Fulton Financial Corporation · NASDAQ:FULT
Fulton Financial — Merger or Acquisition (April 2024)
16 slides from Fulton Financial's merger presentation, Apr 29, 2024
Slide 1: Strategic Acquisition of Republic Bank in an FDIC Transaction
Exhibit 99.2 Strategic Acquisition of Republic Bank in an FDIC Transaction | April 29, 2024
Slide 2: Forward-Looking Statements
FORWARD-LOOKING STATEMENTS This presentation contains forward-looking statements with respect to the financial condition, results of operations, and business of Fulton Financial Corporation (the “Corporation” or ”Fulton”), including after giving effect to the acquisition of certain assets and assump
Slide 3: Presentation of Financial Information
PRESENTATION OF FINANCIAL INFORMATION This presentation also includes certain projected financial information of the Corporation on a combined company basis, assuming consummation of the Transaction. Unless otherwise indicated, (i) the financial information for the Corporation is presented as of Mar
Slide 4: A Strategic and Financially Compelling Transaction with Mitigated Execution Risk
A STRATEGIC AND FINANCIALLY COMPELLING TRANSACTION WITH MITIGATED EXECUTION RISK ü§ Advances Strategic Growth Plan by Adding ~$4.2 billion in Deposits and ~$2.9 billion in Loans, Concentrated in the Heart of Our Philadelphia Market - Substantially increases Fulton’s Philadelphia metropolitan statist
Slide 5: Opportunistically Strengthens Fulton's Philadelphia Market
OPPORTUNISTICALLY STRENGTHENS FULTON’S PHILADELPHIA MARKET Combined (1) Company PA Total Assets $27.6bn $5.2bn $32.8bn MD Loans & Leases $21.5bn $2.9bn $24.4bn NJ DE Atlantic Fulton (68) Deposits $21.7bn $4.2bn $25.9bn City MSA (2) Republic Bank (30) (3) Sizeable Deposit Base of Republic Bank Philad
Slide 6: Opportunistic Expansion Across Similar Lending Products, Services and Markets
OPPORTUNISTIC EXPANSION ACROSS SIMILAR LENDING PRODUCTS, SERVICES AND MARKETS OF OPERATION Combined Company Consumer + Other Other Consumer + Consumer + Home Equity 2% 1% Home Equity Home Equity 3% Residential 8% 8% Residential 26% Commercial Residential 27% 19% 33% Commercial Commercial 21% 21% Com
Slide 7: 20% Increase in Deposit Base Benefiting from Favorable Deposit Mix
20% INCREASE IN DEPOSIT BASE BENEFITING FROM FAVORABLE COMBINED COMPANY DEPOSIT MIX Combined Company Noninterest- Noninterest- Noninterest Interest- Bearing Bearing -Bearing Interest- Bearing Demand Demand Interest- Demand Bearing Demand 23% 18% Bearing 23% Demand 50% Demand 25% 29% Brokered + Time
Slide 8: Acquiring Certain Assets and Assuming Certain Liabilities of Republic Bank from the FDIC
ACQUIRING CERTAIN ASSETS AND ASSUMING CERTAIN LIABILITIES OF REPUBLIC BANK FROM THE FDIC Acquired Balance Sheet ($ in billions) Acquisition Details Assets § Fulton is acquiring a highly liquid balance sheet with cash and securities (1) Cash $1.0 accounting for ~50% of total assets (1) § $1.0 billion
Slide 9: Key Transaction Assumptions
KEY TRANSACTION ASSUMPTIONS § Securities portfolio acquired at fair value with an estimated discount of ~$550 million Rate Marks § Loans, deposits and incremental securities marks of ~$314 million § Gross credit mark of ~2.8% of total loans (~$83 million) Credit Mark § ~35% of the mark on purchase c
Slide 10: Strengthening Our Liquidity Position
STRENGTHENING OUR LIQUIDITY POSITION (1) Expected to Generate $800mm Cash for Fulton Combined Company Liquidity Metrics Sources Anticipated Uses Standalone Combined Company $0.2 billion $0.6 billion (1) Balance Sheet Cash BTFP Repaid Cash / Assets Republic Bank Republic Bank ~1.7% ~3.4% $0.7 billion
Slide 11: Well Positioned Post Acquisition
WELL POSITIONED POST ACQUISITION Q1 2024 - Actual Combined with Republic Bank and Adjusted for $250 Million Common Stock Issuance 13.9% 13.3% 11.0% 10.6% 10.2% 9.9% 9.4% 8.8% 7.4% 7.0% (1) TCE/TA Leverage Ratio CET1 Ratio Tier 1 Ratio Total Capital Ratio Strong capital position, supplemented by oppo
Slide 12: Lower Execution Risk Driven by Familiarity of Customer Base, Market and Asset Discount
LOWER EXECUTION RISK DRIVEN BY FAMILIARITY OF CUSTOMER BASE, THE MARKET AND ASSET DISCOUNT Lower Execution Risk Due Diligence Well-Positioned for Integration § Fulton is already familiar with § Due diligence work covered all § The Corporation is an Republic Bank customers, key areas, including clien
Slide 13: Key Takeaways
KEY TAKEAWAYS § Advances Strategic Growth Plan by Adding ~$4.2 billion in Deposits and ~$2.9 billion in Loans, ü Concentrated in The Heart of Our Philadelphia Market § Meaningful Financial Impact and Return Potential for Fulton Shareholders ü § Improves Liquidity and Capital Position through Anticip
Slide 14: Appendix
APPENDIX 14
Slide 15: Bargain Purchase Gain Build-Up and Anticipated Tangible Book Value Impact
BARGAIN PURCHASE GAIN BUILD-UP AND ANTICIPATED TANGIBLE BOOK VALUE IMPACT Tangible Common Equity Share Count TBV per Share (1) (1) ($mm) (mm) ($) Fulton Standalone (as of 3/31/24) $2,005 162 $12.37 Transaction Fair Market Value & Other Adjustments Asset Discount $374 Total Fair Value Adjustments (Cr
Slide 16: Certain GAAP to Non-GAAP Reconciliations
CERTAIN GAAP TO NON-GAAP RECONCILIATIONS Management believes that the non-GAAP financial measures presented herein provide useful supplemental information to both management and investors in understanding the Corporation's underlying operational performance, business and performance trends, and may
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