Wsfs Financial Corporation · NASDAQ:WSFS
Wsfs Financial — Merger or Acquisition (August 2018)
23 slides from Wsfs Financial's merger presentation, Aug 8, 2018
Slide 1: Creating the Largest, Premier, Locally-Headquartered Community Bank for the Greater Delaware Valley
Creating the Largest, Premier, Locally-Headquartered Community Bank for the Greater Delaware Valley Concurrently executing a technology transformation to secure a competitive advantage and meet fast-changing Customer needs August 8, 2018
Slide 2: Forward-Looking Statements
Forward-Looking Statements This presentation contains estimates, predictions, opinions, projections and other “forward-looking statements” as that phrase is defined in the Private Securities Litigation Reform Act of 1995. Forward-looking statements include, without limitation, statements relating to
Slide 3: Additional Information & Participants in the solicitation
Additional Information & Participants in the solicitation 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 ac
Slide 4: Delaware Valley's Premier Community Bank
Delaware Valley’s Premier Community Bank $7.1bn in assets The only community $5.8bn in assets Wilmington, DE bank with scale (#6 Philadelphia, PA Founded 1832 market share) and a Founded 1853 Oldest and largest independent community bank full service product Oldest and largest inde
Slide 5: Compelling Market Opportunity
Compelling Market Opportunity At $13 billion in assets, the combined bank fills a long-standing service gap in the Delaware Valley market between larger regional / national banks and smaller community banks Philadelphia-Camden-Wilmington Deposit Market Share Total Market Market Position Deposits Sha
Slide 6: Leading Market Position in Demographically-Robust Region
Leading Market Position in Demographically-Robust Region 3rd largest metro in the Northeast – $432 billion regional economy 5th largest depository MSA in the U.S. 8th largest MSA population in the U.S. 25 Miles Median household income of $71k versus national median of $61k New Jersey 200,0
Slide 7: Transaction Summary
Transaction Summary Negotiated Deal Combines Two Strong Community Banks Per share: $19.61, Aggregate: $1.46 billion (a) $2.93 of cash and .3013 WSFS shares Transaction Value Approximately 85% WSFS Common Stock, 15% Cash & Consideration BNCL options will be cashed out P/TBV: 171.7%, P/2018E
Slide 8: Delivery Transformation: Disruptive Banking Landscape
Delivery Transformation Disruptive Banking Landscape Technological advances and changing customer preferences are rapidly disrupting the traditional banking model as evidenced by the significant reduction of branch traffic and transaction volume, along with enhancements and customer adoption of di
Slide 9: Opportunity for Delivery Transformation
Delivery Transformation Opportunity for Delivery Transformation The combined platform creates an ideal opportunity to evaluate the expanded branch network and scale investment into complementary digital capabilities with the objective of developing a top-tier, highly competitive omni-channel deliv
Slide 10: Key Model Details
Key Model Details Traditional $45.6 million annual from non-branch operations and personnel 39%(a) Synergies $10.3 million annual expenses related to BNCL’s 2015 public offering(b) $11.7 million of additional annual cost savings from branch consolidations 8%(a) Delivery 36% from proximity, 6
Slide 11: High Value / Low Risk Transaction
High Value / Low Risk Transaction Beneficial Pro Forma Delivery Combination Impact Transformation 2020 EPS Accretion 5.4% 4.2% (1.2%) 2021 EPS Accretion 8.7% 8.0% (0.7%) Financial Metrics TBV Dilution (a) (3.2%) (4.3%) (1.1%) TBV Earnback (Years)(a) 2.8 3.7 N/A IRR 19% $28.5 million of identified,
Slide 12: History of Delivering on Strategic Plan Targets
History of Delivering on Strategic Plan Targets Strategic merger rationale is in line with WSFS’ proven strategy of accelerating investment spending over the short-term to deliver superior long-term value creation 0 1.50% + 0 1.50% 0 0 1.19% 0 1.13% 1.15% 0 $13bn+ 0.95% 0 0.91% 0 $7.2bn $6.8bn $7.0b
Slide 13: Delivering Beyond Expectations, Including on M&A
Delivering Beyond Expectations, Including on M&A WSFS’ management team has a history of delivering superior shareholder value by performing beyond expectations WSFS 1 Christiana Bank & Trust Company CAGR: 24% Total Price Increase: 544% 2 Array Financial / Arrow Land Transfer* 3 First Wyoming Financi
Slide 14: Strategic Upside
Strategic Upside Significant strategic upside with the potential to drive $28.5 million of additional annual revenue (not modeled) with further upside from disciplined capital management Significant opportunity to increase Beneficial’s fee income By improving by making available WSFS’ full suite of
Slide 15: Rationale for Combination & Delivery Transformation
Rationale for Combination & Delivery Transformation Premier Locally Headquartered Large Scale Delivery Transformation Community Bank for the Delaware Valley 5th largest depository MSA Consolidating ~25% of combined branch 6th largest bank in MSA by deposit market share infrastructure Consist
Slide 16: Summary
Summary The WSFS combination with Beneficial and Delivery Transformation of the resulting $13 billion and growing franchise creates the only community bank in the demographically-robust Delaware Valley with the scale and delivery capabilities to drive sustainable top-quintile performance at or above
Slide 17: Appendix
Appendix Financial -_ . WSFS i232... I) Beneficial bancorp, inc.
Slide 18: Thorough Due Diligence Process & Integration Plan
Thorough Due Diligence Process & Integration Plan Overview Integration Planning - Current Comprehensive due diligence coordinated and led by key Establish core project team executives Complete detailed line of business reviews and planning Key focus areas: Credit Quality, Compliance, Risk,
Slide 19: High Quality Loan & Deposit Portfolio
High Quality Loan & Deposit Portfolio Based on Q2 2018 Balance Sheets Combined Total Loans: $4.92 bn Total Loans: $4.02 bn Total Loans: $8.94 bn Yield on Loans: 5.31% Yield on Loans: 4.50 % Yield on Loans: 4.99% Consumer Consumer 12% Consumer 12% C&I(a) 12% Residential 24% 5% Residential C&I(a) Cons
Slide 20: Capital Overview
Capital Overview Tier 1 Common Ratio Tier 1 Ratio Well Well 21.7% Capitalized 21.7% Capitalized 6.5% 8.0% 11.5% 10.8% 10.4% 10.2% WSFS BNCL Pro Forma WSFS BNCL Pro Forma 6/30/2018 6/30/2018 at Close 6/30/2018 6/30/2018 at Close Total Capital Ratio Leverage Ratio Well Well 22.8% Capitalized 15.7% Cap
Slide 21: TBV Dilution Reconciliation
TBV Dilution Reconciliation Tangible Book Value Dilution Aggregate Per Share WSFS Projected TBV 12/31/18 $633,203 $19.97 Equity Consideration 1,253,085 Less Goodwill from Seller's One Time Costs 12,740 Less Total Additional Intangibles Created 764,360 Less Buyer's One Time Costs 78,921 Pro Forma TBV
Slide 22: Non-GAAP Financial Information
Non-GAAP Financial Information Supports Core and Sustainable ROA Supports Core ROATCE figures on page 14 detail on page 12 Six months ended June 30, 2018 FY17 FY16 FY15 FY14 FY13 FY12 WSFS BNCL Reported (GAAP) ROA 0.87 1.06 1.05 1.17 1.07 0.73 Non-recurring PCI accretion (0.02) Calculation of return
Slide 23: Overview of Mark to Market Adjustments
Overview of Mark to Market Adjustments Projected Estimated Mark Estimated Balance Sheet Mark Category % $ Life (Years) Method Size HTM Investments Fair Value Estimate $924,669 (1.19%) ($10,998) 3.10 Straight Line Impact of Core Deposit Intangible 3,513,231 1.75% 61,482 10.00 Straight Line Impact of