Independent Bank Corp. · NASDAQ:INDB
Independent Bank — Merger or Acquisition (November 2008)
18 slides from Independent Bank's merger presentation, Nov 12, 2008
Slide 1: Acquisition of Benjamin Franklin Bancorp, Inc.
Acquisition of Benjamin Franklin Bancorp, Inc. November 10, 2008
Slide 2: Strategic Rationale
Strategic Rationale Contiguous expansion into highly attractive markets Greater access to Boston's western suburbs Excellent demographics and higher density Acquiring a healthy, well-run, growing community bank Building franchise value - solid loan and deposit base Ability to penetrate Benjamin Fran
Slide 3: Benjamin Franklin Bancorp. Profile
Benjamin Franklin Bancorp. Profile As of 9/30/08 Assets: $ 981 MM Loans: $ 679 MM Deposits: $ 661 MM Stockholders Equity: $ 107 MM Total Risk-Based Cap: 11.7% YTD Earnings: $3.5 MM NPA's: $8.8 MM
Slide 4: INDB/BFBC Footprint
INDB/BFBC Footprint INDB: 61 Branches BFBC: 11 Branches
Slide 5: Significant Deposit Share Improvement in Key Greater Boston Market
Significant Deposit Share Improvement in Key Greater Boston Market Source: SNL Financial; Deposit/Market Share data as of June 30, 2008
Slide 6: Benjamin Franklin Bancorp. Footprint - Highly Attractive Markets
Benjamin Franklin Bancorp. Footprint - - Highly Attractive Markets MA INDB BFBC A 68.176 B 70.9 C 85.7 C Median HH Income ($ Thou.) 2008 Total Population (Thou.) 2008 Source: SNL Financial INDB/BFBC Proforma MA A 3430 B 6518 C (ex Worcester)
Slide 7: Benjamin Franklin Bancorp. - Not A Troubled Institution
Benjamin Franklin Bancorp. - - Not A Troubled Institution Consistently profitable Solid organic growth Avoided problem exposures, e.g. no subprime Core deposits now at 62% of total deposits Well-capitalized
Slide 8: Benjamin Franklin Bancorp. - Healthy, Well-run, Growing Bank
Benjamin Franklin Bancorp. - - Healthy, Well-run, Growing Bank Q3 '08 vs. Prior Yr vs. Prior Qtr Net Income $1.2 MM ? 14% ? 14% Loans $679 MM ? 14% ? 5% * Deposits $661 MM ? 5% ? 4% * Int. Margin 3.13% ? 20bp ? 13bp Tangible Bk/Sh $9.17 ? 4% ? 1% * * (annualized)
Slide 9: Benjamin Franklin Bancorp. - High Quality Loan Portfolio
Benjamin Franklin Bancorp. - - High Quality Loan Portfolio Q3 '08 Resi Mort. Comm'l Home Eq./Consumer Comm'l Real Estate $679 MM 0.34 0.26 0.06 0.34 $679 MM NPA's: $8.8Mil (1.30%) Net Chargeoffs (YTD): $65 thou.
Slide 10: Smooth Integration Expected
Smooth Integration Expected Thorough due diligence performed Extensive review of credit and securities portfolios Multi-week effort INDB's operating platform highly leverageable Slades Bank integration completed INDB a careful and prudent acquirer
Slide 11: Summary of Significant Terms
Summary of Significant Terms Structure: 100% stock Exchange Ratio: Fixed 0.59 INDB shares for each share Aggregate Value: $125 million (1) Approvals: Regulatory, INDB and BFBC shareholders Expected closing: Q2 2009 Transaction multiples: Core Deposit Premium2 10% Price/Book 1.18 x Price/Tangible Boo
Slide 12: Financial Expectations
Financial Expectations Key Assumptions Cost savings Pretax $9 million (37% of BFBC base) 70% realized in 2009, 100% in 2010 Restructuring and other transaction charges (est): After-tax restructuring charge of $21.6 MM and one time after-tax merger related expenses of $1.9 MM Core deposit intangible:
Slide 13: Potential Earnings Drivers
Potential Earnings Drivers Improved efficiency Oper. ratio: BFBC 71% vs. INDB 63% Lower funding costs IB Liab. rate: BFBC 2.89% vs. INDB 2.28% Cross-selling INDB's unique products, esp. wealth mgmt. Leveraging of strong combined capital base
Slide 14: Appendix
INDEPENDENT BANK CORP, APPENDIX
Slide 15: Balance Sheet Highlights
INDEPENDENT BANK CORP. Balance Sheet Highlights INDB Assets 3,477 Investments 561 Loans 2,586 Deposits 2,538 Equity 305 Goodwill 117 col? 9 Tangible Equity Ratio 5.32% Book Value Per Share 18.72 (1) 9/30/08 (2) Based on core deposit intangible of 2.75% 981 232 679 661 107 34 u 7.68% 13.81 1)
Slide 16: Loan Mix
Loan Mix C&I Commercial RE Residential RE Consumer * Small business loans are included in Commercial and Industrial
Slide 17: Funding Mix
Funding Mix Demand Deposits Savings & Int Checking Time Deposits Borrowings
Slide 18: Forward-looking statements and contact
Statements contained in this presentation that are not historical facts are "forward-looking statements" that are subject to risks and uncertainties which could cause actual results to differ materially from those currently anticipated due to a number of factors, which include, but are not limited t
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