Trico Bancshares · NASDAQ:TCBK
Trico Bancshares — Merger or Acquisition (December 2017)
15 slides from Trico Bancshares's merger presentation, Dec 11, 2017
Slide 1: Acquisition of FNB Bancorp
Acquisition of FNB Bancorp Milestone Transaction Building Northern California’s Premier Community Bank Investor Presentation December 11, 2017 Service With Solutions TM
Slide 2: Safe Harbor Statement
SAFE HARBOR STATEMENT Forward Looking Statements This investor presentation may contain forward-looking statements regarding TriCo Bancshares (“TriCo”), including its wholly owned subsidiary Tri Counties Bank, FNB Bancorp (“FNBG”), including its wholly owned subsidiary First National Bank of Norther
Slide 3: Transaction Highlights
TRANSACTION HIGHLIGHTS • Contiguous expansion opportunity provides an established presence in the San Francisco MSA, accessing Northern California’s largest metropolitan market Vast • Enhances the demographic profile of the TriCo franchise, increasing opportunities for growth Strategic • Enables Tri
Slide 4: Merger Summary
MERGER SUMMARY • 100% stock consideration to common shareholders; option holders to be cashed out Deal Terms • Fixed exchange ratio, 0.980x shares of TCBK common stock for each share of FNBG stock • Aggregate transaction value of $315mm or $40.81 per share(1) • Fixed exchange ratio of 0.980x when TC
Slide 5: Premier NorCal Community Bank
PREMIER NORCAL COMMUNITY BANK • TCBK has an extensive presence throughout Northern California and the Central Valley with 66 FNBG (12) branches • FNBG’s twelve branches across the SF Peninsula provide scale in a key Northern California market • FNBG adds an established presence with a 50+ year histo
Slide 6: Market Position in NorCal
MARKET POSITION IN NORCAL • FNBG and TriCo will create the largest Northern California- Largest Northern California Based Banks based community bank at over $6bn in assets Community MRQ Total Assets • TriCo currently has a dominant market share in several Rank Bank Rank Institution ($mm) 1 Wells Far
Slide 7: Bay Area Opportunity
BAY AREA OPPORTUNITY Economy Major Employers Strong Demographics(1) • The Bay Area’s $780 billion economy • The Bay Area is home to 36 Fortune 2017 Median HHI would rank 5th among all US states 500 companies, more than any other and 18th globally among all countries US region except New York $104,23
Slide 8: Overview of FNB Bancorp
OVERVIEW OF FNB BANCORP Company Background Financial Summary • FNB Bancorp (NASDAQ: FNBG) is the bank holding Balance Sheet ($ millions) company for First National Bank of Northern California Total Assets $1,275 • Bank was founded in 1963 and is headquartered in Deposits 1,045 South San Francisco, C
Slide 9: Pro Forma Loan & Deposit Mix
PRO FORMA LOAN & DEPOSIT MIX TCBK FNBG Pro Forma(1) 1.0% 7.8% 3.7% 1.3% 6.2% 1.1% 7.4% 9.9% 17.0% 8.5% Loan Portfolio 14.9% 15.3% 5.9% Highly Similar 5.2% Lending Focus, 5.0% 61.5% 65.9% 62.5% Shared Credit Culture C&I CRE Construction & Land Residential Mortgage Home Equity Consumer & Other $2.9B L
Slide 10: Transaction Assumptions
TRANSACTION ASSUMPTIONS • Estimated at $8.7mm or 28% of FNBG’s 2017E expense base • Primarily driven by executive management and back office operations as well as significant IT savings from elimination of FNBG’s in-house data processing function Cost Savings • Retain branches and substantially all
Slide 11: Financial Impact & Pricing
FINANCIAL IMPACT & PRICING • 2018e: 2% accretive excluding transaction costs (assumes cost savings at a 75% run-rate) EPS Accretion(1) • 2019e: 8% EPS accretion (cost savings fully phased-in) • Initial TBV dilution of 6.6% TBV Impact • TBV earnback of 4.7 years via crossover method • Internal rate o
Slide 12: Transaction Summary
TRANSACTION SUMMARY • FNBG represents the ideal partner for TriCo’s entry into the Bay Area – Optimal scale at $1.3bn in assets with a similar customer base and lending focus – Unique presence with twelve branches, a 50+ year history and the largest local bank headquartered on the SF Peninsula – Imp
Slide 13: Appendix
APPENDIX 13 | December 2017 ® trico bancshares
Slide 14: Pro Forma Capital Ratios
PRO FORMA CAPITAL RATIOS TCBK FNBG Pro Forma Tangible Common Equity Ratio(1) 9.5% 9.2% 9.2% Leverage Ratio 11.0% 9.2% 10.3% Common Equity Tier-1 Ratio 12.0% 11.6% 11.6% Tier-1 Ratio 13.6% 11.6% 12.9% Risk Based Capital Ratio 14.4% 12.6% 13.5% Source: SNL Financial. TCBK and FNBG information as of 9/
Slide 15: Non-GAAP Financial Measures
NON-GAAP FINANCIAL MEASURES Tangible common equity to tangible assets (the "tangible common equity ratio") and tangible book value per share are a non‐GAAP financial measures derived from GAAP‐based amounts. We calculate the tangible common equity ratio by excluding the balance of intangible assets
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