Baycom Corp · NASDAQ:BCML
Baycom — Merger or Acquisition (December 2018)
10 slides from Baycom's merger presentation, Dec 10, 2018
Slide 1: Expands Southern California Footprint
December 10, 2018 Expands Southern California Footprint
Slide 2: Forward Looking Statements
2 Forward Looking Statements When used in this presentation and in other documents filed with or furnished to the Securities and Exchange Commission (the “SEC”), in press releases or other public shareholder communications, or in oral statements made with the approval of an authorized executive offi
Slide 3: Safe Harbor Additional Information
3 Safe Harbor Additional Information : In connection with the proposed merger, BayCom will file with the SEC a registration statement on Form S - 4 that will include a proxy statement of Uniti and a prospectus of BayCom , as well as other relevant documents concerning the proposed transaction . This
Slide 4: Transaction Rationale
4 Transaction Rationale Strategically Compelling Financially Attractive Low Risk □ Comprehensive due diligence process completed □ BCML has a successful track record completing and integrating mergers and acquisitions, including culturally and ethnically diverse banks such as Plaza Bank, United Busi
Slide 5: Uniti Financial Corporation Overview
5 □ Balance Sheet: ▪ Assets: $ 343.6 million ▪ Loans: $262.4 million ▪ Deposits: $294.6 million □ Capital Ratios: ▪ TE/TA: 13.56% ▪ Leverage Ratio: 13.89% ▪ Total Risk - Based Capital Ratio: 18.58% □ Asset Quality: ▪ NPAs/Assets (ex. TDRs): 0.02% ▪ Reserves/Loans: 1.27% □ Profitability: ▪ ROAA: 1.17
Slide 6: Transaction Terms
6 Transaction Terms Aggregate Deal Value 1 Termination Fee Anticipated Closing □ Q2 2019 □ $ 63.9 million □ Price/2018 Est. EPS: 17.3x □ Price/2019 Est. EPS after cost saves: 11.6x Purchase Price Consideration Mix P/TBV Required Approvals □ Approximately $3.99 per share □ 42.4% stock and 57.6% cash
Slide 7: Key Transaction Assumptions
7 Key Transaction Assumptions Estimated Cost Savings Capital Contingency: □ 25% □ None modeled Purchase Accounting Marks Core Deposit Intangible Revenue Synergies: □ $ 1.1 million loan mark, net of elimination of discounts on purchased loans □ $1.5 million mark on mortgage servicing asset □ $2.9 mil
Slide 8: Pro Forma Loan Portfolio
8 Pro Forma Loan Portfolio 1 ) Includes combination with MyBank which closed November 30, 2018 As of September 30, 2018 Bank level regulatory data shown; does not include purchase accounting adjustments Source: Regulatory call reports, S&P Global Market Intelligence BCML¹ UIFC Pro Forma Composition
Slide 9: Pro Forma Deposit Composition
9 Pro Forma Deposit Composition BCML¹ UIFC Pro Forma 1 ) Includes combination with MyBank which closed November 30, 2018 As of September 30, 2018 Bank level regulatory data shown; does not include purchase accounting adjustments Source: Regulatory call reports, S&P Global Market Intelligence Composi
Slide 10: Uniti Financial Corporation Financial Overview
10 Uniti Financial Corporation Financial Overview For the Twelve Months Ended In $000s except for per share data 12/31/15 12/31/16 12/31/17 3/31/18 6/30/18 9/30/18 Balance Sheet Total Assets $232,706 $263,488 $319,525 $316,317 $325,379 $343,578 Total Gross Loans $161,040 $200,912 $249,961 $245,342 $