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8-K - 1st United Bancorp, Inc. | i00476_1stunited-8k.htm |
EX-99.1 - 1st United Bancorp, Inc. | i00476_ex99-1.htm |
Nasdaq: FUBC
Forward-Looking Statements
2
This presentation includes forward-looking statements, including statements about future results. These statements are subject to
uncertainties and risks, including but not limited to our ability to integrate the business and operations of companies and banks that we have
acquired, and those we may acquire in the future; the costs of integrating our and operations with companies and banks that we have acquired,
and those we may acquire in the future may be greater than we expect; the loss of key personnel; potential customer loss, deposit attrition,
and business disruption as a result of companies and banks that we have acquired, and those we may acquire in the future; the failure to
achieve expected gains, revenue growth, and/or expense savings from companies and banks that we have acquired, and those we may acquire
in the future; our need and our ability to incur additional debt or equity financing; the strength of the United States economy in general and
the strength of the local economies in which we conduct operations; the accuracy of our financial statement estimates and assumptions; the
effects of harsh weather conditions, including hurricanes; inflation, interest rate, market and monetary fluctuations; the effects of our lack of a
diversified loan portfolio, including the risks of geographic and industry concentrations; the frequency and magnitude of foreclosure of our
loans; effect of changes in the stock market and other capital markets; legislative or regulatory changes; our ability to comply with the
extensive laws and regulations to which we are subject; the willingness of customers to accept third-party products and services rather than
our products and services and vice versa; changes in the securities and real estate markets; increased competition and its effect on pricing;
technological changes; changes in monetary and fiscal policies of the U.S. Government; the effects of security breaches and computer viruses
that may affect our computer systems; changes in consumer spending and saving habits; growth and profitability of our noninterest income;
changes in accounting principles, policies, practices or guidelines; anti-takeover provisions under Federal and state law as well as our Articles
of Incorporation and our bylaws; and our ability to manage the risks involved in the foregoing. Finally, there can be no assurance that we will
realize the anticipated benefits related to the acquisition of Republic Federal Bank, N.A.
These factors, as well as additional factors, can be found in our periodic and other filings with the SEC, which are available at the SEC’s
internet site (http://www.sec.gov). Actual results may differ materially from projections and could be affected by a variety of factors,
including factors beyond our control. In addition, forward-looking statements regarding the Republic transaction are based on currently
available information provided to us by the FDIC. Actual results could differ materially after experience with the acquisition. Forward-
looking statements in this presentation speak only as of the date of these materials, and we assume no obligation to update forward-looking
statements or the reasons why actual results could differ.
Transaction Overview
3
1st United has purchased and assumed select assets and
liabilities from the FDIC as receiver of Republic
Federal Bank, N.A. (Republic) Miami, Florida
Transaction excludes most non-performing loans, ORE, acquisition, development & construction loans (ADC),
residential & commercial land loans, Ex-Im bank loans, and loans to
foreign nationals
1st United will receive additional indemnifications from the FDIC
Depositors of Republic Federal have become depositors of 1st United and continue to have FDIC
insurance coverage on their deposits
FDIC modified whole bank acquisition with loss sharing
Purchased assets of approximately $425 million
Includes approximately $231 million of loans covered by FDIC loss share protection
Remaining assets consist primarily of cash and securities, all transferred at fair market values
Assumption of approximately $350 million of total deposits and $75 million of FHLB borrowings
Enhances footprint in Miami-Dade County
Loss share agreement covers all purchased loans
No first loss tranche (i.e. loss sharing with FDIC commences immediately)
80% of losses covered by FDIC up to the stated threshold of $36 million; 95% of losses covered by FDIC thereafter
All regulatory approvals have been received and the transaction has closed
Stifel Nicolaus served as financial advisor and Smith MacKinnon, P.A. as legal counsel to 1
st United in
connection with this transaction
Strategic Rationale
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FDIC assisted modified whole bank acquisition with loss sharing
Accelerates strategic growth aspirations
Adding Republic’s 4 Miami-Dade County branches enhances 1st United’s franchise in Florida’s largest
banking market
Financially compelling for shareholders
Meaningful accretion to EPS and significantly improves internal capital generation capabilities
Increased scale provides additional operating leverage that will further improve profitability
Transaction accomplished without ownership dilution to existing shareholders
Acquisition accretive to tangible book value per share
Creation of a $1 Billion balance sheet in a risk averse manner due to loss sharing support from the FDIC
Loss sharing and asset purchase discount limit the downside risk of transaction
Not expected to require additional capital
Significant capacity for additional expansion remains given existing capital base
Transaction Structure
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$37.7 million discount on the loans
1.0% premium on assumed deposits
$121mm commercial / $110mm residential loans
$231 million of covered assets
$0 First Loss Position
FDIC assumes 80% of losses between $0 and $36 million (Stated Threshold)
FDIC assumes 95% of losses over $36 million
Total pre-tax 1st United portion of stated threshold (20% of $36 million) is
significantly less than the asset discount
Cash (at book value), securities (at fair market value) and other tangible assets
acquired at fair value
90-day option to purchase property & equipment or assume leases
Branches will be integrated into 1st United’s existing banking network and
reviewed for long-term strategic fit
Discount / Premium
Loss Share
Agreement
Other Assets
Loan Discount = ($37.7) million
Deposit Premium = $3.4 million
Net Bid = ($34.3) million
Loss Exposure Risk Mitigation
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Loan discount substantially exceeds the maximum loss that 1st United could incur on covered assets
FDIC loss sharing agreement in conjunction with 1st United’s bid substantially reduces the adverse
financial impact of the credit risk associated with legacy assets
Preliminary Estimate of Accounting Impact
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Anticipate potential one-time gain under FASB ASC Topic 805 (formerly FAS 141R) of between $10
million and $15 million pre-tax as the acquisition date fair value of the assets acquired exceeds the
liabilities assumed (“negative goodwill” or purchase gain).
The after tax gain will result in accretion to book value per share.
Transaction is essentially self-funding as anticipated after-tax gain serves to capitalize transaction.
Gain booked substantiates deferred tax asset and will enhance Tier 1 capital due to current disallowance
of a portion of 1st United’s deferred tax asset.
Above amounts subject to change as precise amount of gain is dependent on completion of final
appraisals and mark-to-market valuations of the assets and liabilities.
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Deposits
Loan Portfolio
Composition of Acquired Loans & Assumed Deposits
Reduces 1stUnited’s loans to deposits ratio from 109% to approximately 90%
Note: Information displayed above is estimated based on information received from the FDIC and 1st United estimates.
1stUnited Branch Offices
Combined Branch Footprint
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North Miami Beach
15801 Biscayne Blvd.
North Miami Beach, FL 33162
North Palm Beach
741 US Highway One
North Palm Beach, FL 33408
Palm Beach
335 South Country Road
Palm Beach, FL 33480
Sebastian
1020 US Highway 1
Sebastian, FL 32958
Vero Beach
1717 Indian River Blvd.
Vero Beach, FL 32960
West Palm Beach
307 Evernia Street, Suite 100
West Palm Beach, FL 33401
Headquarters & Main Office
One North Federal Highway
Boca Raton, FL 33432
Barefoot Bay
1020 Buttonwood Street
Barefoot Bay, FL 32976
Cooper City
5854 South Flamingo Road
Cooper City, FL 33330
Coral Ridge
2800 East Oakland Park Blvd.
Ft. Lauderdale, FL 33306
Coral Springs
2855 North University Drive
Coral Springs, FL 33067
Fort Lauderdale Downtown
633 South Federal Highway
Ft. Lauderdale, FL 33301
Brickell
1001 Brickell Bay Drive
Miami, FL 33131
Aventura
19125 Biscayne Blvd
Aventura, FL 33180
Former Republic Branch Offices
Coral Way
2159 Coral Way
Miami, FL 33145
Doral
8484 NW 36th Street, Suite 100
Doral, FL 33166
Market Share – Miami-Dade County
10
Source: SNL Financial. Data as of 6/30/2009.
Integration Plan
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Management team adept at successfully completing and integrating M&A transactions having
been involved in 34 transactions on a combined basis
Depositors in all Republic branches have access to their funds (no interruption of service)
2010 conversion to 1st United’s IT platform, after interim servicing for FDIC concludes
Branches will be integrated into 1st United’s existing banking network and reviewed for long-
term strategic fit (90 day option to decide)
Branches will be locally managed by 1st United and Republic’s team of experienced bankers
with centralized support
1st United will leverage Republic’s experienced banking professionals and offer a broad array
of banking products and services to Republic’s customer base
Building a robust team to manage FDIC loss share compliance
Integration will be seamless to Republic customers and is already underway
Transaction Merits
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Major growth catalyst which allows recently raised capital to remain available for
additional future strategic franchise enhancement opportunities
Pro forma balance sheet remains fortified with robust capital ratios well in excess of
“well-capitalized” thresholds
Highly accretive transaction even in stressed scenarios modeled
Extends franchise into legacy markets with significant market share opportunity
Strong pro forma liquidity and capital builds customer confidence and enables 1stUnited
to pursue additional balance sheet growth
All acquired loans covered by loss-share agreement providing for approximately 32% of
1stUnited’s loan portfolio on a pro forma basis subject to loss share
Capital creation provides sufficient value necessary to manage complexities and expense
associated with transaction