Banner Corporation · NASDAQ:BANR
Banner — Merger or Acquisition (November 2014)
15 slides from Banner's merger presentation, Nov 6, 2014
Slide 1: Building Value at Banner: Strategic Merger with AmericanWest Bank
NNER >t AmericanWest Bank CORPORATION Building Value at Banner Strategic Merger with AmericanWest Bank Investor Presentation November 6, 2014
Slide 2: Safe Harbor Page
Safe Harbor Page ‘When sed in this pressseleaseandin other documents filed with or furishas to theSecurities and Exchange Commission (the "SEC"), in press saleaes or other public stocchalder communications in al statements made withthe approval ofan zuthorizaf executive officer, the words or phases
Slide 3: Company Overviews
Company Overviews ES ot AmericanWest Bank’ Hndgaers Wats Wal, WA Handguns Baars ey Baarcies ‘Total Assets (Smm) 4,759 ‘Total Assets (Smm) Gross Loar (St) Gross Loar (See) “ual Deposie (Sam) “Toul Deposis (Som) “Tarte Common Bgsty Grim) “Tangible Common Egy (Sam) MRQ CentofDepars (4) MRQ CestofDepori
Slide 4: Transaction Highlights
Transaction Highlight Strategically Attractive Well-Positioned for Successful Execution Enhances Shareholder Value ‘Transforms Bannerintothe 12th largestpublicly-ownedbank headquarteredin the WestemUS Leverages Super Community Bank model across a network of approximately 190 branchesin five states s
Slide 5: Transaction Summary
Transaction Headquarters : Management a - <—s - Deal Value x - a - ‘ Aamuened tdi plelaesl Sn tehesien Summary Banner Corporation /BannerBank ‘Walla Walla, WA. President and Chief Executive Officer: Mr. Matk Grescovich (current Banner CEO) (Chief Financial Officer, Banner Corporation: Mr. Lloyd Bake
Slide 6: Why AmericanWest?
Why AmericanWest? Experienced management team and complementary business model and culture Strengthens and expands Banner’s geographic footprint at Americanwest Bank Proven credit discipline Readily identifiable cost savings from rationalization of AmericanWest expense base and potential revenue syn
Slide 7: Super Community Bank Branch Network
Super Community Bank Branch Network © Strengthens Pacific Northwest presence: combined company mre. NEVADA ranks in the top four by deposit market share among regional a ie banks in Washington and Oregon nig ta Nava © Opens attractive growth opportunities in California, Utah, and Southern Oregon feo
Slide 8: Pro Forma Loan & Deposit Composition
Pro Forma Loan & Deposit Composition 1 — i eo : Jal a 1 sg ee p= @ < r aN . agit 1286 onan tine ates AmQCeteDepeic: 021% ‘oud Dep (Sul S227 ‘TealDevese SumS3590 secems IE e c tet €- caupaneonebuilding Value at Banner nanan cape “Bonne fant dat ou i conmattolig caren
Slide 9: Expands Banner's Successful Value Proposition
Expands Banner’s Successful Value Proposition Super Community Bank providing broad product offerin small busin relationship banking. and consumer client base with high level to middle mai of responsiven © Broad and appropriate product offerings to serve middle market, small business and consumer cli
Slide 10: Proven Performance to Transform the Combined Company
Proven Performance to Transform the Combined Company Banner Performance Profitability and Growth Scale Opportunities Franchise Value Opportunities Proven client acquisition model canbe expandedin new markets Strong core deposit base andlower loan/depostratio offers additional NIM protection Deal-tel
Slide 11: Low Execution Risk: Retention of Key Personnel & Proven Integration
Low Execution Risk: Retention of Key Personnel & Proven Integration Scott Kisting (AmericanWest’s Chairman and CEO) will serve asa consultant to the combined company for six months after closing Jim Claffee (current AmericanWest President and COO) wil act as the Chief Integration Officer Peter Conne
Slide 12: Key Merger Assumptions
Key Merger Assumptions as + $37.5 million filly-phased in by 2016 (13% of combined company Q3 "14 non-interest expense) ROM «S50 million pre-tax PONG GE © * Either no orlimited potential HHI-related branch divestitures + Assumes the acquisitions of Sinslaw and GSCB close before the effective date of
Slide 13: Transaction Financial Highlights
Transaction Financial Highlights * Creates a scale player headquartered in the 2016 EPS Pacific Northwest with (100R6 symersy phase in) Medan Anahst $1.4+ billion market cap Estinat — $97 billion in assets Projected Accretion toBamer 5288 — Growth opportunities in 9 of the top Pmiected Profitability
Slide 14: Banner & AmericanWest: A Compelling Combination
Banner & AmericanWest: A Compelling Combination Entry into Geographically Diverse, and Demographically Attractive Markets © Similar Corporate Culture ¢ Low Cost Deposit Structure Strong Growth Potential in Talented Management Team ‘Well-Populated Markets © Clean Credit Profile Strategically trong Co
Slide 15: Conclusions
Conclusions © Strategically attractive transaction creating an approximately $9.7 billion in assets institution in an attractive, broadly diverse set of markets with favorable demographics e Experienced management teams and strong credit profiles minimize execution risk while enabling significant le