January 2013 Fixed Income Investor Presentation Filed by FirstMerit Corporation Pursuant to Rule 425 Under the Securities Act of 1933 And Deemed Filed Pursuant to Rule 14a-12 Under the Securities Exchange Act of 1934 Subject Company: Citizens Republic Bancorp, Inc. Commission File No.: 001-33063 Date: January 23, 2013 |
1 Forward-looking Statement Disclosure This presentation contains forward-looking statements relating to present or future trends or factors affecting the banking industry, and specifically the financial condition and results of operations, including without limitation, statements relating to the earnings outlook of the Corporation, as well as its operations, markets and products. Actual results could differ materially from those indicated. Among the important factors that could cause results to differ materially are interest rate changes, continued softening in the economy, which could materially impact credit quality trends and the ability to generate loans, changes in the mix of the Corporation's business, competitive pressures, changes in accounting, tax or regulatory practices or requirements and those risk factors detailed in the Corporation's periodic reports and registration statements filed with the Securities and Exchange Commission. The Corporation undertakes no obligation to release revisions to these forward-looking statements or reflect events or circumstances after the date of this release. Additional Information and Where to Find It In connection with the proposed merger between FirstMerit Corporation ("FirstMerit") and Citizens Republic Bancorp., Inc. ("Citizens"), FirstMerit has filed with the U.S. Securities and Exchange Commission (“SEC”) a Registration Statement on Form S-4 that includes a preliminary joint proxy statement of FirstMerit and Citizens that also constitutes a prospectus of FirstMerit. FirstMerit and Citizens will deliver the definitive joint proxy statement/prospectus to their respective shareholders. FirstMerit and Citizens urge investors and shareholders to read the joint proxy statement/prospectus regarding the proposed merger and the definitive joint proxy statement/prospectus (when it becomes available), as well as other documents filed with the SEC, because they will contain important information. You may obtain copies of all documents filed with the SEC regarding this transaction, free of charge, at the SEC’s website (www.sec.gov). You may also obtain these documents, free of charge, from FirstMerit’s website (www.firstmerit.com) under the heading “Investors” and then under the heading “Publications and Filings.” You may also obtain these documents, free of charge, from Citizens’ website (www.citizensbanking.com) under the tab “Investors” and then under the heading “Financial Documents” and then under the heading “SEC Filings.” Participants in the Merger Solicitation FirstMerit, Citizens, and their respective directors, executive officers and certain other members of management and employees may be soliciting proxies from FirstMerit and Citizens shareholders in favor of the merger and related matters. Information regarding the persons who may, under the rules of the SEC, be deemed participants in the solicitation of FirstMerit and Citizens shareholders in connection with the proposed merger are set forth in the preliminary joint proxy statement/prospectus. You can find information about FirstMerit’s executive officers and directors in its definitive proxy statement filed with the SEC on March 8, 2012. You can find information about Citizens’ executive officers and directors in its definitive proxy statement filed with the SEC on March 12, 2012. Additional information about FirstMerit’s executive officers and directors and Citizens’ executive officers and directors can be found in the above-referenced Registration Statement on Form S-4. You can obtain free copies of these documents from FirstMerit and Citizens using the contact information above. |
FirstMerit Overview (1) • Headquarters: Akron, Ohio • Employees (FTE): 2,724 • Founded: 1845 • Assets: $14.9 Billion 4th largest Ohio bank 41 st largest US bank • Market Capitalization: $1.7 Billion • S&P / Moody’s Hold Co. Ratings: BBB+ / A2 • Ticker: FMER (NASDAQ) 2 Source: SNL Financial. (1) Total assets at 12/31/12 and market capitalization as of 1/18/13. |
The First Merit Opportunity Highly regarded and experienced management team • Senior management team with an average of over 25 years of banking industry experience principally with larger institutions • Dedicated focus on risk management, credit, and controls Stable earnings base • 55 consecutive quarters of profitability • Stable NIM historically and throughout the cycle Experienced integrator • Successfully integrated 3 bank M&A transactions in 2010 • Robust planning, identified risks and detailed integration plan Citizens Republic – strategically compelling and financially attractive • Creates a premier Midwest banking franchise with over $23bn in assets • EPS accretive, IRR of 18%+, with short TBV earnback period 3 • Robust pro forma capital and capital generation capacity • Outstanding asset quality, exceptional liquidity profile, and strong core deposit base Robust credit, capital, and liquidity |
Highly Regarded and Experienced Management Team 4 Name Title Industry Experience Bio Paul G. Greig Chairman & CEO 35 Terrence E. Bichsel Executive VP & CFO 39 William P. Richgels Executive VP & CCO 31 Mr. Richgels joined FirstMerit as Executive Vice President, Chief Credit Officer on May 1, 2007. He joined FirstMerit from JP Morgan Chase, Chicago, where he held the position of Senior Vice President and Senior Credit Executive since 2004. Mr. Richgel’s experiences and successes in lending include asset-based, commercial and industrial, commercial real estate, floor plan, private banking, distressed debt and mezzanine. Mark N. DuHamel Executive VP and Treasurer 30 Thomas P. O’Malley Senior VP, Dir. of Investor Relations and Corporate Communications 17 Mr. O’Malley is Senior Vice President, Director of Investor Relations and Corporate Communications. He joined FirstMerit in 2004 from National City Corporation, Cleveland, where he was a buy-side equity research analyst covering financial service companies. Prior to that, he was a sell-side equity research analyst covering banks for McDonald & Company/KeyCorp., Cleveland. Mr. Greig has served as Chairman, President and CEO of FirstMerit since 2006 and is a member of the Company’s Executive Committee. Mr. Greig is also the Chairman, President and CEO of FirstMerit Bank, N.A. Prior to joining FirstMerit, Mr. Greig served as President and CEO of Charter One Bank, Illinois from 2005-2006 and President and CEO of Chase, Wisconsin from 1999-2005. Mr. Bichsel is the Executive Vice President and Chief Financial Officer of FirstMerit Corporation. He joined FirstMerit in September 1999 from Banc One Corporation where he was the Vice President of Finance and Performance Management. He previously held high level finance positions in Bank One Services Corporation, Bank One Wisconsin Corp, and Bank One, Dayton. He has more than 30 years of experience in financial management, systems, budgeting, risk management, investments, cost accounting and financial forecast modeling. Mark N. DuHamel is Executive Vice President of Treasury for FirstMerit Corporation. He also serves as Executive Vice President and Treasurer of FirstMerit Bank, NA.. He directs investment portfolio strategy and execution, manages wholesale funding activities and oversees the bank's asset liability management function. He manages the corporation's investor relations function and he is the corporate development officer overseeing merger and acquisition activity. |
Highly Regarded and Experienced Management Team (cont.) 5 Name Title Industry Experience Bio David G. Goodall Executive VP, Corporate Banking 15 Mr. Goodall serves as Executive Vice President, Commercial Banking and has held this position since November 2009. He joined FirstMerit in March 2009 as Executive Vice President and Head of Specialized Banking from National City Business Credit, Inc., a subsidiary of National City Bank, where he was President and CEO. N. James Brocklehurst Executive VP, Retail Banking 23 Mr. Brocklehurst was appointed Executive Vice President, Retail Banking in July 2010. He joined FirstMerit as Senior Vice President, Retail Sales Manager in July 2006, from JPMorgan Chase where he served as Senior Vice President, Retail Market Manager since 2003. Mr. Brocklehurst began his banking career in 1989 in Branch Management in Indianapolis, IN. Mike G. Robinson Executive VP, Wealth Management Services 27 Mark D. Quinlan Executive VP & Chief Information Officer 25 Mr. Quinlan is Executive Vice President and Chief Information Officer. Prior to joining FirstMerit in 2013, he was Executive Vice President, Chief Information and Operations Officer at Associated Bancorp in Green Bay, Wis. Prior to that, he held significant positions at such organizations as Charter One, Union Center Insurance and Investments, US Bancorp and Citibank. Christopher J. Maurer Executive VP, Human Resources 41 Judith A. Steiner Executive VP, Risk Management 25 Ms. Steiner joined FirstMerit in 1990. She is Executive Vice President, General Counsel, Corporate Secretary and Chief Risk Officer of FirstMerit Corporation. Prior to her current position, Ms. Steiner was manager of the Legal and Compliance Departments and was AML/BSA Officer of the Corporation. Her responsibilities include oversight of the Legal, Compliance, AM/BSA, CRA, Security, Insurance and Enterprise Risk Management functions. Prior to joining FirstMerit, she was an Associate with Brouse McDowell law firm, Akron, Ohio. Julie C. Tutkovics Senior VP & Chief Marketing Officer 20 Mr. Robinson is Executive Vice President, Wealth Management Services. Prior to joining FirstMerit, he spent 27 years at JPMorgan Chase where he held a number of leadership roles within the company’s wealth management business. As a managing director and co-head of the JP Morgan Private Bank in Michigan, Mr. Robinson managed a team of specialists in wealth advisory, investment management, estate and trust administration and banking Mr. Maurer is Executive Vice President, Human Resources of FirstMerit Corporation. He joined First National Bank of Ohio (now part of FirstMerit) in June 1992 as Senior Vice President and Director of Human Resources. In November 1993, Mr. Maurer was named Senior Vice President and Director of Human Resources of FirstMerit Corporation. Prior to his joining First National, he was employed by Diebold Incorporated where he spent 21 years holding various management positions in Human Resources. Mrs. Tutkovics was appointed Senior Vice President, Chief Marketing Officer, in November 2010. She is responsible for corporate Line of Business marketing across the country, driving FirstMerit’s branding initiatives, overseeing product development, heading up marketing research and working closely with line of business heads to develop marketing and advertising strategies. Prior to joining FirstMerit, Mrs. Tutkovics served as First Vice President, Director of Product Development at New York Community Bancorp, Inc. (formerly AmTrust Bank). Before that, she served in a variety of marketing roles at Citizens Financial Group/Charter One Bank, Citizens Bank, Fidelity Investments and KeyCorp. |
6 • Solid asset quality results (1) NCO ratio consistently below peers (0.53% for 2012 vs. 0.81% for peers) NPA ratio at 0.57% vs. peers at 2.43% (2) • Robust capital Tangible common equity ratio of 8.16% as of 12/31/12 Pro forma acquisition of 7.15% as of 9/30/12 Ratios well in excess of fully phased-in Basel III NPR requirements • Strong liquidity Strong core deposit funding base anchored by noninterest-bearing demand deposits Core deposits are 88% of deposit base at 12/31/12 Robust Credit, Capital and Liquidity Note: Financial metrics for FMER as of 12/31/2012. Financial metrics for peers as of 9/30/2012 YTD. Peer Group includes Huntington, Associated, Fulton Financial, TCF Financial, Citizens Banking, Park National, First Commonwealth Financial, Old National, MB Financial and FNB as of most recent quarter available. (1) Includes $10.6 million of accruing consumer post chapter 7 bankruptcy loans reclassified to non performing based on guidance from the Office of the Comptroller of the Currency in Q3’12. (2) Excludes restructured loans. |
Stable Earnings Base Source: SNL Financial. FMER 2012YTD as of 12/31/2012. Peer 2012YTD as of 9/30/2012. Peer Group includes Huntington, Associated, Fulton Financial, TCF Financial, Citizens Banking, Park National, First Commonwealth Financial, Old National, MB Financial and FNB 7 55 Consecutive Quarters of Profitability ROAA ROAE 1.19% 1.13% 0.76% 0.76% 0.82% 0.92% 0.96% 0.06% (0.85%) 0.23% 0.68% 1.10% (1.00%) (0.50%) 0.00% 0.50% 1.00% 1.50% 2007 2008 2009 2010 2011 2012 YTD FMER Peers 14.1% 12.8% 8.1% 7.8% 7.7% 8.3% 10.4% 1.5% (7.1%) 2.3% 6.0% 8.9% (10.0%) (5.0%) 0.0% 5.0% 10.0% 15.0% 2007 2008 2009 2010 2011 2012 YTD FMER Peers |
Assets: $415 million Branches: 24 Assets: $420 million Branches: 4 February 2010 Assets: $3.0 billion Branches: 26 May 2010 • Successful integration in a new market – Seamless conversions of three franchises in 2010, within very compressed, overlapping timelines – Smooth transition from announcement to conversion – Experienced project management team executing integration process • Chicago commercial lending initiative began in February 2010 with a commercial staff of 5, which has significantly exceeded expectations – FirstMerit’s commercial team today has grown to over 40 relationship managers – Commercial calling effort has developed $780 million in loans outstanding with total commitments of $1.4 billion in just 2 ½ years • Total Chicago loan portfolio in excess of $2 billion of outstanding loans – Balanced portfolio – approximately $1 billion of new production and $1 billion of acquired loans Experienced Integrator 8 |
Citizens Republic – Strategically Compelling and Financially Attractive Strategically compelling combination • Traditional community banking franchises in the Midwest • Creates a franchise with size and scale to compete effectively • Leverages FMER’s core middle market commercial lending expertise • Robust planning, identified risks and detailed game plan • Following a proven model from previous, recent acquisitions • Assistance from well-recognized third parties Exhaustive due diligence and mitigated credit risks • Estimated loan portfolio fair value mark of $377.6 million (6.8%) at transaction closing, and NCOs of 12.3% (for a total of 19.1%), mitigates credit exposure going forward • Conservative risk profile • 44% of pro forma portfolio will be marked at fair value • More than 120 people (110 FirstMerit employees), three months, multiple external third parties Very strong liquidity, capital levels • All stock transaction • Strong pro forma capital and capital generation capacity • Capital raise for TARP repayment equal to TARP outstanding • Exceptional liquidity profile 9 • EPS accretive in first full year following close • 18%+ IRR, well in excess of cost of capital • Increased earnings capacity and lower total payout ratio Financially Attractive Proven integration strategy |
Summary of Key Deal Terms Consideration • Fixed Exchange Ratio: 1.37 shares of FirstMerit for each share of Citizens Republic • Implied Value (1) : $22.50 per common share, or $912 million • Consideration Mix: 100% stock • Dividend: TARP Repayment • Intend to repay in full at closing, subject to regulatory authorization and Treasury approval • Intend to fund repayment with a combination of FirstMerit preferred stock and debt Balance Sheet Restructuring • Balance sheet deleveraging at close of approximately $750 million focused on higher cost FHLB borrowings and Repos Cost Savings • 22% ($59 million) of 6/30/12 CRBC YTD annualized noninterest expense Merger-Related Charges • $88 million pre-tax Name • Rebranded to FirstMerit Bank Board Representation • FirstMerit will appoint 2 Citizens Republic Board members to its Board Required Approvals • Approval of Citizens Republic and FirstMerit shareholders • Customary regulatory approvals, including approval to repay Citizens’ TARP Anticipated Closing • Early 2Q 2013 (1) Based on FirstMerit’s 10 day average closing share price prior to signing the definitive merger agreement (8/29/12 – 9/12/12). 10 Current quarterly dividend of $0.16 |
Creating a Premier Midwest Banking Franchise Source: Balance sheet items as of 12/31/12, other items of 9/30/12. Figures are pro forma for purchase accounting. Loans by state are not adjusted for purchase accounting mark. (1) Includes 4 FirstMerit branches in Western Pennsylvania ($0.2 billion of deposits). • $24.5 billion in Assets • $14.9 billion in Loans • $18.9 billion in Deposits • 10.59% Tier 1 Ratio • 9.50% Tier 1 Common Ratio • 415 branches • 452 ATMs • Over 5,000 employees State Deposits ($bn) Loans ($bn) Branches Ohio (1) $9.2 $7.9 162 Michigan $5.9 $4.3 158 Illinois $2.7 $2.1 44 Wisconsin $1.0 $0.4 47 FirstMerit (196 branches) Citizens Republic (219 branches) Green Bay Chicago Akron Pro Forma Franchise 11 |
12 A Stronger Regional Presence Top Banks Headquartered in the Midwest by Assets (1) Source: SNL Financial as of 1/18/13. (1) Excludes mutual holding companies and NTRS. ($ in billions) Top Banks Headquartered in the Midwest by Market Capitalization (1) ($ in billions) $60.0 $65.0 $61.4 $353 $350 $375 $118 $112 $87 $57 $25 $22 $21 $18 $17 $15 $14 $13 $13 $10 $10 $0 $25 $50 $75 $100 $125 $14.4 $8.7 $5.9 $3.4 $2.5 $2.3 $2.1 $1.9 $1.8 $1.7 $1.4 $1.4 $1.4 $1.3 $1.3 $1.2 $1.0 $1.0 $1.0 $0.9 $0.8 $0.0 $5.0 $10.0 $15.0 |
13 Compelling Financial Rationale Attractive Pricing Superior Returns • First full-year EPS accretion of 7.5% (3) • 18%+ IRR (3) • TBV dilution of 6.9%, inclusive of balance sheet restructuring charge • Earn-back of TBV dilution of under 2.5 years (3) Conservative Synergies • 22% ($59 million) cost savings net of investments (3) • Future synergies accruing to combined shareholders • Further opportunity to leverage FirstMerit’s efficiency discipline Mitigated Credit Risk • Extensive credit review involving both FirstMerit’s credit team and third party valuation consultants • 6.8% loan mark ($378 million) and implied 19.1% credit cycle losses FMER – CRBC (1) Recent Transactions – Median (2) Price / Book Value: 0.87x 1.49x Price / Tangible Book Value: 1.26x 1.75x Core Deposit Premium: 2.8% 10.4% (1) At announcement. (2) Based on the following transactions (Buyer / Target): Union Bank / Pacific Capital, Prosperity / American State, Susquehanna / Tower, Valley National / State, Brookline / Bancorp Rhode Island, Susquehanna / Abington, People’s United / Danvers, Comerica / Sterling, Hancock / Whitney, BMO / Marshall & Ilsley, M&T / Wilmington, and First Niagara / New Alliance. (3) Estimated. |
14 FMER 12/31/12 FMER Pro Forma Well-Capitalized Minimums TCE / TA 8.16% 7.15% N/A Leverage Ratio 8.43% 7.30% 5.00% Tier 1 Common Ratio 11.25% 9.50% N/A Tier 1 Ratio 11.25% 10.59% 6.00% Total Risk-Based Capital 12.50% 13.06% 10.00% Strong Balance Sheet… • Preliminary estimates based on Basel III NPR show capital ratios in excess of fully phased in requirements • Planned capital actions – Raise $250 million of Tier 2 debt and $100 million of Tier 1 preferred • Expect to quickly accumulate capital – Recover TCE / TA in under 2 years • Excellent prospects to reinvest in business Capital Ratios |
Minimized Liquidity Risk FirstMerit Bank Citizens Bank Pro Forma FirstMerit Bank As of 6/30/12 Loans / Deposits 79.2% 75.4% 75.6% Wholesale / Total Funding 1.4% 9.3% 0.9% As of 12/31/12 Holding Company Cash $141mm -- -- As of 8/31/12 As a % of Total Deposits 3.6% 5.9% 4.5% Asset-based Liquidity / Total Assets 13.3% 28.2% 16.3% (1) 15 • • • Both companies use cash flow liquidity practices in measuring liquidity risk Both companies perform extensive cash flow liquidity stress tests using severely adverse conditions Post restructuring, limited reliance on wholesale funding (1) Pro forma wholesale / total funding includes repayment of $658mm of FHLB borrowings and $103.4mm of repos and $44.0mm write-up of deposits. |
16 Conservative Credit Evaluation Gross Loan Mark Type Mark ($mm) Mark (%) C&I $62.4 3.6% CRE $103.6 7.3% Indirect Consumer – RV / Marine $23.7 2.4% Mortgage $29.8 4.5% HELOC $158.2 21.4% Total Loan Mark $377.6 6.8% Citizens’ NCOs since 1/1/08 as a % of 12/31/07 gross loan balance: 12.3% Total Loan Mark and NCOs since 1/1/08: 19.1% Note: Estimated based on most recently available information. |
17 Similar Customer-Focused Cultures Ensure Smooth Integration • History of both companies is based on Midwest ethos embraced by customers and employees • Independent third party brand awareness study on both companies revealed strikingly similar themes – FirstMerit and Citizens are both recognized in their markets for same characteristics – Big bank capabilities and product offerings with local delivery – Strong presence in marketplace – Customers know their banker – FirstMerit and Citizens customer base cited same attributes when asked to describe their bank – Approachable – Resourceful – Committed – Conservative • Remarkable level of similarity also found in independent third party customer satisfaction study on both companies – FirstMerit and Citizens customers report comparable levels of high satisfaction with their bank – 86% (FirstMerit) – 89% (Citizens) – Both bank customer bases also show strikingly similar tendency to act as advocate of their bank to others – 86% (FirstMerit and Citizens) • Similar corporate values and excellence in customer service will ensure smooth integration – Limiting customer disruption and ensuring employee retention |
Lending Presence and Product Offerings Source: SNL Financial based on regulatory data as of 9/30/12. Note: CRBC and FMER loan compositions do not reflect estimated loan mark. • Leverage FirstMerit’s lending expertise across the Citizens Republic footprint – Commercial banking: middle market, business banking and asset-based lending – Indirect auto and dealer services – Mortgage banking and credit card • Expand Citizens Republic’s specialized indirect consumer lending experience – Extensive experience in indirect consumer lending with over 750 dealer relationships across the Midwest – Superior credit – NPLs were ~35bps of total loans throughout the cycle ($ in millions) Pro Forma 18 Gross Loans: $9,377.0 C&I 32% Other 13% Consumer 14% Multifamily 2% NonOwner-Occ CRE 12% Owner-Occ CRE 13% C&D 6% 1-4 Family 8% Gross Loans: $5,461.0 C&I 23% 1-4 Family 16% NonOwner-Occ CRE 13% Multifamily 2% Consumer 20% Other 11% C&D 2% Owner-Occ CRE 13% Gross Loans: $14,838.0 C&I 29% Other 12% Consumer 16% Multifamily 2% NonOwner-Occ CRE 13% Owner-Occ CRE 13% C&D 4% 1-4 Family 11% |
Strong Core Deposit Funding Source: SNL Financial based on GAAP data as of 9/30/12. (1) Core deposits include all deposits less certificates of deposit. • Deposit product offering very similar to FirstMerit’s • Strong core deposit funding base anchored by noninterest-bearing demand deposits • Opportunity for additional core deposit growth driven by growing middle market commercial relationships ($ in millions) Pro Forma 19 Deposits: $11,532.4 MRQ Cost: 0.28% Core Deposits: 87% (1) MMDA, Savings & Other 59% Retail CDs 8% Jumbo CDs 5% Non-Interest Bearing 28% MMDA, Savings & Other 51% Retail CDs 17% Jumbo CDs 7% Non-Interest Bearing 25% Deposits: $18,835.4 Cost: 0.36% Core Deposits: 82% (1) MMDA, Savings & Other 55% Retail CDs 12% Jumbo CDs 6% Non-Interest Bearing 27% Deposits: $7,303.0 MRQ Cost: 0.48% Core Deposits: 76% (1) |
Opportunities to Expand Fee Income Source: SNL Financial based on GAAP data as of 9/30/12. Note: Core fee income shown (excludes gains / losses on sales of securities and loans held for sale). • Citizens Republic currently outsources mortgage banking – conversion to FirstMerit's business model will enhance fee income • Expansion of middle-market commercial solutions – treasury management, interest rate derivatives, international, and merchant card services • Leverage FirstMerit's success in wealth management – Greater scale and enhanced product suite – Focused cross-sell initiatives with commercial / consumer banking ($ in millions) 20 Other 12% BOLI Income 6% Loan Sales & Other Loan Income 13% Wealth Management 15% Credit Card & ATM Service Charges 27% MRQ Annualized: $217.5 Fees 27% MRQ Annualized: $95.6 Credit Card & ATM 19% Wealth 23% Other Loan Sales & 8% Service 42% Fees Management 10% Other Loan Income Charges MRQ Annualized: $313.1 Other BOLI Income Wealth 18% Credit Card & ATM 24% Loan Sales & 12% Service Charges 11% 4% Management Fees Other Loan Income 31% Pro Forma |
Significant Cost Savings Annualized Net Expense Reductions Category Amount ($MM) Personnel $24.8 Technology $18.3 Regulatory $5.9 Professional $5.6 Other $5.6 Occupancy $1.7 Marketing ($2.8) Total $59.1 (1) Excludes value of restructuring charge. (2) Assumes a 35% tax rate. • 31% of costs saves will be achieved in 2013 • FMER does not include any revenue synergy assumptions in its projections 21 |
22 Disciplined Execution Strategy • FirstMerit will leverage its extensive, best-practice integration experience from its recent Chicago expansion – FDIC deals were significantly more complex – Limited involvement from target institutions • Disciplined FirstMerit project management approach to integration has begun – Every line of business and functional area is participating and communicating daily – Third party experts utilized as necessary, especially in IT area • Similar product sets and product features across all business lines facilitate a smooth integration and transition for customers and staff – Core operating systems both provided by Fidelity Information Services (FIS) • Hiring of Sandra Pierce establishes strong, local leadership in that market – Enhancing customer and employee experience during transition |
The First Merit Opportunity Highly regarded and experienced management team • Senior management team with an average of over 25 years of banking industry experience principally with larger institutions • Dedicated focus on risk management, credit, and controls Stable earnings base • 55 consecutive quarters of profitability • Stable NIM historically and throughout the cycle Experienced integrator • Successfully integrated 3 bank M&A transactions in 2010 • Robust planning, identified risks and detailed integration plan Citizens Republic – strategically compelling and financially attractive • Creates a premier Midwest banking franchise with over $23bn in assets • EPS accretive, IRR of 18%+, with short TBV earnback period 23 • Robust pro forma capital and capital generation capacity • Outstanding asset quality, exceptional liquidity profile, and strong core deposit base Robust credit, capital, and liquidity |
24 Appendix – FirstMerit Financial Performance |
0.44% 0.98% 2.01% 2.29% 1.82% 0.81% 0.40% 0.68% 1.22% 1.23% 0.85% 0.53% 0.00% 0.50% 1.00% 1.50% 2.00% 2.50% 2007 2008 2009 2010 2011 2012 N e t C h a r g e - o f f s Peers FMER 25 • Primary focus of entire management team and organization • Aligned incentives • Hired Chief Credit Officer and added other key personnel • Active internal focus on credit quality • Ongoing comprehensive internal and external review of portfolio • Implementing initiatives for ongoing credit improvement Actions to Sustain Improved Performance Source: SNL Financial. Note: FMER data as of 12/31/2012. Peer data as of 9/30/2012. National, MB Financial and FNB. Figures shown are simple averages. Credit Quality Initiatives Leads to Superior Credit Quality Peer Group includes Huntington, Associated, Fulton Financial, TCF Financial, Citizens Banking, Park National, First Commonwealth Financial, Old |
$14.6 $13.8 $12.0 $8.8 $14.9 $7.1 0.79% 0.73% 0.63% 0.45% 0.59% 0.34% 0.00% 0.50% 1.00% 1.50% $0.0 $5.0 $10.0 $15.0 $20.0 3Q11 4Q11 1Q12 2Q12 3Q12 4Q12 Net charge-offs NCO ratio 26 Credit Results-Excluding Covered Loans (1) (1) Gray bar represents $10.6 million of accruing consumer post chapter 7 bankruptcy loans reclassified to non performing based on guidance from the Office of the Comptroller of the Currency. NCO ratio excludes reclassification impact. 176.5% 205.0% 234.3% 208.1% 284.5% 1.06% 0.87% 0.75% 0.77% 0.57% 0.00% 1.00% 2.00% 3.00% 0.0% 60.0% 120.0% 180.0% 240.0% 300.0% 4Q11 1Q12 2Q12 3Q12 4Q12 Reserves/NPLs NPA Ratio (1) |
Credit Results (continued) Source: SNL Financial Note: FMER metrics as of 12/31/2012. Peer metrics as of 9/30/2012. Note: Peer Group Includes Huntington, Associated, Fulton Financial, TCF Financial, Citizens Banking, Park National, First Commonwealth Financial, Old National, MB Financial and FNB 27 0.34% 0.83% 0.00% 0.20% 0.40% 0.60% 0.80% 1.00% FMER Peers 285% 73% 0% 50% 100% 150% 200% 250% 300% FMER Peers 0.57% 2.43% 0.00% 1.00% 2.00% 3.00% FMER Peers Net-Charge offs / Average Loans NPAs / Loans and OREO Allowance for Credit Losses / Nonperforming Loans |
Margin Stability Source: Bloomberg 28 Margin Historical Performance • Net interest margin stability throughout volatile interest rate cycle 3.74% 3.66% 3.71% 3.76% 3.73% 3.74% 3.70% 3.73% 3.80% 3.78% 3.68% 3.58% 3.58% 3.62% 3.61% 3.66% 3.60% 3.69% 3.78% 3.82% 3.53% 3.56% 3.61% 3.64% 3.72% 4.02% 3.96% 4.14% 4.00% 3.77% 3.75% 3.85% 3.78% 3.77% 3.66% 3.58% 0% 1% 2% 3% 4% 5% NIM Fed Funds* |
29 Investment Portfolio Summary Investment Portfolio Composition Book Yield and Duration *Other: FHLB/FRB stock and Trups (1) as of 12/31/12 |