Kearny Financial · NASDAQ:KRNY
Kearny Financial — Merger or Acquisition (December 2019)
11 slides from Kearny Financial's merger presentation, Dec 19, 2019
Slide 1: Acquisition of MSB Financial Corp. (MSBF)
Acquisition of MSB Financial Corp. (MSBF) December 19, 2019 Craig Montanaro Chief Executive Officer Keith Suchodolski Chief Financial Officer Eric Heyer Chief Operating Officer 0
Slide 2: Forward Looking Statements
Forward Looking Statements This communication contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include, but are not limited to, statements about (i) the benefits of the merger between Kearny Financial Cor
Slide 3: Additional Information About the Proposed Merger and Where to Find It
Additional Information About the Proposed Merger and Where to Find It This presentation is being made with respect to the proposed merger between Kearny and MSBF. This presentation does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vot
Slide 4: Overview of MSB Financial Corp.
Overview of MSB Financial Corp. Branch Footprint Company Overview Branches: 4 – Morris (1) and Somerset (3) Headquarters: Millington, NJ Established: 1911 Morris First / Second Step Conversion: 2007 / 2015 MSBF Overview Somerset $ in millions, financial data as of September 30, 2019 Market Cap: $79
Slide 5: Transaction Highlights
Transaction Highlights Low risk, natural westward expansion into economically attractive Morris and Somerset Counties Opportunities to grow existing MSBF relationships by leveraging Kearny’s platform of Transaction Rationale products and services Enhances Kearny’s loan and deposit mixes Improves Kea
Slide 6: Summary of Transaction Terms
Summary of Transaction Terms Aggregate Deal Value: ~$94 million Deal Value / Share: $18.00 Terms & Deal Consideration: 90% Stock, 10% Cash Consideration Fixed Exchange Ratio: 1.300x Pro Forma Ownership: ~94% KRNY / ~6% MSBF Required Approvals: Customary regulatory approvals Approval of MSBF sharehol
Slide 7: Pro Forma Financial Impact
Pro Forma Financial Impact Estimated One Time Deal Expenses: $9.2 million pre-tax Estimated Cost Savings: $5.3 million pre-tax, equal to 45% of MSBF non- interest expense Key Financial Gross Loan & Interest Rate Mark1: ~$7.7 million, equal to 1.5% of MSBF loans Assumptions Net Mark Accretion: Straig
Slide 8: Pro Forma Franchise Summary
Pro Forma Franchise Summary Branch Footprint Pro Forma Summary1 $ in millions, financial data as of September 30, 2019 Market Cap: $1,275 Total Assets: $7,249 Gross Loans: $5,104 Total Deposits: $4,673 Tangible Common Equity: $937 TCE / TA: 13.4% ROAA: 0.74% Pro Forma Branches2 Bergen (NJ) – 12 Ocea
Slide 9: Pro Forma Loan & Deposit Composition
Pro Forma Loan & Deposit Composition KRNY MSBF Total: $4.6 billion Total: $513 million C&I Consumer & Other Consumer & Other 1% 2% 10% Well diversified loan portfolio with Residential RE Residential RE balanced exposure to multiple 29% 26% credit types Loan Mix C&I 22% Attractive yield on the loan p
Slide 10: Appendix: Morris County – Attractive Expansion
Appendix: Morris County – Attractive Expansion Median Household Income ($000s) Prominent Employers in Morris County $120 $100 Morris $80 County New $60 Jersey $40 United States $20 $0 Median Property Value ($000s) $500 Top 10 Employers – Morris County $400 1) Atlantic Health System 6) Accenture Morr
Slide 11: Appendix: Somerset County – Attractive Expansion
Appendix: Somerset County – Attractive Expansion Median Household Income ($000s) Prominent Employers in Somerset County $120 $100 Somerset $80 County New $60 Jersey $40 United States $20 $0 Median Property Value ($000s) $450 $375 Somerset $300 County $225 New Jersey $150 United States $75 $0 Source:
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