Dime Community Bancshares, Inc. · NYSE:DCOM
Dime Community Bancshares — Merger or Acquisition (July 2020)
25 slides from Dime Community Bancshares's merger presentation, Jul 2, 2020
Slide 1: Creating The Best Business Bank in New York From Montauk to Manhattan
Creating The Best Business Bank in New York From Montauk to Manhattan July 1, 2020
Slide 2: Disclaimers: Cautionary Note Regarding Forward-Looking Statements
BRIDGE BANCORP, INC. Disclaimers Cautionary Note Regarding Forward - Looking Statements This presentation 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
Slide 3: Disclaimers (continued): Risks Relating to the Coronavirus Outbreak
BRIDGE BANCORP, INC. Disclaimers (continued) Risks Relating to the Coronavirus (COVID - 19) Outbreak In March 2020, the World Health Organization declared the coronavirus (COVID - 19) outbreak a pandemic and the United States decla red a national emergency. Global and national health concerns relati
Slide 4: Disclaimers (continued): Risks Related to the SBA PPP Loan Program
BRIDGE BANCORP, INC. Disclaimers (continued) Risks Related to the SBA PPP Loan Program Bridge and Dime are participating lenders in the Paycheck Protection Program (“PPP”), a loan program administered through the Sm all Business Administration (“SBA”), which was created to help eligible businesses,
Slide 5: Disclaimers (continued): Important Additional Information and Where to Find It
BRIDGE BANCORP, INC. Disclaimers (continued) Important Additional Information and Where to Find It This presentation is being made in respect of the proposed Merger between Dime and Bridge. This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities
Slide 6: Combination of Two Iconic Community Banks to Create a NY-Based Champion
BRIDGE BANCORP, INC. 6 Combination of Two Iconic Community Banks to Create a NY - Based Champion That Will Be a Significant Source of Strength
Slide 7: Partnering to Create Significant Value
BRIDGE BANCORP, INC. Partnering to Create Significant Value • Transformative partnership that creates a premier community - based business bank with over $11 billion in assets and strong financial performance • Enhanced scale, growth and profitability • Shared vision, community involvement, and comm
Slide 8: Structure and Exchange Ratio
BRIDGE BANCORP, INC. • 100% stock with Dime merging with and into Bridge • Dime shareholders receive 0.6480 Bridge shares per Dime share Implied value of $14.80 (1) per Dime share, or approximately $489M (1)(2) in aggregate Structure and Exchange Ratio Management Team • Kevin O'Connor - Chief Exec
Slide 9: Enhanced Scale and Premier NY Franchise
BRIDGE BANCORP, INC. $11.5B Assets $8.9B Loans $8.4B Deposits Enhanced Scale Impressive Branch Footprint with Significant Scarcity Value Identified Cost Savings Results in Improved Efficiency ~50% Efficiency Ratio 66 Branch Locations Largest Community Bank on Greater Long Island (1) NYC Nassau Suffo
Slide 10: Deposit Market Share Ranking
BRIDGE BANCORP, INC. 1) A ggregate deposit market share for Kings, Queens, Nassau & Suffolk counties for community banks < $20 billion in assets Note: "Establishments" defined as a single physical location at which business is conducted or services or industrial operations are performed. It is not n
Slide 11: Experienced Management Team
BRIDGE BANCORP, INC. Avi Reddy Chief Financial Officer Kevin O'Connor Chief Executive Officer John McCaffery Chief Risk Officer 11 Experienced Management Team Stuart Lubow President & Chief Operating Officer M embers of senior management have significant M&A integration experience
Slide 12: Distinguished Board of Directors
BRIDGE BANCORP, INC. 50% 50% 6 Pro Forma Board of Directors 6 12 Distinguished Board of Directors Marcia Hefter Lead Director Kenneth Mahon Executive Chairman
Slide 13: Balanced Contributions to Combined Entity
BRIDGE BANCORP, INC. 44% 42% 49% 76% 43% 55% 50% 56% 58% 51% 24% 57% 45% 50% Total Assets Gross Loans Total Deposits Demand Deposit Accounts Tangible Common Equity 2021E Net Income to Common¹ Market Cap Source: S&P Global Market Intelligence; Note: Financial data as of March 31, 2020 (excludes purch
Slide 14: Addressing COVID-19
BRIDGE BANCORP, INC. 14 Addressing COVID - 19 • With the onset of the virus, b oth Bridge and Dime formed Business Continuity and Pandemic preparedness teams. T hese teams proactively moved into action in early February, d iligently monitoring customers in affected industries, allowing employees to
Slide 15: De-Risks Loan Portfolio Amidst COVID Concerns
BRIDGE BANCORP, INC. 15 De - Risks Loan Portfolio Amidst COVID - 19 Concerns Note: I ndustry balances as of June 8, 2020 Source: Company documents • Intensive, loan level 3rd party credit reviews by a nationally recognized firm have afforded both parties significant visibility into the loan portfoli
Slide 16: Diversified Loan Portfolio
BRIDGE BANCORP, INC. 16 $3.8B Total $5.2B Total $9.0B Total Source: S&P Global Market Intelligence; Company documents Note: Reflects GAAP data as of March 31, 2020; excludes purchase accounting adjustments 1) Estimated pro forma for $44.1M of net proceeds from Dime's June 2020 offering of preferred
Slide 17: Excellent Credit Quality through Cycles
BRIDGE BANCORP, INC. 17 Excellent Credit Quality through Cycles Cumulative credit losses for both companies were extremely low during the financial crisis. Post financial - crisis, the companies’ credit losses continue to track below peer levels. Cumulative NCOs from 2007 to 2013 over 2006 Gross Loa
Slide 18: Strong Deposit Franchise with ~24% Non-Interest Bearing Accounts
BRIDGE BANCORP, INC. Cost of Deposits: 0.57% Cost of Deposits: 1.14% Cost of Deposits: 0.86% Non - Int. Bearing DDA 36.5% Savings, MMDA & NOW 55.8% Retail Time 2.3% Jumbo Time 5.3% Non - Int. Bearing DDA 11.3% Savings, MMDA & NOW 50.0% Retail Time 15.7% Jumbo Time 23.0% Non - Int. Bearing DDA 23.6%
Slide 19: Key Merger Assumptions
BRIDGE BANCORP, INC. 19 Key Merger Assumptions • 100% stock with Dime merging with and into Bridge • Dime shareholders receive 0.6480 Bridge shares per Dime share Consideration • Bridge’s balance sheet will be subject to fair market value accounting • Durbin adjustment: $2.0M pre - tax run - rate •
Slide 20: Summary Financial Impact
BRIDGE BANCORP, INC. • Bridge is projected to recognize significant income from its $900M+ of PPP loans and Dime has raised over $ 116M of Preferred Stock year - to - date • Pro Forma Company maintains v ery h ealthy c apital ratios, e ven after conservatively m arking a significant p ortion of its
Slide 21: Illustrative Market Value Creation
BRIDGE BANCORP, INC. $456 $547 $453 $551 $188 $910 $1,098 Standalone Market Capitalizations¹ Capitalized Value of Cost Savings² Illustrative Combined Value 21 Illustrative Market Value Creation 1) Standalone market capitalizations as of June 30, 2020 2) Capitalized value of cost synergies reflects $
Slide 22: Transaction Highlights
BRIDGE BANCORP, INC. 22 Transaction Highlights Strategically Compelling, Transformative Partnership Accelerates Shareholder Value Creation Builds Upon Complementary Strengths Strong Financial and Cultural Compatibility Creates a Bank with Dominant Market Share
Slide 23: Appendix
BRIDGE BANCORP, INC. 23 Appendix
Slide 24: Earnings per Share Impact Build-Up
BRIDGE BANCORP, INC. 24 Earnings per Share Impact Build - Up 1) Based on median consensus estimates for FY2021E 2) Assumes 5% growth in PTPPI and normalized provision of 0.25% on gross loans for FY2022E 3) Includes impacts of all other merger adjustments Dollar values in millions, except per share a
Slide 25: Comprehensive Due Diligence Process
BRIDGE BANCORP, INC. 25 Comprehensive Due Diligence Process Emphasis on Shared Cultural Values Detailed Risk Management Analysis Human Capital Assessment and Planning Thorough Mutual Credit Review Finance, Accounting and Tax Evaluation Focus on Credit and Interest Rate Risk Given Current Environment
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