Northwest Bancshares, Inc. · NASDAQ:NWBI
Northwest Bancshares — IPO Roadshow (November 2009)
48 slides from Northwest Bancshares's IPO roadshow presentation, Nov 19, 2009
Slide 1: Information Meeting: Second Step Conversion and Offering
Information Meeting Second Step Conversion and Offering November 2009 Investment Opportunity in a Premier Banking Franchise N O R T H W E S T
Slide 2: Informational purposes notice
This presentation is for informational purposes only and does not constitute an offer to sell nor a solicitation of an offer to buy shares of common stock of Northwest Bancshares, Inc. The offer is made only by the prospectus. Please refer to the prospectus dated November 9, 2009. The shares of comm
Slide 3: Forward-Looking Statements
Forward-Looking Statements 3 This presentation contains forward-looking statements, which can be identified by the use of words such as "estimate," "project," "believe," "intend," "anticipate," "plan," "seek," "expect" and words of similar meaning. These forward-looking statements include, but are n
Slide 4: Subscription & Community Offering Summary
Subscription & Community Offering Summary 4 Issuer: Northwest Bancshares, Inc. Listing/Ticker: Nasdaq Global Select Market / "NWBI" Price Per Share: $10.00 Shares Offered: 53,975,000 - 83,978,750 Gross Proceeds: $539.8 Million - $839.8 Million Pro Forma Market Value:* $866.8 Million - $1.349 Billion
Slide 5: Second Step Conversion
Second Step Conversion 5 Current Structure Northwest Bancorp, MHC (own 63%) Public Stockholders (own 37%) Northwest Bancorp, Inc (own 100%) Northwest Savings Bank Northwest Bancorp, Inc. Profile IPO in 1994 Results for NWSB shareholders* 333.4% increase from IPO Price $6.065 total dividends returned
Slide 6: Reasons for the Conversion - Why Now?
Reasons for the Conversion - Why Now? 6 Leveraged existing capital to 6.7% tangible common equity Substantial acquisition opportunities in our markets Greater ability to do stock for stock acquisitions Continued denovo and organic growth are expected Create more liquidity in our common stock
Slide 7: Key Investment Merits
Key Investment Merits 7 Experienced and disciplined acquiror Experienced and cohesive management team Conservative loan underwriting Represents a premier banking franchise at an attractive price
Slide 8: Corporate Overview
4oms2IAWOe Corporate Overview
Slide 9: Corporate Profile and Overview
Corporate Profile and Overview 9 History Founded in 1896 Reorganized in 1994 from the mutual structure into the mutual holding company structure $1.4B in assets with 41 offices Now Holding Company is regulated by the OTS, Bank is regulated by the FDIC and PA Department of Banking 171 retail banking
Slide 10: Attractive Franchise
Attractive Franchise O Corporate Headquarters HB Northwest Savings Bank and Northwest Consumer Discount Company I Northwest Savings Bank Northwest Consumer Discount Company
Slide 11: Market Area Overview
Market Area Overview 11 Pennsylvania and Western New York Market Area Retail footprint - full banking facilities in 30 counties in Pennsylvania and four counties in western New York; consumer finance offices in an additional 11 counties in Pennsylvania where we do not have full-service banking facil
Slide 12: Experienced Management & Board of Directors
Experienced Management & Board of Directors 12 Executive officers average 27 years of banking experience. Average tenure for executive officers at Northwest is approximately 19 years. Stable and experienced Board of Directors; 8 out of 9 Independent Directors As of November 9, 2009 per the Prospectu
Slide 13: Asset Growth Leveraging Strategy and Diversification & Profitability Strategy
Asset Growth 13 Leveraging Strategy Diversification & Profitability Strategy Northwest has demonstrated the ability to both safely leverage its capital and change its strategic direction when necessary.
Slide 14: Growth of Our Franchise Since IPO
Growth of Our Franchise Since IPO 14 About 50% of our balance sheet growth was organic, the other 50% was accomplished through mergers and acquisitions. Organic Growth 55 De Novo Branch Openings 23 Northwest Consumer Discount offices Merger and Acquisition activity: Branch Purchases - 10 acquisition
Slide 15: Stock Performance and Per Share Information
Stock Performance and Per Share Information
Slide 16: Price Performance Since IPO
Price Performance Since IPO (11/4/94) 16 Source: SNL Financial As of November 16, 2009 Since its IPO in 1994, Northwest has significantly outperformed the Nasdaq Bank Index and the S&P 500 Index.
Slide 17: Book Value Per Share
Book Value Per Share 17 Increased 348% CAGR 9.14%
Slide 18: Annual Dividends Paid Per Share
Annual Dividends Paid Per Share 18 *Data for 9/30/09 is annualized. In early years, dividend payments were controlled as Northwest was focused on retaining capital and growing its franchise. In recent years, as acquisitions became expensive, Northwest steadily increased its dividends and provided a
Slide 19: Dividends on Northwest Bancshares Common Stock
rma Dividend Quarterly Annual Annual Dividends Dividends Dividend Dividends on Northwest Bancshares, Inc. Common Stock PerShare PerShare _Yield(1) [Minimum of Offering Range Midpoint of Offering Range Maximum of Offering Range [Adjusted Maximum of Offering Based upon a price of $10.00 per share.
Slide 20: Historical Operating Performance
Historical Operating Performance
Slide 21: Interest Rate Spread
Interest Rate Spread 21 While organic and acquisition growth successfully leveraged Northwest's capital, net interest spread was relatively flat and below peer averages. Changes in loan and deposit mix were needed to improve profitability ratios.
Slide 22: Composition of Loan Portfolio
Composition of Loan Portfolio 22 December 2005 September 2009
Slide 23: Commercial Loans
Commercial Loans 23 Northwest recognized that the expansion of its commercial lending business could improve interest spread by providing both higher yielding loans and additional low-cost deposits.
Slide 24: Composition of Deposits
Composition of Deposits 24 December 2005 September 2009
Slide 25: Profitability Trends
Profitability Trends 25 Net Interest Margin Non-Interest Income / Average Assets Non-Interest Expense / Average Assets ROAA Peer group includes banks and thrifts with market capitalizations between $750 million and $5 billion in the Northeast, Mid-Atlantic and Ohio regions.
Slide 26: Asset Quality
4omsIAWOeS Asset Quality
Slide 27: Reserve & Charge-Offs History
Reserve & Charge-Offs History 27 *Data for 2009 is for the 9 months annualized. NCOs / Average Loans Northwest's actual losses have historically been much lower than its peer group. Conservative underwriting and a commitment to working with our borrowers, have kept our losses at low levels during th
Slide 28: Asset Quality
Asset Quality 28 See Appendix for Peers; Peer data based on SNL Financial as November 10, 2009
Slide 29: Average Mortgage Loan Balance and LTV
Average Mortgage Loan Balance and LTV 29 Northwest's average mortgage balance is extremely low which enables borrowers to continue making their payments during times of economic challenge. Conservative underwriting has ensured that Northwest's mortgage customers have a significant equity position in
Slide 30: Loan Breakdown By State
Loan Breakdown By State 30 Dollars in thousands. Loans by State (based on borrowers' residence) at September 30, 2009 90% of our loans are located in our core market of Pennsylvania and New York.
Slide 31: Investment Securities Portfolio
Investment Securities Portfolio 31 High quality portfolio with 95% backed by U.S. government, G.S.E., or municipalities Only $7.2 million, or 0.6%, of level III investments
Slide 32: Second Step Offering Information
Second Step Offering Information
Slide 33: Pro Forma Overview
Pro Forma Overview ‘Northwest Bancorp, Inc. “At or for the Six Months Ended June 30, 2009 ‘Based Upon the Sale at $10.00 Per Share of 53,975,000 63,500,000 73,025,000 83,978,750 Shares Shares __Shares_shares (Dolas in Thousands, excep per share amounts) |Gross Proceeds of Stock Offering $599,750 $63
Slide 34: Attractive Valuation
Attractive Valuation 34 Northwest Bancshares, Inc. * Peer Group (1) Median Price / Book Value 84.0% 93.7% Price / Tang. Book Value 98.3% 156.8% Price / LTM Core Earnings 18.1x** 19.8x Market Capitalization ($M) $1,020.0 $1,352.8 Dividend Yield 4.20% 3.46% * Data is pro forma based on the midpoint of
Slide 35: Use of Proceeds
4omsI2IAWOeS Use of Proceeds
Slide 36: Use of Proceeds
Use of Proceeds 36 We estimate that we will have net proceeds ranging from $515.5 million at the minimum to $699.1 million at the maximum of the offering range. We plan to use the net proceeds to: finance the acquisition of financial institutions, branch acquisitions or other financial services comp
Slide 37: Disciplined Acquisition Strategy
Disciplined Acquisition Strategy 37 Opportunity in our market areas: In PA, NY, OH and MD - approximately 170 public and private banks and thrifts with assets between $400 million and $6.5 billion On a selective basis, we would consider: whole bank acquisitions FDIC assisted transactions branch dive
Slide 38: Disciplined Acquisition Strategy: Acquisition criteria
Disciplined Acquisition Strategy 38 Acquisition criteria Strategic first preference is for acquisitions within our current markets secondarily, we prefer acquisitions in contiguous or near contiguous market areas prefer banks that add complementary products and services, diversified deposit mixes an
Slide 39: Investment Opportunity
4omsIAWOe Investment Opportunity
Slide 40: Investment Opportunity in Northwest
Investment Opportunity in Northwest 40 Things we plan to do: Continuing our evolution of becoming more bank-like Continue our disciplined acquisition strategy in our current or adjacent markets Focus on self-originated small business and commercial credits vs. residential loans Dividends and stock b
Slide 41: Forbes names Northwest one of America's Most Trustworthy Companies
Forbes names Northwest as one of America's 100 Most Trustworthy Companies The annual survey utilizes a proprietary process to evaluate financial reporting, transparency, fiscal policies, management behaviors, corporate governance, and risk factors. The result is a list of companies that "have consis
Slide 42: Subscription Offering
4oms2IAWOe Subscription Offering
Slide 43: How to Order
Complete and sign the Stock Order Form Payment Enclose a check or money order Authorize withdrawal from a deposit account, other than those accounts with check-writing privileges. If you are interested in using your Retirement accounts held at Northwest Savings Bank, or elsewhere, please call the St
Slide 44: Stock Information Center
Stock Information Center 100 Liberty Street Warren, PA 16365 (800) 697-2126 (toll free) 10:00 a.m. to 4:00 p.m., Monday - Friday, not open on weekends and bank holidays 26 44 Questions?
Slide 45: Please remember to Vote!
You were mailed proxy materials regarding our proposed conversion and reorganization. Even if you're not buying, Not voting has the same effect as voting "Against" the plan of conversion and reorganization and "Against" the establishment of the Northwest charitable foundation. 45 Please remember to
Slide 46: Questions?
Questions? z2oer FT Sswuoee
Slide 47: Appendix
Appendix z2oer FT PSwuoaee
Slide 48: Peer Group Composition
Peer Group Composition 48 Peer group includes banks and thrifts with market capitalizations between $750 million and $5 billion in the Northeast, Mid-Atlantic and Ohio regions. Peer group members: KeyCorp (Bank) New York Community Bancorp, Inc. (Thrift) Huntington Bancshares Incorporated (Bank) Firs