at: (973) 305-3380 Write to: Valley National Bank 1455 Valley Road Wayne, New Jersey 07470 Attn: Dianne M. Grenz, First Senior Vice President Director o
Slide 29: Non-GAAP Disclosure Reconciliations
06/30/2011 Non-GAAP Disclosure Reconciliations ($ in Thousands) Total Equity $1,311,218 Total Assets $14,469,776 Less: Net unrealized gains on securities available Less: Goodwill & Other Intangible Assets (341,893) for sale (10,505) Total Tangible Assets (TA) $14,127,883 Plus: Accumulated net gains
Slide 30: Non-GAAP Disclosure Reconciliations
06/30/2011 Non-GAAP Disclosure Reconciliations ($ in Thousands) Common Shares Outstanding 169,851,372 Shareholders’Equity $1,311,218 Less: Goodwill and Other Intangible Assets (341,893) Tangible Shareholders’ Equity $969,325 Tangible Book Value $5.71 30
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