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8-K - 1st United Bancorp, Inc. | i00570_1stunited-8k.htm |
EX-99.1 - 1st United Bancorp, Inc. | i00570_ex99-1.htm |
Nasdaq: FUBC
Purchase and Assumption of Bank of Miami,
National Association from the FDIC
December 20, 2010
Forward-Looking Statements
2
This presentation contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These
forward-looking statements include, among others, statements
about our beliefs, plans, objectives, goals, expectations, estimates and intentions
that are subject to significant risks and uncertainties and are subject to change based on various factors, many of which are beyond our control.
The words may,
could, should, would, believe, anticipate, estimate, expect, intend, plan, target, goal, and similar expressions
are intended
to identify forward-looking statements.
All forward-looking statements, by their nature, are subject to risks and uncertainties. Our actual future results may differ materially from those set
forth in the forward-looking statements. Our ability
to achieve our financial objectives could be adversely affected by the factors discussed in
detail in Part I, Item 2., Managements Discussion and Analysis of Financial Condition and Results of Operations the following sections of our
Annual
Report on Form 10-K for the year ended December 31, 2009 (the Annual Report): (a) Introductory Note in Part I, Item 1. Business;
(b) Risk Factors in Part I, Item 1A. as updated in our subsequent quarterly
reports on Form 10-Q; and (c) Introduction in Managements
Discussion and Analysis of Financial Condition and Results of Operations, in Part II, Item 7, as well as: 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 failure to achieve expected gains,
revenue growth, and/or expense savings from future acquisitions; our ability to comply with the terms of the loss sharing agreements with the
FDIC; legislative or regulatory changes; 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, including the estimate
for our loan loss provision; the
effects of the health and soundness of other financial institutions, including the FDICs need to increase Deposit Insurance Fund assessments;
the loss of key personnel; our customers willingness to make timely
payments on their loans; changes in the securities and real estate markets;
changes in monetary and fiscal policies of the U.S. Government; inflation, interest rate, market and monetary fluctuations; the frequency and
magnitude of foreclosure of our
loans; fluctuations in loan collateral values; the effects of our lack of a diversified loan portfolio, including the risks
of geographic and industry concentrations; our need and our ability to incur additional debt or equity financing; the effects of
harsh weather
conditions, including hurricanes; our ability to comply with the extensive laws, regulations, and directives to which we are subject; our customers
perception of the safety of their deposits at 1st United Bank; the willingness of
clients to accept third-party products and services rather than our
products and services and vice versa; increased competition and its effect on pricing; technological changes; 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; other risks described from time to time in our filings with the Securities and Exchange
Commission; and our ability to manage the risks involved in the foregoing.
However, other factors besides those listed above could adversely affect our results, and you should not consider any such list of factors to be a
complete set of all potential risks or uncertainties. These
forward-looking statements are not guarantees of future performance, but reflect the
present expectations of future events by our management and are subject to a number of factors and uncertainties that could cause actual results
to differ materially
from those described in the forward-looking statements. Any forward-looking statements made by us speak only as of the date
they are made. We do not undertake to update any forward-looking statement, except as required by applicable law.
Transaction Overview
3
1st United has purchased and assumed substantially all
of the assets and liabilities from the
FDIC as receiver of Bank of Miami (Bank of Miami) Coral Gables, Florida
Transaction includes substantially all of the assets exclusive of approximately $27 million in performing
loans to be retained by the FDIC
1st United will receive additional indemnifications from the FDIC
Depositors of Bank of Miami Federal have become depositors of 1st United and continue to
have FDIC insurance coverage on their deposits
FDIC whole bank acquisition with loss sharing
Purchased assets of approximately $450 million
Includes approximately $308 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 $286 million of total deposits (of which about $89 million are
wholesale deposits) and $71 million of FHLB borrowings
Enhances market share in Miami-Dade County
Loss share agreement covers all purchased loans
80% of losses covered by FDIC
All regulatory approvals have been received and the transaction has closed
Smith MacKinnon, P.A. as legal counsel to 1st United in connection with this transaction
Strategic Rationale
4
FDIC assisted whole bank acquisition with loss sharing
Accelerates strategic growth aspirations
Enhances 1st Uniteds franchise in Floridas largest banking market
Financially compelling for shareholders
Increased scale provides additional operating leverage that will further improve profitability
Transaction accomplished without ownership dilution to existing shareholders by leveraging
approximately $25 million of existing equity capital
1st Uniteds significant liquidity prior to the
deal used to pay down FHLB borrowings and redeem
higher cost wholesale deposits
Expect transaction to provide a modest initial gain on sale, and following integration, expect the
transaction to show on-going accretion
Cost savings are expected to be significant
Creation of a $1.3 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
Transaction Structure
5
$38.0 million discount on the loans
0% premium on assumed deposits
$308 million of covered assets $251mm commercial / $57mm residential loans
$0 First Loss Position
FDIC assumes 80% of losses
Included in loan balance is approximately $68 million of non performing
loans
Approximately $8 million in ORE covered by loss share
Cash (at book value), securities (at fair market value) and other tangible
assets acquired at fair value
90-day option to purchase property & equipment and assume leases
Branches will be integrated into 1st Uniteds existing
banking network
and reviewed for long-term strategic fit
Discount /
Premium
Loss Share
Agreement
Other Assets
Loan Discount = ($38.0) million
Deposit Premium = $ 0.0 million
Net Bid = ($38.0) million
Loss Exposure Risk Mitigation
6
FDIC loss sharing agreement in conjunction with 1st
Uniteds bid
substantially reduces the adverse financial impact of the credit risk
associated with acquired assets
Approximately 44% of 1st United loans covered under
FDIC loss share
agreements
FDIC Intrinsic Loss estimate $70 million
Preliminary Estimate of Accounting Impact
7
Anticipate a potential one-time gain (estimated to be between $2 million and $5 million) under
FASB ASC Topic 805 (formerly FAS 141R) 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.
Acquired approximately $89 million in wholesale deposits and $71 million in FHLB
Borrowings anticipate
using 1st
Uniteds existing liquidity to substantially reduce or
eliminate. Remaining deposits of approximately $200 million appear to be strong, core
deposits with
a very good mix, including 28% non-interest bearing deposits.
Pro forma leverage ratio estimated approximately 10%
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.
8
Deposits
Loan Portfolio
Non Interest
Bearing
28%
Time Deposits
27%
Interest Bearing
Transaction
45%
Composition of Acquired Loans & Assumed Deposits
Increases 1st Uniteds loans to deposits ratio from 79% to approximately 90%
Cost of Deposits = .95%
Yield on Loans = 5.4%
Note: Information displayed above is estimated based on information received from the FDIC and 1st United estimates.
Commercial
81%
Consumer and
Residential
19%
1st United Branch Offices
Combined Branch Footprint
9
Fort Lauderdale Downtown
633 South Federal Highway
Ft. Lauderdale, FL 33301
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
Brickell
1001 Brickell Bay Drive
Miami, FL 33131
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
Coral Way
2159 Coral Way
Miami, FL 33145
Doral
8484 NW 36th Street, Suite 100
Doral, FL 33166
Coral Gables Branch
121 Alhambra Plaza
Coral Gables, FL 33134
Former Bank of Miami Branch Offices
Medley-West Branch
10505 NW 112 Avenue
Miami, FL 33178
Doral Branch
8630 NW 25th Street
Miami, FL 33122
Florida Based Banks
10
Source: SNL Financial. Data as of 9/30/10.
Florida Based Banks - Asset Rankings
September 30, 2010
Total Assets ($000)
Ranking
Bank Name
9/30/10
1
Northern Trust, National Association
11,978,492
2
Mercantil Commercebank, National Association
6,632,800
3
City National Bank of Florida
4,376,035
4
Ocean Bank
3,866,048
5
Capital City Bank
2,554,898
6
Premier American Bank, National Association
2,488,526
7
Sabadell United Bank, N.A.
2,334,151
8
Seacoast National Bank
2,012,681
9
TotalBank
1,995,656
10
U.S. Century Bank
1,846,535
11
TIB Bank
1,733,491
12
Great Florida Bank
1,648,777
13
CNLBank
1,519,828
14
1st United Bank- Pro Forma
1,260,000
15
CenterState Bank of Florida, National Association
1,237,808
16
NAFH National Bank
1,178,583
17
Citizens First Bank
1,157,898
18
BAC Florida Bank
1,049,365
19
Florida Capital Bank, N.A.
1,048,447
20
Bank of Tampa
980,345
Integration Plan
11
Management team has a history of successfully completing and integrating M&A
transactions having accomplished in 34 bank M&A transactions on a combined basis
Depositors in all Bank of Miami branches have access to their funds (no interruption of
service)
2011 conversion to 1st Uniteds IT platform, after interim servicing for FDIC concludes
Branches will be integrated into 1st Uniteds existing banking network and reviewed for
long-term strategic fit (90 day option to decide)
1st United will leverage Bank of Miamis experienced banking professionals to first integrate
the customers and second
to sell 1st
Uniteds broad array of banking products and services to
Bank of Miamis customer base
Continuing to build on our Loss Share Department experience to manage FDIC loss share
compliance
Integration will be seamless to Bank of Miami customers and is already underway
Transaction Merits
12
Major growth catalyst
Pro forma balance sheet remains fortified with robust capital ratios well in excess
of well-capitalized thresholds
Expands franchise in legacy market with significant market share opportunity
Strong pro forma liquidity and capital builds customer confidence and enables 1st
United to pursue additional balance sheet growth
Approximately 44% of 1st Uniteds loan portfolio subject to loss share
Leverage 1st Uniteds strong liquidity position