Citizens Financial Group, Inc. · NYSE:CFG
Citizens Financial — Merger or Acquisition (August 2021)
17 slides from Citizens Financial's merger presentation, Aug 2, 2021
Slide 1: Citizens to Acquire Investors Bancorp
Citizens to Acquire Investors Bancorp July 28, 2021 Building a Leading Regional Banking Franchise Exhibit 99.2
Slide 2: Disclaimer: Cautionary Statement About Forward-Looking Statements
Disclaimer Cautionary Statement About Forward-Looking Statements This communication contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 regarding the financial condition, results of operations, business plans and future performance of Citi
Slide 3: A strategically compelling acquisition
A strategically compelling acquisition Strategic rationale Complementary geographic footprint that strengthens presence in attractive markets Fills branch gap in retail footprint, connecting New England to the Mid-Atlantic market; 154 branches overall, including 130 in NYC Metro, 16 in Philadelphia
Slide 4: Key transaction structure and terms
Key transaction structure and terms Consideration Fixed exchange ratio of 0.297x and $1.46/share of cash Consideration: 90% Citizens common stock, 10% cash Total consideration of ~$3.5 billion, $14.63 per Investors' share based on July 27, 2021 closing price Investors’ shareholders will own ~14% of
Slide 5: Investors: A leading New York Metro Bank
Investors: A leading New York Metro Bank Company overview Key metrics1 Founded 1926, Investors is a diversified, community-focused financial services company headquartered in Short Hills, NJ Strong market position in New York, New Jersey and Philadelphia History of strong credit performance Customer
Slide 6: Building a leading regional banking platform with top financial metrics
Building a leading regional banking platform with top financial metrics Connecting the branch footprint… …Combining market leading franchises Top-10 NYC Metro bank by deposits3 ~$21 billion total deposits in NY Metro1 Improves customer reach, connecting our New England and Pennsylvania markets Compl
Slide 7: Strategically building a leading regional banking franchise
Strategically building a leading regional banking franchise Source: SNL Financial and company financials. Step 2: Step 1: Acquisition of Investors1 Acquisition of HSBC East Coast Branches and National Online Deposits Result: Scaled, highly competitive regional franchise ($’s in billions) Attractive
Slide 8: Pro forma deposit profile
Pro forma deposit profile Attractive funding profile with opportunity to reduce the combined company’s cost of funds Borrowing profile optimized post close; deposit costs and mix optimized over time post migration of Investors’ customers to Citizens’ platform, pricing and product set Deposit Composi
Slide 9: Diversified loan portfolio
$146.6 billion pro forma total loans2 $122.6 billion Citizens total loans1 Diversified loan portfolio Note: Loans are period end. Citizens 2Q21 financial supplement. 1Q21 HSBC East Coast and Online loan yield and balances. Investors loan composition based on 2Q21 loan data. Total loan dollar amount
Slide 10: Investors: Diversified and well-secured Commercial Real Estate portfolio
Investors: Diversified and well-secured Commercial Real Estate portfolio Note: Peer median represents median quarterly NCO/Average loan figures across U.S. Bancorp (USB); Truist Financial Corporation (TFC); The PNC Financial Services Group, Inc. (PNC); Fifth Third Bancorp (FITB); KeyCorp (KEY); Regi
Slide 11: Substantial revenue growth potential
Substantial revenue growth potential Leverage enhanced brand recognition and combined scale to deepen relationships in important NY Metro, New Jersey and Philadelphia markets All transaction return metrics presented throughout exclude the expected benefit of revenue synergies Retail Wealth Managemen
Slide 12: Comprehensive due diligence & preparation
Comprehensive due diligence & preparation Coordinated two-step process with HSBC closing and converting 1Q22 Extensive due diligence process and integration planning Successful integration Strong integration expertise Led by a single integration management office Dedicated Personnel Key individuals
Slide 13: Community reinvestment
Community reinvestment A transaction that is beneficial to all our stakeholders Community involvement Deeply committed to the community: Since 2005, Investors Foundation has pledged more than $40 million to non-profits Now the official consumer and business bank of the NY Giants and official bank of
Slide 14: Summary
Summary Solidifies our presence in attractive NY Metro Market Complements the HSBC deposit acquisition Provides branch base and brand reach to expand commercial lending in the region; adds attractive middle market/small business customer base Platform to deliver more for existing customers given the
Slide 15: Appendix
Appendix
Slide 16: Key Assumptions
Key Assumptions Citizens consensus estimates Investors: Consensus estimates, adjusted for transaction impacts in 2022 Identified run rate cost savings of ~$130 million; 30% of Investors’ cost base ~$400 million pre-tax one-time integration costs, which is assumed to be 100% incurred at close Other n
Slide 17: Citizens
3* Citizens Financial Group, Inc.”
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