Board of Trustees
Board of Directors
May 21, 2020
Page 4
The estimated pro forma market value is defined as the price at which Eastern Bankshares’ common stock, immediately upon completion of the stock offering, would change hands between a willing buyer and a willing seller, neither being under any compulsion to buy or sell and both having reasonable knowledge of relevant facts.
Valuation Conclusion
It is our opinion that, as of May 21, 2020, the estimated aggregate pro forma market value of the shares to be issued immediately following the conversion, including shares to be issued to the Foundation, equaled $1,588,541,670 at the midpoint, equal to 158,854,167 shares offered at a per share value of $10.00. Pursuant to the conversion guidelines, the 15% valuation range indicates a minimum value of $1,350,260,420 and a maximum value of $1,826,822,920. Based on the $10.00 per share offering price determined by the Board, this valuation range equates to total shares outstanding of 135,026,042 at the minimum and 182,682,292 at the maximum. In the event the appraised value is subject to an increase, the aggregate pro forma market value may be increased up to a super maximum value of $2,100,846,360 without a resolicitation. Based on the $10.00 per share offering price, the super maximum value would result in total shares outstanding of 210,084,636. Based on this valuation range, the offering range is as follows: $1,296,250,000 at the minimum, $1,525,000,000 at the midpoint, $1,753,750,000 at the maximum and $2,016,812,500 at the super maximum. Based on the $10.00 per share offering price, the number of offering shares is as follows: 129,625,000 at the minimum, 152,500,000 at the midpoint, 175,375,000 at the maximum and 201,681,250 at the super maximum.
Limiting Factors and Considerations
The valuation is not intended, and must not be construed, as a recommendation of any kind as to the advisability of purchasing shares of the common stock. Moreover, because such valuation is determined in accordance with applicable regulatory guidelines and is necessarily based upon estimates and projections of a number of matters, all of which are subject to change from time to time, no assurance can be given that persons who purchase shares of common stock in the stock offering will thereafter be able to buy or sell such shares at prices related to the foregoing valuation of the estimated pro forma market value thereof. The appraisal reflects only a valuation range as of this date for the pro forma market value of Eastern Bankshares immediately upon issuance of the stock and does not take into account any trading activity with respect to the purchase and sale of common stock in the secondary market on the date of issuance of such securities or at anytime thereafter following the completion of the stock offering.
RP Financial’s valuation was based on the financial condition and operations of Eastern Bankshares as of March 31, 2020, the date of the financial data included in the prospectus.
RP Financial is not a seller of securities within the meaning of any federal and state securities laws and any report prepared by RP Financial shall not be used as an offer or solicitation with respect to the purchase or sale of any securities. RP Financial maintains a policy which prohibits RP Financial, its principals or employees from purchasing stock of its client institutions.