First Republic Bank (san Francisco, California) · OTC:FRCB
First Republic Bank (san Francisco, California) — First Republic Bank — Merger or Acquisition (May 2006)
11 slides from First Republic Bank (san Francisco, California)'s merger presentation, May 22, 2006
Slide 1: Strengthening our Presence in the San Francisco Bay Area
FIRST REPUBLIC BANK It’s a privilege to serve you ® Strengthening our Presence in the San Francisco Bay Area May 22, 2006
Slide 2: Note on Forward-Looking Information
Note on Forward-Looking Information This presentation includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These forward-looking statements include, but are not limited to, statements about our pla
Slide 3: Transaction Overview
Transaction Overview Purchase Price Per Share: $41.95 per BWCF share (1) Fixed Exchange Ratio: 0.97x FRC shares for each BWCF share (no collars or walkaway) Aggregate Purchase Price: $177MM (1) Consideration for Basic Shares: 100% stock, tax free exchange Consideration for Options: Cashed out Board
Slide 4: Summary of Rationale
Summary of Rationale 1. The San Francisco-East Bay market is an attractive, logical extension of FRC’s current franchise – FRC currently has no offices in the East Bay – Alameda and Contra Costa Counties are among the largest and fastest growing counties in the San Francisco Bay Area – BWC franchise
Slide 5: A Logical Extension of our San Francisco Bay Area Franchise
A Logical Extension of our San Francisco Bay Area Franchise • First Republic has a strong market position in the San Francisco Bay Area – Particularly in San Francisco and the Peninsula – Current office locations in San Francisco, North Bay and the Peninsula • First Republic currently has no offices
Slide 6: Building a Premier San Francisco Bay Area Franchise
Building a Premier San Francisco Bay Area Franchise BWC FRC Existing Bay Area Offices 7 18 Bay Area Cities Served (No Overlap) 7 10 Target Deposits in Cities Served $27 Bn $111 Bn Median Household Income of Cities Served (1) $89,000 $75,000 Expected Growth of HH Income of Cities Served* 22% 25% * Fo
Slide 7: BWCF Provides Entrance to Attractive Bay Area Markets
BWCF Provides Entrance to Attractive Bay Area Markets • Pro forma the Company will have a Combined First Republic / BWCF Bay Area Cities by Household Income Level presence in 17 Bay Area cities and all 8 Bay Area counties Median '05-'10 Pop. Household Rank City Growth (%)* Inc. ($000) * 1 Los Altos
Slide 8: Bank of Walnut Creek – Key Statistics
Bank of Walnut Creek – Key Statistics $ in thousands (except share amounts) At or Quarter ending At or Year ending 3/31/2006 12/31/2005 Total Assets 564,000 542,000 Checking Balances 191,000 196,000 Total Deposits 431,000 421,000 Net Income 2,076 8,646 Diluted EPS 0.50 2.04 Net Interest Margin 5.90%
Slide 9: Attractive Business Mix – BWCF at 3/31/06
Attractive Business Mix – BWCF at 3/31/06 Loans Deposits Time Real Estate 9% Commercial Non-Interest 27% 30% Bearing Deposits 34% 10% Money 43% Consumer Market 10% 10% 33% 4% NOW Construction and Savings Development Total Loans: $424MM Total Deposits: $431MM Q1’2006 Loan Yield: 8.60% Q1’2006 Deposit
Slide 10: Transaction Multiples in line with Precedents
Transaction Multiples in line with Precedents Comparable First Republic / California BWC Financial Transactions (1) 1-Day Market Premium 10.4% 16.3% Price / LTM EPS 19.5x 20.5x Price / Tangible Book 3.3x 3.2x Premium to Core Deposits 30.1% 28.7% (1) Based on California Bank Deals between $100-$500MM
Slide 11: Contribution Analysis
Contribution Analysis (1) Pro Forma Ownership 2005 Net Income (2) Tang. Common Equity BWCF BWCF BWCF 13% 13% 11% 87% 87% 89% FRC FRC FRC Assets Deposits Loans (3) BWCF BWCF BWCF 6% 5% 6% 94% 95% 94% FRC FRC FRC (1) Based on 3/31/06 figures, no purchase accounting adjustments (2) (3) Excludes income
First Republic Bank — Merger or Acquisition (May 2006) on 6ix