Columbia Banking System, Inc. · NASDAQ:COLB
Columbia Banking System — Merger or Acquisition (October 2021)
21 slides from Columbia Banking System's merger presentation, Oct 12, 2021
Slide 1: Columbia + Umpqua: Combining to create the West Coast's leading regional bank
Columbia + Umpqua Combining to create the West Coast’s leading regional bank October 12, 2021 Exhibit 99.2
Slide 2: Disclaimer: Forward-Looking Statements
2596936-002 Disclaimer FORWARD-LOOKING STATEMENTS This communication may contain certain forward-looking statements, including, but not limited to, certain plans, expectations, goals, projections, and statements about the benefits of the proposed transaction, the plans, objectives, expectations and
Slide 3: West Coast's leading regional bank, positioned to win in attractive growth markets
2596936-002 West Coast’s leading regional bank, positioned to win in some of the country’s most attractive growth markets Source: Company filings, FactSet, S&P Global Market Intelligence; Note: Market data as of October 11, 2021; Financial data as of quarter ended June 30, 2021; Pro forma financial
Slide 4: Transaction summary
2596936-002 Transaction summary Structure & consideration Brand Executive leadership Other Headquarters Columbia Banking System, Inc. to issue shares to shareholders of Umpqua Holdings Corporation Pro forma ticker: COLB Columbia’s balance sheet will be subject to fair value accounting 100% common st
Slide 5: Strong governance, proven leadership
2596936-002 Strong governance, proven leadership Chief Executive Officer Clint Stein Executive management team President of Consumer Banking Chris Merrywell President of Commercial Banking Tory Nixon Executive Chair Cort O’Haver 7 7 Kumi Baruffi | General Counsel Lisa Dow | Chief Risk Officer Drew A
Slide 6: Strategic Rationale
2596936-002 Strategic Rationale
Slide 7: A West Coast franchise unlike any other
#2 in our footprint¹ and #1 independent franchise focused on the West Coast² Oregon Washington California $16.4bn deposits $70K median household income 4.3mm population $15.3bn deposits $82K median household income 7.8mm population $9.5bn deposits $83K median household income 39.7mm population 25969
Slide 8: Commercial lending focus complemented by highly-recognized retail franchise
2596936-002 Commercial lending focus complemented by highly-recognized retail franchise Commercial lending focus . . . Diversified lending platform with unmatched lower and middle market commercial franchise Entrenched local presence with expertise across specialized lending verticals (e.g. healthca
Slide 9: Potential to unlock growth through business diversification and a larger balance sheet
2596936-002 Potential to unlock meaningful growth through business diversification and a larger balance sheet Source: S&P Global Market Intelligence, Company filings Note: Financial data as June 30, 2021; Pro forma for Columbia’s completed acquisition of Bank of Commerce Holdings; Totals may not sum
Slide 10: Nationally leading core deposit franchise provides a rate-resilient funding base
2596936-002 Nationally leading core deposit franchise provides a rate-resilient funding base Core deposits include 44% non-interest bearing demand deposits Deposit costs of 8bps, and well-positioned for rising rates Loan-to-deposit ratio of 76% supports opportunistic growth prospects Strong pro form
Slide 11: Strong technology foundation combined with larger scale enhances competitive position
2596936-002 Strong technology foundation combined with larger scale enhances our competitive position and customer offerings Leveraging the best-in-class technology platforms from each organization Expand existing applications and increase market share through a superior customer experience Strategi
Slide 12: Supporting our communities and employees
2596936-002 Supporting our communities and employees Our combined franchise will remain relationship-based and our community roots will only grow stronger Columbia and Umpqua will together contribute $20mm to the charitable foundation of the combined company following the close of the transaction Em
Slide 13: Diligence and Financial Impact
Diligence and Financial Impact
Slide 14: Collaborative due diligence process
Collaborative due diligence process Key focus areas Credit & underwriting Retail banking Consumer lending Mortgage banking Treasury management ALCO & funding strategy Finance & accounting Commercial banking Enterprise risk management Technology Human resources Legal, regulatory & compliance Tax Inte
Slide 15: Key financial assumptions
Key financial assumptions Standalone earnings Cost savings One-time costs Fair value marks Credit marks Consensus earnings estimates for Columbia and Umpqua¹ Estimated pre-tax $135mm of full run-rate savings, or 12.5% of combined noninterest expenses² (over and above Umpqua’s announced Next Gen 2.0
Slide 16: Unlocking value for shareholders while achieving increased scale and profitability
25% Core cash² EPS accretion 23% GAAP EPS accretion 11% Core cash² EPS accretion 8% GAAP EPS accretion 2596936-002 Unlocking value for shareholders while achieving increased scale and profitability Earnings benefits to both shareholders¹ Strategic use of capital Improved profitability and value enha
Slide 17: Compelling investment thesis
Compelling investment thesis A scaled organization, positioned to win in some of the country’s most attractive growth markets Commercial lending focus complemented by highly-recognized retail franchise Meaningful value creation to shareholders and strong pro forma profitability Like-minded instituti
Slide 18: Appendix
Appendix
Slide 19: Purchase accounting summary
2596936-002 Purchase accounting summary Tangible book value per share dilution Calculation of intangibles created Source: S&P Global Market Intelligence, FactSet, Company filings; Refer to slide 14 “Key financial assumptions” for 2023 underlying forecasts Note: Financial data as of quarter ended Jun
Slide 20: Earnings per share accretion
2596936-002 Earnings per share accretion Source: S&P Global Market Intelligence, FactSet, Company filings; Note: Financial data as of quarter ended June 30, 2021; Market data as of October 11, 2021; Pro forma adjustments assume 26% marginal tax rate; Assumes fully phased-in cost savings for illustra
Slide 21: Excess capital generation
2596936-002 Excess capital generation Excess capital generation (2023E) CET1 ratio of combined company at close Source: S&P Global Market Intelligence, FactSet, Company filings Note: Financial data as of quarter ended June 30, 2021; Market data as of October 11, 2021; Assumes fully phased-in cost sa
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