Acquisition of Exhibit 99.1 |
Safe Harbor Statement 2 This document includes forward-looking statements that involve risks and uncertainties. Forward-looking statements can be identified by the fact that they do not relate strictly to historical or current facts. Often, they include the words “believe,” “continue,” “expect,” “target,” “anticipate,” “intend,” “plan,” “estimate,” “potential,” “project,” or words of similar meaning, or future or conditional verbs such as “will,” “would,” “should,” “could,” or “may.” There are numerous risks and uncertainties that could and will cause actual results to differ materially from those discussed in UNBC’s forward-looking statements. Many of these factors are beyond UNBC’s ability to control or predict and could have a material adverse effect on UNBC’s financial condition, results of operations and/or prospects. Such risks and uncertainties include, but are not limited to uncertainties as to the timing of completion of the proposed acquisition, the possibility that various closing conditions (including regulatory approval) for the proposed transaction may not be satisfied at all or in a timely manner or waived, UNBC’s ability to retain key employees and other risks and uncertainties discussed in UNBC’s public filings with the SEC. All forward-looking statements included in this document are based on information available at the time of such document, and UNBC assumes no obligation to update any forward-looking statement. |
Growing Our California Franchise 3 • Acquiring the leading bank in attractive Santa Barbara market • Strengthens retail banking scale and distribution • Complementary service-oriented and relationship based model – Combines two community focused cultures • Significant revenue opportunities from expanded product offerings and cross-sell in business banking, wealth management and commercial and community banking • Credit write-up and reversal of Deferred Tax Asset (DTA) valuation allowance unlocks tangible book value • Leverages strong capital • Improves Union Bank funding mix by adding valuable, low-cost retail deposits • Significant operating synergies – Cost saves of approx. $80 million or approx. 40% of PCBC expenses • Exceeds internal financial hurdles • Balance sheet marked at time of recapitalization in August 2010 – No credit write-down required • Strong pro forma capital position • Reviewed significant portion of loan files with Union Bank credit team • Recent track record of successful integrations Strategic Rationale Financially Attractive Relatively Low Risk |
Transaction Assumptions 4 Consideration 100% Cash Purchase Price Per Share $46.00 Aggregate Value $1.5Bn Anticipated Closing Q4 2012 Approvals Regulatory (Pacific Capital majority shareholder consent already obtained) Due Diligence Complete |
Building Branch Density in Attractive California Markets 5 Commenced operations in 1960 – Headquartered in Santa Barbara, CA $5.9Bn in assets; $4.6Bn in deposits 47 branches in Central Coast of California – Largest independent bank in Central Coast – #1 in Santa Barbara MSA – #4 in Oxnard-Thousand Oaks MSA – Median household income of $69K (1) for Pacific Capital markets compared to $54K (1) for entire U.S. Recapitalization in August 2010 – Ford Financial Fund L.P. owns 76% Strong core deposit funding – Non-interest bearing deposits comprise 25.5% of total deposits Overview of Pacific Capital 1. Source: SNL Financial. Weighted by total deposits in market Union Bank Pacific Capital Bancorp |
Leading Presence in Santa Barbara, Strengthened Position in Adjacent Markets 6 Institution Market Share (%) 1 Bank of America 26.3 2 Wells Fargo 20.0 3 JP Morgan 7.5 – Union Bank / Pacific Capital 6.7 4 Union Bank 6.2 5 Citigroup 5.3 18 Pacific Capital 0.5 California Institution Market Share (%) – Union Bank / Pacific Capital 23.7 1 Pacific Capital 22.4 2 Wells Fargo 17.6 3 Bank of America 13.5 4 Rabobank Nederland 10.1 5 Montecito Bancorp 8.1 15 Union Bank 1.3 Institution Market Share (%) 1 Wells Fargo 26.2 2 Bank of America 21.6 3 JP Morgan 11.9 – Union Bank / Pacific Capital 8.1 4 Pacific Capital 6.2 5 Citigroup 6.0 12 Union Bank 1.9 Santa Barbara MSA Oxnard MSA (Ventura) Institution Market Share (%) 1 Wells Fargo 29.2 2 Bank of America 17.4 3 Rabobank Nederland 14.3 4 JP Morgan 13.3 – Union Bank / Pacific Capital 12.6 5 Pacific Capital 9.3 6 Union Bank 3.3 Salinas MSA (Carmel / Monterey) (Median HH Income: $60,992) (Median HH Income: $61,338) (Median HH Income: $77,837) (Median HH Income: $62,850) |
Pacific Capital: Significantly Strengthened Franchise Improved Funding Base Deposit Composition (%) CDs Money Market & Savings Non-interest Bearing Solid Credit Quality w/ Marked Balance Sheet Nonperforming Assets (%) Rebuilt Capital Position Tier 1 Common Ratio (%) Return to Profitability Net Income ($MM) 7 (Pre-Ford Investment) Cost of Deposits: 1.54% 1.06% 0.53% (Pre-Ford Investment) |
Combining Two Strong Core Deposit Bases 8 Money Market and Savings 49% CDs 19% Non- Interest Bearing 32% Union Bank Money Market and Savings 41% CDs 34% Non- Interest Bearing 25% Pacific Capital (1) 1. Includes interest-bearing transaction accounts (1) Pacific Capital’s cost of deposits is similar to Union Bank’s 12/31/2011 Total Deposits ($MM): 64,420 2011 Cost of Deposits: 0.36% 2011 Cost of Deposits exl. CDs: 0.14% 12/31/2011 Total Deposits ($MM): 4,617 2011 Cost of Deposits: 0.53% 2011 Cost of Deposits exl. CDs: 0.17% |
Significant Write-Ups to Tangible Book Value at Closing 9 Purchase Price $1,517 Pacific Capital Shareholder Equity 762 Less: Goodwill and Intangibles (89) PCBC 12/31/2011 Tangible Book Value $673 Adjustments Reversal of DTA Valuation Allowance 248 Net Write-up of 2010 Credit Mark (After-Tax) 20 Total Adjustments $268 Adjusted 12/31/2011 Tangible Book Value $941 Price / Adjusted Tangible Book Value 1.6x 1. Adjusted to reflect announced after-tax loan mark, net of reserves. Includes the following transactions with deal values greater than $500MM: Prosperity / American State, PNC / RBC Bank, Comerica / Sterling, Hancock / Whitney, BMO Financial / M&I, and First Niagara / NewAlliance. 2. As of 12/31/2011 3. The net write-up of the 2010 credit mark is equal to the sum of the pre-tax $27MM credit write-up ($17MM after-tax) as of 1/31/12 and the $5MM pre-tax reserve balance ($3MM after-tax) as of 12/31/2011 Reversal of DTA valuation allowance and recapturing a portion of Ford Financial’s original credit mark enhances tangible book value Price to adjusted tangible book value of 1.6x compares favorably with selected comparable transactions median of 2.1x (1) Acquiring strong core deposits in attractive markets (2) (3) |
1. As of 1/31/2012 2. Transactions with deal values greater than $500MM since January 1, 2010 Pacific Capital’s Legacy Loan Portfolio Marked in 2010 Recapitalization 10 Credit mark of $440MM or 10.6% of principal balance results in a pre-tax credit write-up of $27MM, or ~0.7% of the current marked book value of the loan portfolio (1) Median credit mark for recent comparable transactions of 9.0% Source: Investor Presentations (15) (12) (9) (6) (3) 0 3 PNC / RBC Bank BMO / M&I Comerica / Sterling Hancock / Whitney First Niagara / New Alliance Prosperity / American State Union Bank / Pacific Capital (%) Credit Write-up / Write-down for Precedent Transactions (2) Write-up of Book Value (1) |
Comprehensive Credit and Operational Due Diligence Completed 11 Due diligence completed, including all major business and functional areas Reviewed Ford’s original mark in context of today’s market conditions and recent and projected performance of loan portfolio – Union Bank’s analysis resulted in a pre-tax $27MM write-up of the loan portfolio balance Extensive review of loan portfolios including internal loan file reviews, thorough analysis of data provided, and discussions with management – Overall credit analysis and individual credit files reviewed onsite by senior Union Bank banking and credit professionals to assess risk profile and credit mark – On-site team conducted extensive review of commercial portfolio (over 300 loan files representing $1.1Bn of customer balances) providing coverage across all major asset types – Detailed analysis of consumer portfolios completed, including selected file reviews Systems integration expected to occur in 1Q 2013 – Dedicated integration team with deep transaction experience |
Continued Capital Strength and Flexibility 12 On a pro forma basis: UNBC will continue to have the highest Tier 1 Common ratio among its peers (1) Estimated Pro forma 12/31/11 Tier 1 Common Ratio of ~12.4% Quality of capital is very strong: 100% of Tier 1 consisting of common equity Capital strength provides flexibility for further growth Tier 1 Common Ratio at 12/31/11 Peer Median: 9.7% (%) (Pro Forma) 1. Regional banks with assets > $50 billion |
Strategically Compelling, Financially Attractive Combination 13 Combination creates leading market opportunity for business banking, wealth management and commercial and community banking in Central Coast region Complementary relationship and service oriented business model, and commitment to community Financially attractive transaction which exceeds internal financial hurdles Relatively low risk, highly diligenced transaction Strong capital and liquidity post-transaction to fund future growth |