Columbia Banking System, Inc. · NASDAQ:COLB
Columbia Banking System — Merger or Acquisition (October 2021)
21 slides from Columbia Banking System's merger presentation, Oct 12, 2021
Slide 1: Columbia + Umpqua
Columbia + Umpqua Combining to create the West Coast’s leading regional bank October 12, 2021 0
Slide 2: Disclaimer
Disclaimer FORWARD-LOOKING STATEMENTS This communication may contain certain forward-looking statements, including, but not limited to, certain plans, expectations, goals, projections, and statements about the benefits of the proposed transaction, the plans, objectives, expectations and intentions o
Slide 3: West Coast's leading regional bank, positioned to win in attractive growth markets
West Coast’s leading regional bank, positioned to win in some of the country’s most attractive growth markets A leading West Coast Expanded growth Complementary focused franchise opportunities strategies Deposits 15% Tremendous Largest independent Improved growth ROATCE Combined scarcity value: inst
Slide 4: Transaction summary
Transaction summary Columbia Banking System, Inc. to issue shares to shareholders of Umpqua Holdings Corporation Pro forma ticker: COLB Columbia’s balance sheet will be subject to fair value accounting Structure & 100% common stock consideration Fixed exchange ratio: Umpqua shareholders wi
Slide 5: Strong governance, proven leadership
Strong governance, proven leadership Executive management team Board of directors Clint Stein Cort O’Haver Cort O’Haver Craig Eerkes Chief Executive Officer Executive Chair Executive Chair Lead Independent Director 7 7 Chris Merrywell Tory Nixon Ron Farnsworth President of President of EVP & Consume
Slide 6: Strategic Rationale
Strategic Rationale 5
Slide 7: A West Coast franchise unlike any other
A West Coast franchise unlike any other Combined company deepens its foothold in the #2 in our footprint¹ and #1 independent . . . creating a West Coast regional powerhouse Northwest and California . . . franchise focused on the West Coast² Deposits Market Spokane Rank Institution ($bn) share (%) $5
Slide 8: Commercial lending focus complemented by highly-recognized retail franchise
Commercial lending focus complemented by highly-recognized retail franchise Commercial lending focus . . . Complementary business lines Diversified lending platform with unmatched lower and middle market Revenue upside commercial franchise Corporate lending Entrenched local presence with exp
Slide 9: Potential to unlock meaningful growth through business diversification and a larger balance sheet
Potential to unlock meaningful growth through business diversification and a larger balance sheet Loan portfolio composition Pro forma¹ Consumer & Consumer & Consumer & other, <1% other, 1% other, 1% 1–4 family PPP PPP PPP Agriculture 1–4 family 1–4 family C&I 7% 6% C&I 8% 7% C&I 18% C&D 7% 24% 21%
Slide 10: Nationally leading core deposit franchise provides a rate-resilient funding base
Nationally leading core deposit franchise provides a rate-resilient funding base Highlights Deposit composition 3% 8% 6% Core deposits include 44% non-interest Time 33% 36% bearing demand deposits MMDA & savings 37% 15% Interest bearing demand 13% 14% Deposit costs of 8bps, and well-positioned N
Slide 11: Strong technology foundation combined with larger scale enhances competitive position
Strong technology foundation combined with larger scale enhances our competitive position and customer offerings Leveraging the best-in-class technology platforms from each organization What we’ve done . . . . . . and where we’re going Meaningful business and consumer engagement at an accelerating p
Slide 12: Supporting our communities and employees
Supporting our communities and employees Our combined franchise will remain relationship-based and our community roots will only grow stronger Employee Diversity, equity Supporting affordable volunteering and inclusion housing Community philanthropy Supporting our High ESG efforts local charities st
Slide 13: Diligence and Financial Impact
Diligence and Financial Impact 12
Slide 14: Collaborative due diligence process
Collaborative due diligence process Key focus areas Led by Columbia and Umpqua senior leadership teams Dedication of company-wide resources and outside professionals to Credit & underwriting Enterprise risk management assess benefits and opportunities Thorough Deep dive across business lines,
Slide 15: Key financial assumptions
Key financial assumptions Standalone earnings Consensus earnings estimates for Columbia and Umpqua¹ Estimated pre-tax $135mm of full run-rate savings, or 12.5% of combined noninterest expenses² (over and above Umpqua’s announced Next Gen 2.0 Cost savings initiative); grown at 3.0% per year begin
Slide 16: Unlocking value for shareholders while achieving increased scale and profitability
Unlocking value for shareholders while achieving increased scale and profitability 25% 23% 11% 8% Earnings benefits to both shareholders¹ Core cash² EPS GAAP EPS Core cash² EPS GAAP EPS accretion accretion accretion accretion (5.9%) 2.6 years 12%+ ~$260mm Strategic use of capital Excess capital TBV
Slide 17: Compelling investment thesis
Compelling investment thesis A scaled organization, positioned to win in some of the country’s most attractive growth markets Commercial lending focus complemented by highly-recognized retail franchise Meaningful value creation to shareholders and strong pro forma profitability Like-minded instituti
Slide 18: Appendix
Appendix 17
Slide 19: Purchase accounting summary
Purchase accounting summary Tangible book value per share dilution Calculation of intangibles created Millions of $ millions basic shares $ per share $ millions Columbia Fixed exchange ratio 0.5958x Columbia tangible book value as of June 30, 2021 $1,692 78.5 Reciprocal exchange ratio 1.6784x (–) Re
Slide 20: Earnings per share accretion
Earnings per share accretion GAAP ($mm) Core cash ($mm) Millions of diluted shares Columbia 2023E standalone net income $215 $215 78.7 Umpqua 2023E standalone net income 407 407 218.1 Combined net income $623 $623 After-tax cash adjustments Cost savings – fully phased-in for illustrative purposes¹ $
Slide 21: Excess capital generation
Excess capital generation Excess capital generation (2023E) CET1 ratio of combined company at close Annual $mm 12%+ Fully synergized earnings¹ ~$705 (–) Capital for organic growth² ~(195) 10% (–) Dividends³ ~(250) Excess capital generation ~$260 Per share, before repurchases ~$1.25 Closing Target So
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