First Citizens Bancshares, Inc. · NASDAQ:FCNCA
First Citizens Bancshares — Merger or Acquisition (October 2020)
24 slides from First Citizens Bancshares's merger presentation, Oct 16, 2020
Slide 1: Transformational Partnership Creates a Top-Performing Commercial Bank
Transformational Partnership Creates a Top-Performing Commercial Bank October 16,2020 a First Citizens Cit BancShares ‘
Slide 2: Legal Disclosures
Legal Disclosures Forward Looking Statement This communication contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 regarding the financial condition, results of operations, business plans and future performance of First Citizens and CIT. W
Slide 3: Presentation Highlights and Presenters
Presentation Highlights and Presenters Highlights Pro Forma Overview of Strategic Transaction the Combined Company Rationale >/ Structure Today’s Presenters Frank B. Holding Jr. Ellen R. Alemany Cr Chairman & Chief Executive Officer Fics Giizens Chairwoman & Chief Executive Officer le incShares Crai
Slide 4: Transformational Partnership Creates a Top-Performing Commercial Bank
Transformational Partnership Creates a Top-Performing Commercial Bank Enhanced scale to drive growth, improve profitability and enhance shareholder value Positioned to leverage First Citizens’ unique deposit franchise, at a current cost of 13 bps, with CIT’s leading national commercial lending franc
Slide 5: Creating Valuable Scale, Continuing Top-Tier Profitability
Transformational Partnership Creates a Top-Performing Commercial Bank Creating Valuable Scale, Continuing Top-Tier Profitability & Bolstering National Market Presence ‘Washington | A Nati id . € \ | | } ationwide @ First Citizens (550) 1 i <> Franchise witht al isconsin i 640+ Locations @ CIT Group
Slide 6: Attractive Potential Pro Forma Results
Attractive Potential Pro Forma Results Opportunity for Significant Capital Accretion from Enhanced Profitability Profile 2022E ROAA (%): Enhanced Attractive 1.04% profitability operating 0.91% metrics 0.70% 38 u bo Pro Forma aise Cir Pree Ability to 2022E ROATCE (%): potential compete 13.0% returns
Slide 7: Transformational Partnership Creates Balanced Commercial Bank
Transformational Partnership Creates Balanced Commercial Bank eA FirstCitizens BancShares Differentiated Capabilities = Strong, low-cost core deposit base = High-quality balance sheet with excess liquidity = Strong credit quality and credit culture = Operates in both high growth and stable markets =
Slide 8: CIT: A Transformed Bank that Complements First Citizens
CIT: A Transformed Bank that Complements First Citizens Significantly De-Risked Balance Sheet 2007: $75 billion Further Strengthened with First Citizens Discontinued Operations = Student Loans = CIT is positioned as a leading = Commercial Air commercial bank, aligning with First Discontinued © Intem
Slide 9: CIT's Core Businesses: Strategically Compelling
CIT’s Core Businesses: Strategically Compelling CIT’s Strength and Positioning Complements First Citizens Business Commercial Finance Business Capital Real Estate Finance D = 4 = G a Ss ° 2 o [= [= i) Oo Rail Business National franchise with significant economies of scale Deliver event-driven and st
Slide 10: Substantial Due Diligence Efforts Support Transaction Rationale
Substantial Due Diligence Efforts Support Transaction Rationale Diligence Snapshot _ First Citizens Diligence Effort (on CIT) CIT Diligence Effort (on First Citizens) Total Diligence oan 170 professionals, including advisors and consultants 95 professionals, including advisors and consultants Partic
Slide 11: Complementary and Well-Reserved Loan Portfolios
Complementary and Well-Reserved Loan Portfolios Pa FirstCitizens BancShares Cit. Pro Forma? Factoring = PPE Consumer . Consumer oe ae Consumer Consumer Mortgage Rail 5 Mortgage an Vey Mortgage eS on Equipmet cal suipnen ay CRE ce Equipmen C&D Finance CRE CRE/ Other Total RBC: Cal 141%? Strong commer
Slide 12: Summary of Transaction Terms
Summary of Transaction Terms Exchange Ratio and Consideration Pro Forma Ownership Executive Leadership Board of Directors Headquarters Timing and Approvals | va FirstCitizens BancShares 100% stock consideration 0.062 shares of First Citizens Class A common stock for each share of CIT common stock Im
Slide 13: Key Financial Assumptions
Key Financial Assumptions Earnings Projections’ Merger Costs? Targeted Cost Savings Estimated Pre-Tax Purchase Accounting Adjustments Estimated CECL Reserve | va FirstCitizens BancShares First Citizens earnings estimates of $43.57 and $46.08 per share for 2021 and 2022, respectively CIT earnings est
Slide 14: Summary Projected Financial and Capital Impact
Summary Projected Financial and Capital Impact Financial Impact Estimated Capital Ratios at Closing Tier 1 Leverage* 2022E Earnings Per Share ~8.2% Accretion’ +50% Common Equity Tier 1° ~9.4% Tier 1 Risk Based Capital® Tangible Book Value Per Share ~10.5% Accretion? ~30% Total Risk Based Capital? ~1
Slide 15: Value of Potential Total Synergies Accrues to All Shareholders
Value of Potential Total Synergies Accrues to All Shareholders Illustrative Value Creation Expected Cost Synergies Breakout and Commentary Other Expenses Occupancy ‘ 10% Staffing & Total Cost Ovethesd Legacy Synergies: Systems & $250M Services $5.5B $1.9B = $250M of pre-tax cost synergies (fully pha
Slide 16: Significant Opportunity to Optimize Pro Forma Balance Sheet
Significant Opportunity to Optimize Pro Forma Balance Sheet (Upside Not Modeled in Targeted Financials) = Funding / yield mismatch can drive enhanced returns = First Citizens’ cost of deposits is 13 bps and has strong liquidity Optimizing the = Target reduction of $8B in wholesale liabilities Balanc
Slide 17: Transformational Partnership Beneficial for All Constituents
Transformational Partnership Beneficial for All Constituents Clients Shareholders Employees Communities = Greater capabilities and expanded product suite = Ability to maintain clients across their lifecycle Capitalizes on both company’s investment in technology and platforms Diversified client base
Slide 18: Combination Provides Significant Opportunity to Create Long Term Shareholder Value
Combination Provides Significant Opportunity to Create Long Term Shareholder Value Creates a top-performing commercial bank with market leading businesses Expands market reach, product offering and scale to better serve customers Significant tangible book value and EPS accretion Financial strength t
Slide 19: Appendix: Additional Information
Appendix: Additional Information A FirstCitizens BancShares
Slide 20: Combination Provides a Full Suite of Commercial and Consumer Products
Combination Provides a Full Suite of Commercial and Consumer Products Lines of A . FirstCitis Business & Products Bancshares CHT Pro Forma Lines of Business & Products Baise CRE Pro Forma Commercial Lending Consumer Lending & Other Commercial & Business Lending Rail Asset-Based Lending Working Capit
Slide 21: Competitive Funding Position with an Acceleration of Strategic Initiatives
Competitive Funding Position with an Acceleration of Strategic Initiatives Competitive Funding Position Acceleration of Strategic Initiatives = Immediately lowers reliance on high cost deposits and wholesale funding / targets reductions of higher cost liabilities = Track record of low cost deposits
Slide 22: Estimated Earnings Per Share Impact
Estimated Earnings Per Share Impact 2022 Estimated Run-rate Earnings, Including Targeted Cost Savings ($M, except per share values) FY 2022E First Citizens' Stand-alone Net Income to Common Estimate" $452 CIT Group Stand-alone Net Income to Common Estimate? $416 After-Tax Transaction Adjustments: Co
Slide 23: Pro Forma Tangible Book Value Per Share
Pro Forma Tangible Book Value Per Share @® Cumulative impact @® Individual Component Impact t 42% ) $161.61 $516.08 © Yuu $25.76 Y YW), 987 $20.45 $21.86 $363.07 $341.21 YUM) UALALALDLLL Le $8.59 +] Ze First Est. First Core Deposit Equity Pro Forma Est. Total Pro Forma Net CECL Pro Forma Citizens Gr
Slide 24: First Citizens Has Proven Track Record of Building Shareholder Value
First Citizens Has Proven Track Record of Building Shareholder Value Historical Tangible Book Value per Share ($) Total Shareholder Return (%) TBVPS CAGR '04 - Today Last Fifteen Years First Citizens 8.6% ' "448% above! Pro Forma 10.4% 127% ' Regional Banks? ' Regional Banks Median ~B% eg $300 Saal
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