Umb Financial Corporation · NASDAQ:UMBF
Umb Financial — Merger or Acquisition (December 2014)
15 slides from Umb Financial's merger presentation, Dec 15, 2014
Slide 1: Acquisition of Marquette Financial Companies
Exhibit 99.2 Acquisition of Marquette Financial Companies Strategically Compelling, Financially Attractive UMB Financial Corporation December 15, 2014
Slide 2: Cautionary Notice about Forward-Looking Statements
Cautionary Notice about Forward-Looking Statements This presentation contains, and our other communications may contain, forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements can be identified by the fact that they do not relate stric
Slide 3: Transaction Rationale
Transaction Rationale Complementary balance sheet combining Marquette Financial Companies’ higher-yielding loans and higher loan-to-deposit ratio with UMB’s low-cost Strategically funding Compelling Enhances UMB’s market share in important Dallas and Phoenix markets Adds national specialty-lending b
Slide 4: Transaction Overview
Transaction Overview Approximately $182.5 million, or 3.4 million shares of UMBF (100% stock Consideration consideration), subject to closing equity adjustments and fill-or-kill rights (1) 1.6x MFC TBV, versus a median of 2.1x for recent Southwest Pricing transactions (1) (2) (3) Approximately $14 m
Slide 5: Overview of Marquette Financial Companies
Overview of Marquette Financial Companies $1.3 billion in assets, $1.0 billion in loans & leases, $1.0 billion in deposits Original bank formed 36 years ago in Phoenix Overall Privately owned by the Pohlad family Assets under management of $716 million 5 branches and $318 million of loans and $378 m
Slide 6: Arizona and Texas Franchises
Arizona and Texas Franchises Meridian Bank, N.A. Meridian Bank Texas MFC: 8 Branches MFC: 5 Branches UMBF UMBF rd th Phoenix ranked as the 3 fastest-growing large metro Dallas/Fort Worth ranked as the 4 fastest-growing (1) (1) market in the U.S. large metro market in the U.S. Favorable competitive d
Slide 7: National Specialty-Lending Businesses
National Specialty-Lending Businesses Middle-Market Asset-Based Lending Factoring Business $230 million in loans outstanding National lender with industry-focused solutions for transportation businesses ABL providing $1 - $15 million in credit $102 million in loans outstanding Secured lines of credi
Slide 8: Loan Composition
Loan Composition Key Takeaways MFC Loans by Business Unit Portfolio exhibiting favorable growth trends Factoring National specialty-lending businesses further diversify and enhance 10% UMB’s strong commercial-loan portfolio and provide opportunities for Texas Bank growth across the UMB footprint Ass
Slide 9: Deposit and Funding Composition
Deposit and Funding Composition Key Takeaways Cost of Funds MFC average cost of deposits of 0.56% 1.01% Offer clients UMB’s enhanced deposit services High-cost funding expected to be phased out Credit lines paid off at closing FHLB borrowing runoff based on maturity schedule 0.17% Brokered deposits
Slide 10: Key Pro Forma Performance Metrics
Key Pro Forma Performance Metrics Average Yield on Loans Average Loans / Deposits 65.0% 58.86% 55.95% 3.92% 4.0% 3.50% 55.0% 3.0% 2.0% 45.0% 1.0% 0.0% (1) 35.0% UMBF Pro Forma (1) UMBF Pro Forma Net Interest Margin Nonperforming Loans/Total Loans 4.0% 2.70% 0.8% 3.0% 2.53% 0.46% 0.52% 2.0% 0.4% 1.0%
Slide 11: Summary
Summary Complementary balance sheet Strategically Compelling Enhances share in two important markets Adds national lending businesses and asset- management firm Expected to be accretive to TBV per share Financially Attractive Estimated to be accretive to EPS Strong understanding of company, business
Slide 12: Appendix
Appendix UMB Financial Corporation December 15, 2014
Slide 13: Non-GAAP Reconciliation
Non-GAAP Reconciliation In this presentation, we provide information using the tangible book value (TBV) per share of UMBF and the TBV of MFC. This information supplements the results that are reported according to generally accepted accounting principles (GAAP) and should not be viewed in isolation
Slide 14: Non-GAAP Reconciliation
Non-GAAP Reconciliation Price to MFC Tangible Book Value at September 30, 2014 GAAP Total Shareholders’ Equity $123,681 Deduct: Goodwill and Other Intangibles ($7,658) Tangible Book Value $116,023 Total Expected Consideration (1) $182,522 Price to Tangible Book Value 157% Price to GAAP Total Shareho
Slide 15: Estimated Transaction Costs
Estimated Transaction Costs (Dollars in millions) HR Costs $7.2 Technology Integration $6.8 Professional Fees $3.5 Other Integration Fees $5.5 Total Estimated Transaction Costs (1) $23.0 (1) Total includes $20.0 million of direct expense and $3.0 million of capitalized costs. 15
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