First Financial Bancorp
Investor Presentation
Assumption of Deposits and
Acquisition of Assets of
Peoples Community Bank from the FDIC
August 2009
Exhibit 99.3
2
Forward-Looking Statement Disclosure
This presentation should be read in conjunction with the consolidated financial statements, notes and tables in First Financial Bancorp’s most recent Annual Report on Form 10-K for
the year ended December 31, 2008.
Management’s analysis contains forward-looking statements that are provided to assist in the understanding of anticipated future financial performance. However, such performance
involves risk and uncertainties that may cause actual results to differ materially. Factors that could cause actual results to differ from those discussed in the forward-looking statements
include, but are not limited to, management’s ability to effectively execute its business plan; the risk that the strength of the United States economy in general and the strength of the
local economies in which First Financial conducts operations continue to deteriorate, resulting in, among other things, a deterioration in credit quality or a reduced demand for credit,
including the resultant effect on First Financial’s loan portfolio, allowance for loan and lease losses and overall financial purpose; the ability of financial institutions to access sources of
liquidity at a reasonable cost; the impact of recent upheaval in the financial markets and the effectiveness of domestic and international governmental actions taken in response, such
as the U.S. Treasury’s TARP and the FDIC’s Temporary Liquidity Guarantee Program, and the effect of such governmental actions on First Financial, its competitors and
counterparties, financial markets generally and availability of credit specifically, and the U.S. and international economies, including potentially higher FDIC premiums arising from
participation in the Temporary Liquidity Guarantee Program or from increased payments from FDIC insurance funds as a result of depository institution failures; the effects of and
changes in policies and laws of regulatory agencies, inflation, and interest rates; technology changes; mergers and acquisitions; including our ability to successfully integrate the
Peoples Community Bank banking centers, and the banking centers which are expected to be acquired from Irwin Union Bank and Trust Company; the effect of changes in
accounting policies and practices; adverse changes in the securities and debt markets; First Financial’s success in recruiting and retaining the necessary personnel to support
business growth and expansion and maintain sufficient expertise to support increasingly complex products and services; the cost and effects of litigation and of unexpected or adverse
outcomes in such litigation; uncertainties arising from First Financial’s participation in the TARP, including impacts on employee recruitment and retention and other business
practices, and uncertainties concerning the potential redemption of the U.S. Treasury’s preferred stock investment under the program, including the timing of, regulatory approvals for,
and conditions placed upon, any such redemption; and First Financial’s success at managing the risks involved in the foregoing.
For further discussion these and other factors that may cause such forward-looking statements to differ materially from actual results, refer to the 2008 Form 10-K and other public
documents filed with the Securities and Exchange Commission (SEC), as well as the most recent Form 10-Q filing for the quarter ended March 31, 2009. These documents are
available at no cost within the investor relations section of First Financial’s website at www.bankatfirst.com/investor and on the SEC's website at www.sec.gov. Additional information
will also be set forth in our quarterly report on Form 10-Q for the quarter ended June 30, 2009, which will be filed with the SEC no later than August 10, 2009.
Addition of up to 19 banking centers in Cincinnati MSA announced July 31, 2009 via assumption of deposits
and purchase of assets from the FDIC
Consistent with First Financial's stated and conservative strategy
First Financial will have the 4th largest branch network in the Cincinnati MSA1
Pro forma 3.46% Cincinnati MSA deposit market share compared with 2.33% currently – still room to grow1
Further solidifying First Financial's position in this very attractive market
Accelerates growth-market expansion strategy by several years
Acquisition is compelling relative to cost and time to build 19 profitable de novo banking centers
Earlier agreement terminated and replaced with FDIC-assisted transaction
Assets
approximately $594 million in total assets (book value of seller)
$436 million of loans under loss sharing agreement with total loss protection of 88.5%
$138 million of securities and cash
$20 million of other assets includes foreclosed real estate
Liabilities
approximately $601 million in liabilities (book value of seller)
$538 million in deposits
$59 million in secured borrowings
$4 million in other liabilities
3
Transaction Overview
1 Source: SNL Financial
1.5% deposit premium
Deposit premium of approximately $8.0 million
Some core deposit premium intangible may be recorded after fair market value accounting applied
$42 million discount on assets
Loss-sharing agreement with FDIC
$0 First Loss Position for FFBC
Loss-sharing with the FDIC will be immediate
80% FDIC / 20% FFBC up to $190 million in loan and foreclosed real estate losses
95% FDIC / 5% FFBC above $190 million in loan and foreclosed real estate losses
90 Day option to purchase 19 branches, other property & equipment or assume leases
4
Transaction Overview
5
Acquisition Highlights
Low risk transaction
Loss sharing arrangement provides significant protection on the acquired loan and foreclosed real estate
portfolio. The transaction structure results in immediate loss sharing with the FDIC.
Due diligence over lengthy period of time (and during stressful economic period)
In-market transaction improves operating leverage
Manageable size reduces integration risk
Improves liquidity
First Financial's capital levels will remain well in excess of regulatory minimums for well capitalized
institutions
Risk weighting of covered assets is 20% for regulatory capital calculations
Nominal impact to capital
Preliminary transaction pro forma indicates potential for recognition of negative goodwill
6
Growth-Market Expansion
Source: SNL Financial and FDIC
Note: Data as of June 30, 2008
Considerably enhances First Financial’s presence in the attractive Cincinnati MSA
First Financial
PCB Branches
New with this
transaction
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Deposit Composition
Total deposits of $538 million
Weighted average interest rate 3.06%
(based on seller’s book value)
Ability to modify rates on CD portfolio at
time of assumption
Balances and rates as of June 30, 2009
8
Loan Portfolio
Total loans of $436 million
Weighted average interest rate 5.73%
Yield on portfolio may change based on
fair value assessment
Primarily in-market portfolio
1 “Other” includes church, farm, stock, commercial and personal vehicle loans, unsecured commercial, and loans secured by deposit accounts
Balances and rates as of June 30, 2009
1
Transaction Comparison
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Deposit yield is expected to decrease due to
the expected change in CD pricing allowed for
by the FDIC guidelines
Note
All balance sheet items are based on the book balances of the seller. Fair value adjustments will be finalized
during the third quarter.
5.73% WAR
5.98% WAR
Risk weighted loans
Total loans
FDIC
Previous
$55
$170
$261
$436
Loans
Deposits
$310
$538
Previous
FDIC
2.52% WAR
3.06% WAR
46% Time
deposits
64% Time
deposits
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Investment Highlights
Very attractive transaction
First Financial expands its banking center network in the Cincinnati MSA by 50%1
Transaction adds stable funding and banking centers in key areas that will leverage the First Financial brand to
increase market share
Minimal deposit runoff is expected
In-market transaction with low integration risk
Attractive demographic profile1 2
5-year population growth rate of 9.8%
Median household income of $66,500
5-year household income growth rate of 26%
Based on current assumptions, the acquisition is projected to be accretive to 2010 cash EPS, and will leave
First Financial with a strong pro forma capital position
1 Source: SNL Financial
2 Weighted average demographics for each banking center based on its ZIP code, weighted by deposits as of June 30, 2008
Summary: This transaction leverages current market conditions and First Financial’s capital and
competitive strength to accelerate the company’s key-market growth strategy
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Pro Forma Performance Metrics
1
2
1 Based on June 30, 2009 Balances and preliminary fair value estimates which may change materially
2 Assumes pay down of PCB borrowings and release of escrow balances for IUB branch sale
Stand Alone
June 30, 2009
PCB Only
Irwin & Other
Adjustments
Capital Ratios
Tang. Common Equity / Tang. Assets
9.06%
7.98%
8.00%
Tang. Equity / Tang. Assets
11.14%
9.77%
9.79%
Tier I Capital Ratio
14.77%
14.44%
14.26%
Total Capital Ratio
16.02%
15.64%
15.45%
Estimated Pro Forma
Another step on the path to success
