Nb Bancorp, Inc. · NASDAQ:NBBK
Nb Bancorp — Merger or Acquisition (June 2025)
17 slides from Nb Bancorp's merger presentation, Jun 6, 2025
Slide 1: Merger Investor Presentation
June 5, 2025 Merger Investor Presentation +
Slide 2: Disclaimer and Caution About Forward-Looking Statements
2 Disclaimer and Caution About Forward-Looking Statements CAUTION REGARDING FORWARD-LOOKING STATEMENTS This communication may contain forward-looking statements, including, but not limited to, certain plans, expectations, goals, projections, and statements about the benefits of the proposed transact
Slide 3: Disclaimer and Caution About Forward-Looking Statements: Additional Information
3 Disclaimer and Caution About Forward-Looking Statements ADDITIONAL INFORMATION AND WHERE TO FIND IT This communication is being made with respect to the proposed transaction involving Needham and Provident. This material is not a solicitation of any vote or approval of the Provident shareholders a
Slide 4: Overview of Provident Bancorp, Inc. Acquisition
4 Source: S&P Capital IQ Pro and company website; Financial data as of the quarter ended 3/31/2025 Note: Estimated financial impact is presented for illustrative purposes only. Includes purchase accounting marks and transaction related expenses; see Appendix for Pro Forma Net Income and EPS reconcil
Slide 5: Provident Bancorp, Inc. Snapshot
5 12% 20% 21% 32% 23% 20% 12/31/2023 12/31/2024 3/31/2025 Mortgage Warehouse Enterprise Value Provident Bancorp, Inc. Snapshot Source: S&P Capital IQ Pro Note: Financial data as of 3/31/2025 Note: PVBC branch count excludes LPO (Loan Production Office) in Ponte Vedra Beach, FL (1) Leverage ratio per
Slide 6: Transaction Rationale
6 Prudent opportunity to leverage capital while achieving high-teens EPS accretion Transaction Rationale + Enhances market presence in the greater Boston area via branch expansion into North Shore, MA, while also entering New Hampshire markets Culturally compatible institutions with a deep-rooted co
Slide 7: Pro Forma Deposit Market Share Ranking
7 Rank Institution Deposits in Market ($mm) Deposit Market Share (%) 1. Bank of America Corporation (NC) 88,771 28.0 2. Citizens Financial Group Inc. (RI) 58,640 18.5 3. Banco Santander S.A. 25,073 7.9 4. Eastern Bankshares Inc. (MA) 23,972 7.6 5. The Toronto-Dominion Bank 17,826 5.6 6. Independent
Slide 8: Expanding Branch Network into Existing Lending Markets
8 Expanding Branch Network into Existing Lending Markets Source: Company documents This transaction will provide Needham with a robust branch network in lending markets where credit is already being extended, solidifying their presence in the North Shore MA and Southern NH geographies $172.4mm In-Ma
Slide 9: Pro Forma Loan & Deposit Distribution
9 Construction 14% Residential R.E. 25% Owner Occupied CRE 14% Non-Owner Occupied CRE 24% C&I 14% Consumer & Other 9% Demand Deposits 14% NOW & Other Trans. Acct. 11% MMDA & Other Savings 29% Time Deposits 46% Pro Forma Loan & Deposit Distribution Pro Forma Construction 2% Residential R.E. 0.4% Owne
Slide 10: Transaction Structure and Terms
10 (1) Assumes termination of PVBC’s unallocated ESOP shares (2) Based on NBBK stock price of $16.62 as of 6/4/2025; Implied per share value for stock election of $11.48 and implied price per share of $12.24 (3) Assumes 1,113,092 PVBC options are cashed out with merger consideration (4) Reflects med
Slide 11: Key Merger Assumptions
11 Key Merger Assumptions NBBK Earnings per Street Analyst Estimates PVBC Earnings per NBBK Management Earnings ~$40mm pre-tax loan write-down accreted over 7 years After-tax AOCI of ~$1.5mm accreted over 7 years <$1mm net pre-tax write-down related to deposits and borrowings Interest Rate
Slide 12: Comprehensive Due Diligence Review
12 Comprehensive Due Diligence Review Credit & Underwriting Risk Management Finance & Accounting Branch Footprint Capitalization Loan / Deposit Portfolios Human Resources Legal Regulatory / Compliance Tax & Audit Operations ALCO & Funding Process Overview Key Diligence Focus Areas Extensive due di
Slide 13: A Team With Experience in Merger Integration
13 A Team With Experience in Merger Integration Joseph Campanelli Chairman, President & CEO JP Lapointe EVP & Chief Financial Officer Kevin Henkin EVP & Chief Credit Officer Christine Roberts EVP & Chief Operating Officer Peter Bakkala EVP & Chief Risk Officer Mr. Campanelli has served as President
Slide 14: Continuing Community Commitment
14 Continuing Community Commitment Source: NBBK 2024 Annual Report & PVBC 2024 Annual Report 35 Organizations Supported Through Volunteering 1,206 Total Volunteer Hours $191,500 Provident Community Charitable Organization Giving and Sponsorships $129,161 Branch Community Giving & Sponsorships $320,6
Slide 15: Appendix
Appendix
Slide 16: Illustrative Pro Forma Earnings Reconciliation
16 ($ in millions except for per share figures) 2026Y NBBK Earnings (Street Analyst Estimates) $66.0 PVBC Earnings (NBBK Management) 14.6 Combined Earnings $80.6 After-Tax Merger Adjustments Cost Savings (Fully Phased-In)(1) 12.0 Accretion of Rate Related Marks 3.9 Accretion of Non-PCD Mark 1.3 Elim
Slide 17: Goodwill and TBV Reconciliation
17 Goodwill Reconciliation ($ in millions) At Close Transaction Consideration $211.8 PVBC Standalone Common Equity 246.2 Less: Excise Tax on Cash Consideration (1.1) Less: Goodwill and Intangibles 0.0 PVBC Standalone Tangible Common Equity $245.1 FMV Adjustments Loan Credit Mark (36.0) Reversal of A