Banner Corporation · NASDAQ:BANR
Banner — Merger or Acquisition (July 2019)
11 slides from Banner's merger presentation, Jul 24, 2019
Slide 1: Banner Adds Scale in California with the Acquisition of AltaPacific Bancorp
Exhibit 99.2 BANNER ADDS SCALE IN CALIFORNIA WITH THE ACQUISITION OF ALTAPACIFIC BANCORP JULY 24, 2019Exhibit 99.2 BANNER ADDS SCALE IN CALIFORNIA WITH THE ACQUISITION OF ALTAPACIFIC BANCORP JULY 24, 2019
Slide 2: Safe Harbor Forward-Looking Statements
2 Safe Harbor Forward-Looking Statements When used in this communication and in other documents filed with or furnished to the Securities and Exchange Commission (the “SEC”), in press releases or other public stockholder communications, or in oral statements made with the approval of an authorized e
Slide 3: Additional Important Information
3 Additional Important Information In connection with the proposed acquisition of AltaPacific, Banner will file a registration statement on Form S-4 with the SEC to register the shares of Banner’s common stock to be issued in connection with the merger. The registration statement will include a prox
Slide 4: Transaction Highlights
4 Transaction Highlights • Adds meaningful scale in California with over $430 million in assets • Increases Banner’s presence in California to nearly $2bn in assets and deposits on a pro forma basis • Highly attractive deposit franchise that has been resilient through the rising rate cycle Strategic
Slide 5: AltaPacific Bancorp Overview
5 AltaPacific Bancorp Overview Company Introduction AltaPacific Branch Locations • Founded in 2006 and headquartered in Santa Rosa, CA • Six branches with a presence in Northern and Southern California • Five branches serving Southern California with 1 $274mm in deposits (~80% of total deposits ) •
Slide 6: California Pro Forma Branch Footprint
6 California Pro Forma Branch Footprint Pro Forma Deposit Market Share by County Market 5- ABNK BANR Pro Forma Market Total Pro Forma Pro Forma Year ABNK Deposits BANR Deposits Pro Forma Deposits Deposits Market Market Deposit County Branches ($000) Branches ($000) Branches ($000) ($000) Share Rank
Slide 7: Significantly Enhances California Presence
7 Significantly Enhances California Presence 2 Summary Market Share Impact • Additional scale improves competitive position and density Total deposits increase from $84mm to $190mm Riverside in Southern California County Market share rank improves from #25 to #18 • Surpasses $1bn of deposits in Sout
Slide 8: Loan Portfolio Composition
8 Loan Portfolio Composition AltaPacific Bancorp Loan Portfolio Overview AltaPacific Bancorp Loan Growth History ($ in millions) • Total loan ~10% CAGR 2014 – Q2 2019 $339 $328 $296 • Strong asset quality and underwriting standards $233 $225 $225 • NPAs/ Assets of 0.01%; NCOs of < $1mm over company
Slide 9: Low Cost Deposit Base
9 Low Cost Deposit Base AltaPacific Bancorp Deposit Overview AltaPacific Bancorp Deposit Cost History AltaPacific Deposit Cost Fed Funds Rate • 0.32% cost of deposits 2.40% 2.39% 2.20% • 41% non-interest bearing deposits 1.91% 1.70% 1.42% • 97% non-CD deposits 1.15% 1.16% 1 • 99% core deposits 0.34%
Slide 10: Transaction Overview
10 Transaction Overview • Fixed exchange ratio of 0.2712x - AltaPacific shareholders will receive approximately 1.6mm BANR shares, subject to potential adjustment • 100% stock transaction for common shareholders (cash for outstanding options) Consideration and Deal Value • AltaPacific shareholders w
Slide 11: Financial Impact and Merger Assumptions
11 Financial Impact and Merger Assumptions • ~1.8% EPS accretion in 2020 and 2021 • Tangible Book Value dilution of ~1.1% at closing Financial • TBV per share earnback of < 3 years under both crossover and simple methods Impact • Internal rate of return over 20% • Strong capital ratios maintained on