Exhibit 99.2
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Exhibit 99.2
Acquisition of
Business Property Lending
Investor Conference Call July 2, 2012
BANKING LENDING INVESTING
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Disclaimer
THIS PRESENTATION HAS BEEN PREPARED BY EVERBANK FINANCIAL CORP (“EVERBANK” OR THE “COMPANY”) SOLELY FOR INFORMATIONAL PURPOSES BASED ON ITS OWN INFORMATION, AS WELL AS INFORMATION FROM PUBLIC SOURCES. THIS PRESENTATION HAS BEEN PREPARED TO ASSIST INTERESTED PARTIES IN MAKING THEIR OWN EVALUATION OF EVERBANK AND DOES NOT PURPORT TO CONTAIN ALL OF THE INFORMATION THAT MAY BE RELEVANT. IN ALL CASES, INTERESTED PARTIES SHOULD CONDUCT THEIR OWN INVESTIGATION AND ANALYSIS OF EVERBANK AND THE DATA SET FORTH IN THIS PRESENTATION AND OTHER INFORMATION PROVIDED BY OR ON BEHALF OF EVERBANK.
EXCEPT AS OTHERWISE INDICATED, THIS PRESENTATION SPEAKS AS OF THE DATE HEREOF. THE DELIVERY OF THIS PRESENTATION SHALL NOT, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY AFTER THE DATE HEREOF.
CERTAIN OF THE INFORMATION CONTAINED HEREIN MAY BE DERIVED FROM INFORMATION PROVIDED BY THIRD PARTIES. EVERBANK BELIEVES THAT SUCH INFORMATION IS ACCURATE AND THAT THE SOURCES FROM WHICH IT HAS BEEN OBTAINED ARE RELIABLE. EVERBANK CANNOT GUARANTEE THE ACCURACY OF SUCH INFORMATION, HOWEVER, AND HAS NOT INDEPENDENTLY VERIFIED SUCH INFORMATION.
THIS PRESENTATION MAY CONTAIN CERTAIN FORWARD-LOOKING STATEMENTS AS DEFINED IN THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995. WORDS SUCH AS “OUTLOOK,” “BELIEVES,” “EXPECTS,” “POTENTIAL,” “CONTINUES,” “MAY,” “WILL,” “COULD,” “SHOULD,” “SEEKS,” “APPROXIMATELY,” “PREDICTS,” “INTENDS,” “PLANS,” “ESTIMATES,” “ANTICIPATES” OR THE NEGATIVE VERSION OF THOSE WORDS OR OTHER COMPARABLE WORDS ARE INTENDED TO IDENTIFY FORWARD-LOOKING STATEMENTS BUT ARE NOT THE EXCLUSIVE MEANS OF IDENTIFYING SUCH STATEMENTS. THESE FORWARD-LOOKING STATEMENTS ARE NOT HISTORICAL FACTS, AND ARE BASED ON CURRENT EXPECTATIONS, ESTIMATES AND PROJECTIONS ABOUT THE COMPANY’S INDUSTRY, MANAGEMENT’S BELIEFS AND CERTAIN ASSUMPTIONS MADE BY MANAGEMENT, MANY OF WHICH, BY THEIR NATURE, ARE INHERENTLY UNCERTAIN AND BEYOND THE COMPANY’S CONTROL. ACCORDINGLY, YOU ARE CAUTIONED THAT ANY SUCH FORWARD-LOOKING STATEMENTS ARE NOT GUARANTEES OF FUTURE PERFORMANCE AND ARE SUBJECT TO THE FOLLOW RISKS AND UNCERTAINTIES RELATED TO THE ACQUISITION AND THE INTEGRATION OF BUSINESS PROPERTY LENDING INTO EVERBANK FOLLOWING THE CLOSING, INCLUDING BUT NOT LIMITED TO: THE RECEIPT OF REGULATORY AND OTHER APPLICABLE APPROVALS, THE TIMING OF WHICH CANNOT BE PREDICTED AND WHICH MAY NOT BE RECEIVED AT ALL; THE EXPENSES NECESSARY TO COMPLETE THE ACQUISITION AND INTEGRATION OF THE BUSINESS MAY BE SUBSTANTIALLY MORE THAN CURRENTLY ESTIMATED AND MAY TAKE LONGER THAN ANTICIPATED; THE PROJECTED BENEFITS, INCLUDING THE ANTICIPATED DIVERSIFICATION BENEFITS TO EVERBANK’S PRODUCT OFFERING, LOAN PORTFOLIO, ASSET GENERATION AND EARNINGS MAY NOT BE AS SIGNIFICANT OR MAY TAKE LONGER TO ACHIEVE; AND STRATEGIC GROWTH MAY BE MORE DIFFICULT TO ACHIEVE THAN EXPECTED. FOR ADDITIONAL FACTORS THAT COULD MATERIALLY AFFECT OUR FINANCIAL RESULTS AND OUR BUSINESS GENERALLY, PLEASE REFER TO EVERBANK FINANCIAL CORP’S FILINGS WITH THE SECURITIES AND EXCHANGE COMMISSION, INCLUDING BUT NOT LIMITED TO, THE FACTORS, UNCERTAINTIES AND RISKS DESCRIBED UNDER THE HEADINGS “RISK FACTORS” AND “MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.” THE COMPANY UNDERTAKES NO OBLIGATION TO REVISE THESE STATEMENTS FOLLOWING THE DATE OF THIS PRESENTATION, EXCEPT AS REQUIRED BY LAW.
BANKING LENDING INVESTING 2
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Key Transaction Highlights
Business Acquired
Business Property Lending division from GE Capital
Provides loans on essential use properties owned or leased by small and mid-sized companies Includes commercial loan origination and servicing business $2.44bn of high-quality top performing loans 108 employees Servicing rights on additional $3.1bn of securitized business loans
Purchase Price
$2.51bn cash for the stock of a subsidiary of GE Capital
Includes $70.5mm premium for loans, the origination and servicing platform and servicing rights
Expected to generate approximately $40mm in goodwill
No debt assumed in transaction
Source of Funds
Combination of liquidity sources, including cash, securities, undrawn debt facilities and deposits
Due Diligence
Completed – Extensive loan file, origination and servicing operations review
Required Approvals
OCC (with FDIC notice) and other customary approvals
No shareholder approvals necessary
Expected Closing Date
Fourth Quarter 2012
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Transaction Rationale
Strategic Value
Accelerates strategic growth plan
Adds strong commercial asset generation capability
Diversifies balance sheet into high quality business property loans Complements distribution strategy in key markets
Attractive Deal Economics
Immediately accretive to EPS (low double digit %) Accretive to ROE by ~100bps Attractive IRR: ~20% Minimal impact on TBV
Low Risk
High quality loan portfolio
No non-performing loans acquired
Business has demonstrated solid historical credit performance
Turn-key platform
Strong pro forma capital and liquidity
BANKING LENDING INVESTING 4
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Business Overview
About Business Property Lending
Business Property Lending is a division of GE Capital
25-year operating history of providing real estate secured loans on essential use business properties owned or leased by small or mid-sized companies
Average loan size of $2.6mm
Fully integrated origination and servicing franchise
14 offices nationwide in key EverBank markets
Originated over $27bn of high quality loans since 1997
Cumulative lifetime losses of 1.51%
Seasoned management team with over 25 years average experience
Senior management team will join EverBank
Nationwide
Collateral
Origination Platform
Strong Credit and Risk Management Culture
Servicing and Asset Management
BANKING LENDING INVESTING 5
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Underwriting Philosophy
Focus on Tenant and Collateral
Credit of Tenant / Owner Occupant
Well-capitalized borrowers, tenants, principals Borrower financial investment Growth & profitability Sound management Strong cash flow Secondary sources of repayment
Collateral
Strategic business use of property by tenant / borrower Real estate re-tenanting marketability General purpose properties preferred Wide range of industries
Average annual loss rate during credit crisis (2007-2011) of 0.75%
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Scalable Origination Franchise
Historical Originations ($mm)
$879
$960
$1,521
$1,941
$2,376
$2,177
$2,236
$2,703
$3,176
$3,365
$4,133
$1,486
$43
$75
$117
$317
(1)
1997 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012
Business decision to curtail origination activity, but retain franchise
Capacity to increase business lending volumes is in place
(1) Q1 2012 Annualized.
BANKING LENDING INVESTING 7
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Due Diligence Overview
EVER Due Diligence Process
Due Diligence
Internal commercial credit team performed rigorous process validated by two third-party firms Detailed loan file re-underwriting on approximately 60% of the loan balances acquired Historical credit information available on $27bn of originated volume Comprehensive operational diligence conducted through multiple on-site meetings
Outcome
Due diligence process resulted in 100% performing portfolio diversified by geography and property type Detailed integration and transition planning
Conducted extensive due diligence on acquired loans and platform
BANKING LENDING INVESTING 8
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Minimal Risk
Business
Cohesive, long-tenured management team of Business Property Lending expected to remain intact Strong, complementary risk management culture Rigorous business and portfolio due diligence 100% performing portfolio Balance sheet and earnings diversification Limited interest rate risk due to expected match funding Strong pro forma capital and liquidity
Conversion
Turn-key platform to remain intact Multi-phased and disciplined approach to business integration Experienced acquirer and integrator of unique transactions
MetLife Warehouse Finance Tygris Commercial Finance Group Bank of Florida
Existing experience in commercial lending and servicing Strong corporate services infrastructure designed to support multiple business lines
BANKING LENDING INVESTING 9
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Loan Portfolio Highlights
Acquired Portfolio
Current Balance $2.4bn
Average Balance $2.6mm
Original Term 17 yrs
Remaining Term 12 yrs
Gross Coupon 6.6%
Portfolio Duration ~4.5 yrs
Stratification (% of UPB)
Current Paying 100%
Owner-Occupied 61%
Personal Guarantee 43%
Top 10 Loans 7%
Major MSA(1) 79%
Diversified Portfolio – Property Type
Other 13%
Office Buildings 30%
Industrial 19%
Warehouse 17%
Retail 15%
Medical Facility 6%
Diversified Portfolio – Geography
CA 13%
NY 9%
FL 8%
TX 8%
NC 5%
Other 57%
(1) Major MSAs defined as the top 100 in the United States by population
BANKING LENDING INVESTING 10
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Transaction Diversifies Loan Portfolio
EVER
Leases & Other 6%
Commercial 12%
Warehouse Finance 3%
Residential 79%
Total: $10.2bn
Business Property Lending
Commercial 100%
Total: $2.4bn
Pro Forma
Leases & Other 5%
Commercial 29%
Warehouse Finance 3%
Residential 63%
Total: $12.6bn
Residential
Commercial
Transaction increases commercial loan concentration from 21% to 36%
Note: As of March 31, 2012, including the warehouse finance acquisition completed in April 2012.
BANKING LENDING INVESTING 11
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Enhances Asset Generation Capabilities
Retained Loan Originations
$2.4bn
Commercial
Commercial Leases / Lender Finance
Warehouse Finance
Residential
EVER(1)
$0.5bn
BPL Commercial
Business Property Lending(2)
$2.9bn
Commercial
Commercial Leases / Lender Finance
Warehouse Finance
Residential
Pro Forma
Diversifies and expands existing asset generation capability
(1) Q1 2012 annualized and includes the warehouse finance acquisition completed in April 2012. (2) An overview of key financial assumptions can be found on slide 15.
BANKING LENDING INVESTING 12
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Business Strategy Alignment
Deposits
Residential Lending
Commercial Finance
Commercial Lending
Brokerage Services
Wealth Management
Deposits and Lending by County
Redmond, WA
San Francisco, CA
Pleasanton, CA
Irvine, CA
Austin, TX
Houston, TX
Chicago, IL
St. Louis, MO
Orlando, FL
Jupiter, FL
Fort Washington, PA
Shelton, CT Norwalk, CT
Alpharetta, GA
BANKING LENDING INVESTING 13
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Pro Forma Balance Sheet
EVER IPO and EVER Business EVER
Balance Sheet ($bn) (as of 3/31/2012) Reported Warehouse Acq. Adjusted Property Lending Pro Forma
Cash and Investments $2.6 $0.2 $2.8($0.6) $2.2
Net Loans 9.8 0.4 10.1 2.4 12.5
Assets 13.8 0.5 14.3 1.9 16.2
Deposits 10.6 — 10.6 0.2 10.8
Borrowings 1.7 0.4 2.1 1.6 3.7
Tangible Equity 1.0 0.2 1.2(0.0) 1.2
Capital Ratios
Tangible Equity / Tangible Assets (1) 7.1% 8.2% 7.0%
Tier 1 Common(2) 14.5 16.4 11.8
Tier 1 Leverage(2) 7.7 8.8 7.4
Total Risk Based(2) 15.2 17.1 12.4
Balance Sheet Ratios
RWA / Assets 53% 53% 62%
Net Loans / Deposits 93 96 116
Deposits / Liabilities 83 80 72
Acquisition accelerates balance sheet growth in accordance with strategic plan
(1) Consolidated capital ratio. A reconciliation of GAAP and tangible equity / tangible assets can be found in the appendix. (2) Bank level capital ratios.
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Key Financial Assumptions
Originations
$500mm—$1bn per year
Loan Mark
Credit mark of 3.4%, or ($80mm)
Offset by positive rate mark of 3.8%, or $90mm
Net Interest Margin
4.00%—4.50%
Non-Interest Income
$6mm—$8mm per year
Transaction Expenses
$8mm (pre-tax) expensed 100% in 2012
Non-Interest Expense
$45mm—$55mm per year, excluding transaction costs
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Continued Evolution and Growth
EVER Assets ($bn)
CAGR (1) :~26%
$5.5
$7.0
$8.1
$12.0
$13.0
$16.2
(2)
2007 2008 2009 2010 2011 2012 Q1 PF
Builds on a strong history of consistent growth
(1) Compound annual growth rate measured from December 31, 2007 to the beginning of Q4 2012. (2) Pro forma for the warehouse finance acquisition completed in April 2012 and proceeds from the IPO.
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Appendix
BANKING LENDING INVESTING
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Non-GAAP Financial Measures
Tangible Equity / Tangible Assets
EVER
($ in mm) 3/31/2012
Shareholders’ equity $995
Less:
Goodwill 10
Intangible assets 7
Tangible equity 977
Total assets $13,775
Less:
Goodwill 10
Intangible assets 7
Tangible assets 13,758
Tangible Equity / Tangible Assets 7.1%
BANKING LENDING INVESTING 18