Valley National Bancorp · NASDAQ:VLY
Valley National Bancorp — Merger or Acquisition (July 2017)
20 slides from Valley National Bancorp's merger presentation, Jul 26, 2017
Slide 1: Valley National Bancorp to Acquire USAmeriBancorp, Inc.
© 2017 Valley National Bank®. Member FDIC. Equal Opportunity Lender. All Rights Reserved. Valley National Bancorp to Acquire USAmeriBancorp, Inc. Enhancing Florida Franchise EXHIBIT 99.1
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 n
Slide 3: Additional Information and Where to Find It
3 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 solicitation of any vote or approval. In connection with the proposed merger, Valley intends to file a joint proxy statement/prospectus wit
Slide 4: Strategic Focus to Achieve 2020 Vision
Strategic Focus to Achieve 2020 Vision 4 66.2% 61.2% 59.6% <55.0% 2015 2016 2017 YTD Long-Term Goal Efficiency Ratio1 12% 14% 13% 15% - 20% 2015 2016 2017 YTD Long-Term Goal Non-Int Income / Total Revenue 13% 7% 6% 8% - 10% 2015 2016 2017 Annualized Long-Term Goal Loan Growth Exclusive of Whole Bank
Slide 5: Overview of USAmeriBancorp, Inc.
Overview of USAmeriBancorp, Inc. 5 Company Overview Financial Highlights ($ in Millions) Management Team USAB Deposit Franchise (3) • Founded in 2007 • Headquartered in Clearwater, FL • Acquired Alexander City, AL-based Aliant Financial Corporation in 2011 Market Market No. of Deposits MSA Rank Shar
Slide 6: USAmeriBancorp, Inc. Financial Performance
$3,076 $3,632 $4,153 $4,383 $2,500 $3,000 $3,500 $4,000 $4,500 $5,000 2014 2015 2016 Q2 2017 USAmeriBancorp, Inc. Financial Performance $25 $33 $42 $48 $20 $25 $30 $35 $40 $45 $50 2014 2015 2016 Q2 2017 Ann. 6 Net Income to Common ($ Million) Total Assets ($ Million) Return on Average Assets (%) Eff
Slide 7: Bolstering Valley's Florida Franchise
Orlando Branches 5 Loans $0.5B Deposits $0.5B Market Share 1.2% Bolstering Valley’s Florida Franchise 7 Tampa (1) Branches 18 Loans $3.1B Deposits $2.5B Market Share 3.6% Southeast Branches 13 Loans $0.9B Deposits $1.3B Market Share 0.6% Penetrating Florida’s Most Dynamic Markets (1) Pro Forma for U
Slide 8: Tampa Market Highlights
Professional & Business Services 18% Education & Health Services 15% Leisure & Hospitality 12% Total Government 12% Retail Trade 12% Finance & Insurance 6% Construction 6% Other 19% Tampa Market Highlights 8 Pro Forma VLY Florida Deposit Franchise (1) Tampa Highlights Source: SNL Financial, Tampa Hi
Slide 9: Alabama Franchise
Alabama Franchise 9 Pro Forma VLY Alabama Deposit Franchise Alabama Highlights Source: US Census, SNL Financial, Montgomery Chamber of Commerce, Birmingham Business Alliance, CNN Money Deposit data as of June 30, 2016 and June 30, 2015, where applicable • Franchise obtained through acquisition of Al
Slide 10: Transaction Rationale
Transaction Rationale Strong Strategic Fit • As the 5th largest community bank headquartered in Florida, USAmeriBank provides significant scale to Valley’s Florida franchise, specifically in the Tampa Bay Market • Increases Valley’s loan and deposit exposure in Florida by ~130% and 100%, respectivel
Slide 11: Key Transaction Terms
Key Transaction Terms Consideration & Structure Transaction Value: • $815.7 million Structure: • 100% stock / 0% cash (1) Exchange Ratio: • Fixed exchange ratio of 6.100x (2) Pricing Multiples Price / Tangible Book Value: • 238% of USAB’s 6/30/2017 tangible book value Price / LTM EPS: • 16.4x of USA
Slide 12: Key Transaction Assumptions
Key Transaction Assumptions 12 Expense Savings • Estimated pre-tax expense savings of approximately $26 million (~28% of USAB G&A expenses) phased in 75% in 2018, and excluding CDI amortization Transaction Expenses • Expected to be approximately $32 million pre-tax Capital Raise • Preferred equity r
Slide 13: Pro-Forma Impact Financial Summary
Pro-Forma Impact Financial Summary 13 Note: Pro forma impacts presented inclusive of anticipated preferred stock capital raise Note: Assumes pricing based on VLY closing price of $12.40 as of 7/25/2017 (1)Estimated financial impact is presented solely for illustrative purposes using mean analyst est
Slide 14: Proven Acquirer & Retention of Key Personnel
Year Recent Bank Acquisitions State Asset Size 2017 USAmeriBank FL $4.4 billion 2015 CNLBank FL $1.4 billion 2014 1st United Bank FL $1.7 billion 2012 State Bank of Long Island NY $1.6 billion 2010 The Park Avenue Bank (FDIC) NY $0.5 billion 2010 LibertyPointe Bank (FDIC) NY $0.2 billion 2008 Greate
Slide 15: USAmeriBancorp Acquisition Appendix
USAmeriBancorp Acquisition Appendix 15
Slide 16: Due Diligence Process
Due Diligence Process Due Diligence Departments Accounting Human Resources AML/BSA Compliance Information Security Appraisal Review Legal Audit Loan Review Commercial Lending Property Management Consumer Lending Regulatory Compliance Corporate Treasury Residential Mortgage CRA Retail Banking Credit
Slide 17: Pro Forma Loan & Deposit Composition
Pro Forma Loan & Deposit Composition 17 Valley USAmeriBank Pro Forma Loa n s D e po si ts Construction 5% Residential R.E. 15% Commercial R.E. 52% Commercial & Industrial 15% Consumer & Other 13% Construction 12% Residential R.E. 14% Commercial R.E. 54% Commercial & Industrial 18% Consumer & Other 2
Slide 18: Non-GAAP Disclosure Reconciliations USAB
Non-GAAP Disclosure Reconciliations USAB 18 (1) Pro Forma includes estimated purchase accounting adjustments USAB USAB USAB $ in millions 2015Y 2016Y 6/30/2017 Total Assets 3,632 4,153 4,383 Less: Goodwill & Other Intangibles (13) (13) (12) Total Tangible Assets (TA) 3,619 4,141 4,371 Total Common E
Slide 19: Non-GAAP Disclosure Reconciliations 6/30/2017
© 2010 Valley National Bank. Member FDIC. Equal Opportunity Lender. Non-GAAP Disclosure Reconciliations 6/30/2017 19 (1) Pro Forma includes estimated purchase accounting adjustments $ in millions VLY 6/30/2017 USAB 6/30/2017 Pro-Forma (1) 12/31/2017 Total Assets 23,449 4,383 29,046 Less: Goodwill &
Slide 20: Operating Efficiency Calculation for efficiency ratio
Operating Efficiency Calculation for efficiency ratio Six Months Ended Years Ended ($, thousands) June 30, December 31, December 31, 2017 2016 2015 Total non-interest expense 240,191 476,125 499,075 Less: Amortization of tax credit investment 13,056 34,744 28,032 Less: Loss on extinquishment of debt
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