Independent Bank Corp. · NASDAQ:INDB
Independent Bank — Merger or Acquisition (December 2024)
23 slides from Independent Bank's merger presentation, Dec 9, 2024
Slide 1: Merger Investor Presentation
+ Merger Investor Presentation December 9, 2024
Slide 2: Disclaimer and Caution About Forward-Looking Statements
Disclaimer and Caution About Forward-Looking Statements CAUTION REGARDING FORWARD-LOOKING STATEMENTS This communication may contain forward-looking statements, including, but not limited to, certain plans, expectations, goals, projections, and statements about the benefits of the proposed transactio
Slide 3: Disclaimer and Caution About Forward-Looking Statements
Disclaimer and Caution About Forward-Looking Statements ADDITIONAL INFORMATION AND WHERE TO FIND IT This communication is being made with respect to the proposed transaction involving Independent and Enterprise. This material is not a solicitation of any vote or approval of the Enterprise shareholde
Slide 4: Enterprise Bancorp, Inc. Snapshot
Enterprise Bancorp, Inc. Snapshot 27 Branches 573 FTE Employees • Founded by Chairman George Duncan in 1989 • Market capitalization of $453 million 1989 • Operate in vibrant economic markets with attractive demographics Year Founded • Consistent, 35-year history of strong organic market expansion, g
Slide 5: Overview of Enterprise Bancorp Acquisition
Overview of Enterprise Bancorp Acquisition Pro Forma Combined Company $25Bn $20Bn $19Bn $8.7Bn 151 $3.6Bn in Assets in Deposits in Loans of Wealth AUM Branches Market Cap Financially Attractive Acquisition Enterprise is a key addition to attractive Boston area franchise 16.2% New Hampshire GAAP EPS
Slide 6: Strategic Rationale
Strategic Rationale Continued Market Expansion Balance Sheet Strength ◼ Continuation of INDB’s successful long-term ◼ Low-cost deposit base comprised of over 85% core acquisition strategy of gradual geographic deposits(1) expansion ◼ Adds over $4 billion of deposits in demographically ◼ History of p
Slide 7: Key Expansion into Northern MA & Southern NH
Key Expansion into Northern MA & Southern NH Northern MA & Southern NH Branch Network Key Region Demographics(1) INDB EBTC Indicates key community 1.9% 3.2% > 1.2mm ’24 – ’29 Proj. 2024 Unemployment 2024 Population Population Change Rate $112,083 8.6% 2024 Median ’24 – ’29 Proj. Median Rockingham Ho
Slide 8: Enterprise Deposit Franchise
Enterprise Deposit Franchise Core Funding Focus Cycle Deposit Beta(2) Non-Core Deposits 13% 9/30/24 Deposit Portfolio 50% Core Deposits (1) $3,648,472 Non-Core Deposits $540,989 Total Deposits $4,189,461 36% No brokered deposits as of Core Deposits (1) 9/30/24 87% EBTC EBTC Peers(3) Historically Low
Slide 9: Strategic Market Share Positioning
INDB Standalone County Strategic Market Share Positioning EBTC Standalone County Pro Forma County Creating Top 10 Market Share in all Counties of Operation INDB EBTC Pro Forma Market Market Market Deposits Share Deposits Share Deposits Share Counties Branches ($bn) (%) Rank Branches ($mm) (%) Rank B
Slide 10: Transaction Structure and Terms
Transaction Structure and Terms ◼ 0.6000x shares of Independent common stock and $2.00 per share in cash to be exchanged for each share of Structure and Enterprise common stock Exchange Ratio ◼ Pro forma ownership: ~ 85% INDB / ~15% EBTC ◼ $45.06 per Enterprise share(1) Transaction Value ◼ Aggregate
Slide 11: Estimated Financial Impact
Estimated Financial Impact Financially Compelling Transaction Robust Pro Forma Capital Including Rate Marks With $250 Million Subordinated Debt Raise 16.2% (9.8%) ~3 Yrs 2026E EPS TBV TBV 9.4% 12.6% Accretion Dilution Earnback TCE CET1 Ratio Ratio Excluding Rate Marks(1) 15.6% 308% 7.0% (2.7%) <2 Yr
Slide 12: Pro Forma Profitability Relative to Peers
Pro Forma Profitability Relative to Peers Return on Avg. Assets (2026E) +14bps 1.41% 1.32% 1.27% 1.14% INDB Top INDB Median Pro Forma Quartile Standalone Return on Average Tangible Common Equity (2026E) +387bps 15.7% 13.7% 12.7% 11.9% INDB Top Median INDB Pro Forma Quartile Standalone Source: S&P Ca
Slide 13: Pro Forma Loan & Deposit Distribution
Pro Forma Loan & Deposit Distribution (1) PRO FORMA Commercial Commercial & Non-Owner & Industrial Commercial & Industrial Occupied CRE Non-Owner 13% Industrial Consumer & 12% 29% Occupied CRE Non-Owner 11% Other Occupied CRE Consumer & 35% Consumer 3% 37% Other & Other Loans $14.4B $3.9B $18.2B 8%
Slide 14: Historical Net Interest Margin
Historical Net Interest Margin INDB & EBTC versus Pro Forma Peers(1) Highlights 3.75 ▪ INDB & EBTC’s NIM has closely tracked over the past several 3.54 3.54 years 3.50 Net Interest Margin (%) 3.51 ▪ Benefit from strong low-cost 3.46 deposit funding bases 3.29 ▪ Adverse impact from lagged 3.25 3.23 3
Slide 15: Key Transaction Assumptions
Key Transaction Assumptions ◼ INDB Earnings per Street Consensus Earnings ◼ EBTC Earnings per INDB Management ◼ Estimated cost savings of approximately 30% of Enterprise’s annual operating expense Cost Savings & Merger ▪ 50% phase-in during 2025 and 100% in 2026 and thereafter Costs ◼ $61.2 million
Slide 16: Comprehensive Due Diligence Conducted
Comprehensive Due Diligence Conducted Due Diligence Scope of Review ◼ Comprehensive due diligence review of EBTC completed over a three-month period ◼ Diligence review covered all functional areas, in addition to business strategies, clients, associates, and culture ◼ Heightened diligence focus surr
Slide 17: Continuing Community Commitment
Continuing Community Commitment Rockland Trust, like Enterprise Bank, has always operated with a strong community focus: ◼ Both banks are recognized for community leadership and philanthropy ◼ Combined charitable giving and community sponsorship of over $5.7MM(1) ◼ Recognized as top charitable contr
Slide 18: Continuation of Successful Long-Term Acquisition Strategy
Continuation of Successful Long-Term Acquisition Strategy Total Assets, ($Bn) 24.2 20.4 4.7 6.5 11.4 8.9 2.8 19.3 19.3 19.4 7.7 8.1 7.2 0.2 0.4 13.9 0.6 0.3 13.2 7.4 7.9 8.5 8.6 6.6 (1) 2015Y 2016Y 2017Y 2018Y 2019Y 2020Y 2021Y 2022Y 2023Y 2024Q3 Source: S&P Capital IQ Pro (1) Excludes purchase acco
Slide 19: Appendix
Appendix INDEPENDENT BANK CORP.
Slide 20: Appendix A: Capital Generation
Appendix A: Capital Generation Combined Capital Generation ($ in millions) (1) INDB Standalone Earnings 264.6 (2) EBTC Standalone Earnings 49.4 After-Tax Cost Savings 27.4 (3) Other Impacts to Earnings (9.9) Subtotal $331.5 2026 Combined Accretion of Non-PCD Mark 11.9 Earnings Accretion of Interest
Slide 21: Appendix B: Enterprise CRE Portfolio Detail
Appendix B: Enterprise CRE Portfolio Detail Non-Owner Occupied CRE Commercial Construction $1.6B (41% of loan portfolio) $674mm (17% of loan portfolio) Land Office 13% 1-4 Family 12% 16% Resid Retail Resid Condos Single Lot 11% 18% 13% Industrial/Warehouse Commercial Building 7% Multi-Family 9% 28%
Slide 22: Appendix C: Illustrative Pro Forma Earnings Reconciliation
Appendix C: Illustrative Pro Forma Earnings Reconciliation Inc. Rate Ex. Rate Marks Marks(1) ($ in millions except for per share figures) 2026Y 2026Y INDB Earnings $264.6 $264.6 EBTC Earnings 49.4 49.4 Combined Earnings $314.0 $314.0 After-Tax Merger Adjustments Cost Savings 27.4 27.4 Accretion of R
Slide 23: Appendix D: Tangible Book Value Dilution Reconciliation
Appendix D: Tangible Book Value Dilution Reconciliation Goodwill Reconciliation TBV Reconciliation ($ in millions) At Close ($ in millions except for per share figures) At Close Transaction Consideration $562.2 INDB Standalone Common Equity $3,094.4 Less: Goodwill and Intangibles (993.8) EBTC Standa
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