Wsfs Financial Corporation · NASDAQ:WSFS
Wsfs Financial — Merger or Acquisition (March 2021)
20 slides from Wsfs Financial's merger presentation, Mar 10, 2021
Slide 1: The Premier Bank and Wealth Management Franchise in the Mid-Atlantic Region
•The Premier Bank and Wealth Management Franchise in the Mid-Atlantic Region •March 10, 2021
Slide 2: Disclaimer
Disclaimer Important Additional Information will be Filed with the SEC: This presentation does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval with respect to the proposed acquisition by WSFS Financial Corporation (“WSFS
Slide 3: Combination of Two High-Performing Franchises
Combination of Two High-Performing Franchises Building Scale – Combines two high-performing franchises into the preeminent, locally-headquartered bank in the Greater Combined Franchise Metrics1 Philadelphia and Delaware Region Market Cap2 Assets Premier Wealth Management Franchise – Creates the regi
Slide 4: Strong Market Position, Poised for Organic Growth
Strong Market Position, Poised for Organic Growth Strengthens our unique market position between the larger out-of-market banks and smaller community banks in the 4th largest depository MSA in the country1 Net Deposits Market Rank ($M) Share Philadelphia-Wilmington-Camden 1 Wells Fargo $35,311 16.7%
Slide 5: Premier Wealth Management Franchise
Premier Wealth Management Franchise Comprehensive Relationship-based Platform Full Suite of • $43 billion in Assets Under Management and Assets under Products & Services Wealth $10B AUM Administration; $102 million in Core Fee Revenue1 Management WSFS BMT • 6th largest2 among full-service banks unde
Slide 6: Summary of Transaction Terms
Summary of Transaction Terms • BMBC to merge with and into WSFS Structure • 100% stock consideration • Implied value of $48.55 per share Implied • Aggregate transaction value of $976.4 million Transaction Value • Market premium of 16.0%1 Exchange Ratio • Fixed exchange of 0.90 shares of WSFS common
Slide 7: Compelling and Attractive Pro Forma Financial Impact
Compelling and Attractive Pro Forma Financial Impact Key Synergies & Key Financial Metrics Assumptions • $127 million of pre-tax one-time merger 6.7% 6.1% 18.0% related expenses Year 1 IRR • Approximately $73 million of annual cost EPS Accretion 13.4% TBV Share Dilution1 3.2yrs savings Year 2 TBV Ea
Slide 8: Continued Sustainable High Performance
Continued Sustainable High Performance Combined Franchise Results in a Top-quintile Performance Among National Peers1 2022E Fee Revenue % 2022E ROAA 2022E ROATCE 15.04% 31.3% 1.3% Peer Median Peer Median Peer Median 21.6% 1.0% 11.6% 1 Peer group includes 53 public banks nationwide with assets betwee
Slide 9: Resilient and Diversified Core Fee Revenue
Resilient and Diversified Core Fee Revenue WSFS – FY 2020 BMT – FY 2020 PRO FORMA – FY 2020 Net Interest Net Interest Net Interest Income Income Income 64% 71% 73% Core Net $635M $223M $858M Revenue1 Core Fee Revenue Core Fee Revenue Core Fee Revenue 20+ 27% 36% 29% Discrete lines of Cash Connect bu
Slide 10: Relationship-Based Loan and Deposit Franchise
Relationship-Based Loan and Deposit Franchise WSFS – FY 2020 BMT – FY 2020 PRO FORMA – FY 2020 Loan Yield1 5.03% 4.16% 4.78% C&I CRE 38% CRE C&I C&I 27% CRE 40% 37% 32% 23% Loan $9.2B $3.6B $12.9B Composition2 Construction 7% Construction PPP Consumer 8% Construction PPP Consumer Consumer 6% 13% 4%
Slide 11: Delivering Diversified Growth and Long-Term Value
Delivering Diversified Growth and Long-Term Value Proven Track Record of Successful and Value-added Integrations Total Shareholder Returns1 1 Year 5 Year 10 Year WSFS 56.6% 74.9% 291.1% KBW Bank 23.2% 105.6% 174.9% SNL U.S. Bank > $10B 14.8% 87.7% 141.2% NASDAQ Bank 28.5% 87.1% 195.3% Assets 1 Per B
Slide 12: Due Diligence Process
Due Diligence Process ✓ Comprehensive due diligence coordinated and led by key executives from WSFS and BMT ✓ Full engagement of external counsel, financial advisors, and consultants ✓ Key focus areas: Wealth, Credit Quality, Operations, Risk, Compliance, Legal, Regulatory, and Technology Wealth Ope
Slide 13: Appendix
Appendix 13
Slide 14: Selected Portfolios as of December 31, 2020
Selected Portfolios as of December 31, 2020 WSFS BMT PRO FORMA $84 million • Average Hotel loan is $3.2M $525 million $609 million Hotel 6.2% of portfolio1 2.3% of portfolio 5.0% of portfolio1 • Diverse mix of hotel flags and traffic type $668 million $332 million $1 billion • Average Retail loan is
Slide 15: Key Transaction Assumptions (Model Details)
Key Transaction Assumptions (Model Details) • Gross credit mark-down of $72.4 million pre-tax or 1.95% of BMBC total loans at close • Loan interest rate mark-up of $41.1 million pre-tax Loan Marks and • Non-PCD CECL reserve of $41.8 million established day 2 through provision expense (represents “do
Slide 16: Key Transaction Assumptions (Continued)
Key Transaction Assumptions (Continued) Loan Mark & CECL Tangible Book Value Reconciliation Pre-tax $Millions Credit Interest Rate Total Mark $Millions Aggregrate Per Share Non-PCD Loan Mark ($41.8) $34.4 ($7.4) WSFS Projected TBV 9/30/2021 $1,202.8 $26.90 PCD Loan Mark ($30.6) $6.7 ($23.9) Equity C
Slide 17: Estimated Earnings Per Share Impact – Year 1
Estimated Earnings Per Share Impact – Year 1 Year 1 ($Millions, except per share values) Pro Forma WSFS' Consensus Net Income Estimate $154 BMT's Consensus Net Income Estimate $58 WSFS Consensus EPS Estimate $3.56 BMT Consensus EPS Estimate $2.90 After-Tax Transaction Adjustments: Cost Savings $32 I
Slide 18: Capital Overview – Holding Company
Capital Overview – Holding Company Tier 1 Common Ratio Tier 1 Ratio Tangible Common Equity1 6.5% Well Capitalized 12.50% 8% Well Capitalized $1,663 11.87% 11.86% 11.63% 11.63% $1,234 11.29% $424 WSFS BMBC Pro Forma WSFS BMBC Pro Forma WSFS BMBC Pro Forma 12/31/2020 12/31/2020 at Close 12/31/2020 12/
Slide 19: Non-GAAP Financial Information
Non-GAAP Financial Information This presentation contains financial measures determined by methods other than in accordance with accounting principles generally accepted in the United States (GAAP). This presentation may include the following non-GAAP measures: • Core fee revenue is a non-GAAP measu
Slide 20: Non-GAAP Financial Information
Non-GAAP Financial Information WSFS BMT Combined Twelve Months Ended (dollars in thousands, except per share data) December 31, 2020 Net interest income (GAAP) $ 465,955 $ 143,787 $ 609,742 Core net interest income (non-GAAP) $ 465,955 $ 143,787 $ 609,742 Noninterest income (GAAP) $ 201,025 $ 81,971