Heritage Financial Corporation · NASDAQ:HFWA
Heritage Financial — Merger or Acquisition (September 2012)
9 slides from Heritage Financial's merger presentation, Sep 14, 2012
Slide 1: Heritage Financial Corporation Acquisition of Northwest Commercial Bank
Exhibit 99.2 Heritage FinancialCorporation Acquisition of Northwest CommercialBank September 2012
Slide 2: Forward Looking Statement
Forward Looking Statement This presentation includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, which can be identified by words such as “may,” “expected,” “anticipate,” “continue,” or other comparable words. In addition, all statements oth
Slide 3: Expanding Pacific Northwest Franchise
Expanding Pacific Northwest Franchise NCB will be merged into Heritage Bank Fill-in footprint in Puget Sound Region Expansion into the Auburn market Consolidation of Lakewood branches Fits HFWA’s overall growth strategy in the Pacific Northwest Attractive NCB loan portfolio mix, which is 76% Commerc
Slide 4: Transaction Overview
Transaction Overview Consideration Mix at Closing 100% cash Purchase Price Per $5.50 Common Share Aggregate Deal Value at Closing $3.0 million (Common Shareholders) Earn-Out/Contingent Consideration Approximately $1.8 million based on sale of certain OREO assets Earn-Out Period Prior to 12/31/2013 R
Slide 5: Transaction Pricing & Additional Details
Transaction Pricing & Additional Details Deal Value / 47% Tangible Book Value* Preliminary Loan Approximately -8.0% Fair Value Adjustment Potential contingent cash consideration based on proceeds from sale of certain OREO assets prior to 12/31/2013 HFWA will establish a contingent liability on day-1
Slide 6: Pro-Forma Deposit Mix (6/30/2012)
Pro-Forma Deposit Mix (6/30/2012) HFWA NCB Pro-Forma % of % of % of Balance Total Balance Total Balance Total ($000s) Deposits ($000s) Deposits ($000s) Deposits Non-Interest Bearing Demand $ 227,766 20.5% Non-Interest Bearing Demand $ 11,292 17.9% Non-Interest Bearing Demand $ 239,058 20.3% NOW & In
Slide 7: Pro-Forma Loan Mix (6/30/2012)
Pro-Forma Loan Mix (6/30/2012) HFWA NCB Pro-Forma Consumer & Consumer & Consumer & Other C&I Other C&I Other C&I Constr. & Land 3.6% 32.5% Constr. & Land 3.7% 27.1% Constr. & Land 3.6% 32.2% (Other) (Other) (Other) 5.4% 4.8% 5.4% Constr. (1 -4) Constr. (1 -4) Constr. (1 -4) 2.8% 1.2% 2.7% 1-4 Fam. 1
Slide 8: NCB - Meaningful Credit Progress
NCB -Meaningful Credit Progress Significant credit resolution over the last twelve months, resulting with migration to OREO Currently 22.8% of total non-performing assets from non-accrual loans and 77.2% from OREO Source: SNL Financial, NCB regulatory call report data Note: Non-performing assets exc
Slide 9: Concluding Thoughts
Concluding Thoughts Fits into HFWA’s acquisition strategy to enhance Pacific Northwest footprint Financially attractive deal pricing and structure with conservative modeling assumptions HFWA tangible common equity to tangible assets estimated to be 13.2% post closing HFWA management team will contin
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