Slide 1: F.N.B. Corporation Announces Agreement To Acquire Parkvale Financial Corporation
F.N.B. Corporation Announces Agreement To Acquire Parkvale Financial Corporation June 15, 2011
Slide 2: Forward Looking Statements
Forward Looking Statements 2 This presentation and the reports F.N.B. Corporation and Parkvale Financial Corporation file with the Securities and Exchange Commission often contain "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act, relating to present or
Slide 3: Compelling Strategic Rationale
Strengthens FNB's Leading Pittsburgh Position Solidifies FNB's leading status in the Pittsburgh market Pittsburgh MSA market rank moves significantly from #7 to #3 Significantly enhances distribution capabilities and scale One of few meaningful opportunities left in the market Low Execution Risk In-
Slide 4: FNB Pittsburgh Region Growth Success
FNB Pittsburgh Region Growth Success FNB Pittsburgh Region Growth Success FNB Pittsburgh Region Growth Success FNB Pittsburgh Region Growth Success FNB Pittsburgh Region Growth Success FNB Pittsburgh Region Growth Success ($ millions) 12/2001 Pro-Forma 3/2011 CAGR Loans $93 $2,083 40% Deposits and C
Slide 5: Attractive Pittsburgh Market
Attractive Pittsburgh Market Pittsburgh Commercial Market Source: SBA firms and employment by MSA 2007. 5 Pittsburgh Commercial Market - Continued Opportunity Pittsburgh MSA Economic Indicators Source: PittsburghTODAY.org derived from Bureau of Labor Statistics, RealtyTrac and FHFA. Second Best % Jo
Slide 6: Leadership Position in Pittsburgh MSA
Leadership Position in Pittsburgh MSA Strong # 3 pro forma market share position (FNB currently #7) (1) #1 community bank in the market Leverages existing strengths to build on momentum in market FNB/Parkvale branch overlap - 19 branches, or 40%, within 1 mile 6 Source: SNL Financial. (1) Excludes c
Slide 7: Parkvale Financial Balance Sheet Profile
Loans (3/31/11) Parkvale Financial Balance Sheet Profile Loan Composition Deposit Composition Total loans of $1.0 billion Parkvale loan portfolio is over 90% real estate secured Commercial focus will enhance loan portfolio mix over time Substantial fee growth opportunity by leveraging FNB's strength
Slide 8: Transaction Overview
Transaction Overview Consideration: $22.48 (1) per Parkvale Financial share Fixed 2.178x exchange ratio 100% stock Deal Value: Approximately $130 million (1) Detailed Due Diligence: Completed Required Approvals: Customary regulatory and Parkvale shareholders Expected Closing: Fourth Quarter of 2011
Slide 9: Detailed Due Diligence Process
Comprehensive review of all operations and business lines completed Extensive credit review 73% of $201 million in commercial loans were reviewed (76% of CRE, 53% of C&I) All commercial criticized loans over $50,000 were reviewed Used two major outside firms to evaluate $263 million 1-4 family mortg
Slide 10: Pro Forma Financial Impact
Pro Forma Financial Impact Assumptions Cost savings of 35% or $10.7 million (pre-tax), net of investments in revenue-generating capabilities Phased-in 89% in 2012 and 100% afterwards CDI of $14.3 million, or 2.00% of Parkvale's core deposits (deposits less CDs), amortized sum-of-the-years digits ove
Slide 11: Effective Deployment of Capital
(1) Includes $64.6 million of common equity issuance completed on May 18, 2011. (2) As of 12/31/2011. FNB standalone earnings and capital projections based on consensus estimates. Pro forma for repayment of Parkvale's TARP, after-tax impact of one-time costs and credit mark. Effective Deployment of
Slide 12: Financially Attractive Pricing
Financially Attractive Pricing FNB / PVSA Transaction Comparable Transactions (1) Stated: Price / TBV TCE / TA 1.95x 3.62% 1.76x 7.60% Normalized: Price / TBV (2) TCE / TA 1.53x 7.00% 2.04x 7.00% Core Deposit Premium (3) 5.1% 13.1% Price / MRQ EPS Annualized 16.7x 23.0x Price / MRQ EPS Annualized In
Slide 13: Conclusion
Conclusion Leverages and enhances existing strong Pittsburgh position Successful and experienced leadership team in place Builds on current top-line revenue growth momentum Meaningful expense efficiencies identified Low risk transaction Effective capital deployment Financially attractive 6% accretiv