April 2009 & Creating Richmond and Central Virginia’s Bank of Choice Exhibit 99.1 |
2 Forward Looking Information Certain statements in this report may constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are statements that include projections, predictions, expectations or beliefs about future events or results or otherwise and are not statements of historical fact. Such statements are often characterized by the use of qualified words (and their derivatives) such as “expect,” “believe,” “estimate,” “plan,” “project,” “anticipate” or other statements concerning opinions or judgments of the Company and its management about future events. Although the Company believes that its expectations with respect to forward-looking statements are based upon reasonable assumptions within the bounds of its existing knowledge of its business and operations, there can be no assurance that actual results, performance or achievements of the Company will not differ materially from any future results, performance or achievements expressed or implied by such forward-looking statements. Actual future results and trends may differ materially from historical results or those anticipated depending on a variety of factors, including, but not limited to, the effects of and changes in: general economic conditions, the interest rate environment, legislative and regulatory requirements, competitive pressures, new products and delivery systems, inflation, changes in the stock and bond markets, technology, and consumer spending and savings habits. The Company does not update any forward-looking statements that may be made from time to time by or on behalf of the Company. |
3 th th th th Pro Forma Franchise Merger Highlights Pro forma Company becomes the largest community bank in Virginia $4.0 billion in assets Mid-Atlantic franchise with strong presence in high growth Virginia markets Moves UBSH from 11 to 6 in deposit market share in Virginia; from 8 to 5 in the Richmond MSA Exceptional management with highly regarded Board Complementary strengths and identifiable synergies Accretive to earnings in 2010 Pro Forma Footprint Union Bankshares Corporation (58 Branches) First Market Bank, FSB (39 Branches) |
4 Pro Forma Deposit Market Share Virginia Market Share Richmond MSA Market Share Source: SNL Financial Deposit data as of 6/30/2008; pro forma for pending and recently completed acquisitions Total Total Deposits Market Branch in Market Share Rank Institution Count ($000) (%) 1 299 25,887,623 18.06 2 BB&T Corp. (NC) 396 19,751,974 13.78 3 Bank of America Corp. (NC) 213 18,270,437 12.75 4 Capital One Financial Corp. (VA) 95 17,407,071 12.14 5 SunTrust Banks Inc. (GA) 249 14,208,406 9.91 Pro Forma 97 2,883,704 2.01 6 StellarOne Corp. (VA) 66 2,427,374 1.69 7 Carter Bank & Trust (VA) 89 2,269,885 1.58 8 Virginia Commerce Bancorp Inc. (VA) 27 2,100,405 1.47 9 TowneBank (VA) 22 1,990,788 1.39 10 United Bankshares Inc. (WV) 45 1,889,176 1.32 11 Union Bankshares Corp. (VA) 58 1,791,798 1.25 12 PNC Financial Services Group (PA) 104 1,779,437 1.24 13 Hampton Roads Bankshares Inc. (VA) 44 1,352,045 0.94 14 Burke & Herbert Bank & Trust (VA) 20 1,194,302 0.83 15 First Market Bank, FSB (VA) 39 1,091,906 0.76 Top 10 1,501 106,203,139 74.09 Totals 2,750 143,340,900 100.00 Total Total Deposits Market Branch in Market Share Rank Institution Count ($000) (%) 1 Bank of America Corp. (NC) 34 7,516,564 28.99 2 66 6,197,746 23.90 3 BB&T Corp. (NC) 47 2,986,091 11.52 4 SunTrust Banks Inc. (GA) 46 2,883,220 11.12 Pro Forma 47 1,484,446 5.73 5 First Market Bank, FSB (VA) 31 989,981 3.82 6 Franklin Financial Corporation (VA) 7 621,707 2.40 7 Eastern Virginia Bankshares (VA) 19 604,244 2.33 8 16 494,465 1.91 9 Village Bank & Trust Finl Corp (VA) 15 448,013 1.73 10 C&F Financial Corp. (VA) 11 379,226 1.46 11 Central Virginia Bankshares (VA) 8 367,085 1.42 12 Community Bankers Trust Corp (VA) 8 361,426 1.39 13 Bk of Southside Virginia Corp. (VA) 9 305,951 1.18 14 Hampton Roads Bankshares Inc. (VA) 5 254,457 0.98 15 Virginia BanCorp Inc. (VA) 7 243,007 0.94 Top 10 292 23,121,257 89.17 Totals 384 25,929,088 100.00 Wells Fargo & Co. (CA) Wells Fargo & Co. (CA) Union Bankshares Corp. (VA) |
5 * Depends on regulatory, SEC and shareholder approval Transaction Overview Name: Union First Market Bankshares Corporation Headquarters: Richmond, VA Board: Existing UBSH Board plus: James E. Ukrop Steven A. Markel David J. Fairchild Leadership: Targeted Closing Date: * Late 3rd / Early 4th Quarter of 2009 Chairman: Ronald L. Hicks (UBSH) Chief Executive Officer: G. William Beale (UBSH) President: David J. Fairchild (FMB) Chief Financial Officer: D. Anthony Peay (UBSH) Chief Banking Officer: John C. Neal (UBSH) Corporate Structure Pro Forma Overview |
6 th Transaction Detail Consideration: (1) 100% Common Stock Preferred Shares: First Market’s outstanding $10.0 million 9.0% preferred shares will be converted into common equity Shares to be Issued: Common Shareholders: 6.7 million shares Preferred Shareholders: 703 thousand shares (2) Pre-Conversion Post-Conversion Pro Forma Ownership: of Preferred of Preferred Current Union Shareholders: 67.0% 64.8% Current First Market Shareholders: 33.0 35.2 Value of First Market Shares: $105.4 million (Assumes $14.23 stock price for UBSH (2) ) Cost Savings: (3) Approximately 9.0% of the combined expense base Phase In: 100% in 2010 Estimated Deal Charges $8.0 million after-tax (1) Capital Purchase Program / Troubled Asset Relief Program funds were not used in this transaction (2) Estimated conversion shares and deal value as of pre-market announcement on March 30 , 2009; actual shares issued in preferred conversion are based on the 10-day average trading price near close (as defined in the Merger Agreement), provided that it shall not be more than $16.89 nor less than $12.89 (3) To include costs associated with overlapping branches and other duplicative functions, managed through normal attrition and retirement as much as possible |
7 Comparable Acquisitions Price / Tangible Book Value (1) (%) Core Deposit Premium (2) (%) 1.7 13.8 0.0 10.0 20.0 30.0 40.0 UBSH / First Market Comparable Transactions 118 161 50 100 150 200 250 UBSH / First Market Comparable Transactions Source: SNL Financial and company filings Comparable transactions do not include merger of equals (1) Based on First Market’s tangible equity of $89.4 million as of 12/31/2008 (2) Core deposits include total deposits less jumbo certificates of deposits Comparable transactions include all bank and thrift transactions in Maryland, Virginia and North Carolina announced after 7/1/2007 with deal values between $20 million and $500 million |
8 th Virginia’s 11 largest community bank Assets: $1.3 billion Gross Loans: $1.0 billion Deposits: $1.1 billion Tangible Common Equity: $79.4 million Successful partnership with Ukrop’s Super Markets, Inc. 39 branches 13 traditional branches 26 supermarket branches Comprehensive financial services provider Banking Mortgage Investment Brokerage Trust Insurance First Market Overview Deposits Over Time ($mm) First Market Overview $510 $634 $815 $875 $916 $1,011 $1,095 $1,047 $1,128 $400 $650 $900 $1,150 $1,400 2000 2001 2002 2003 2004 2005 2006 2007 2008 Consumer Deposits 75.0% Business Deposits 25.0% |
9 Supermarket Relationship Successful supermarket partnership generates retail customer relationships Median Aggregate Deposits of In-Store Locations ($MM) In-Store Locations Open 5+ Years* Branch Deposit Median Size Range Deposits Quartile ($MM) ($MM) 1 $21.0 - $114.3 $28.6 2 $12.9 - $21.0 $16.5 3 $7.2 - $12.9 $9.9 4 $1.0 - $7.2 $4.3 First Market $15.3 - $40.3 $25.5 In-Store locations generate over 75% of retail deposit accounts $30.7 $2.9 $4.7 $6.3 $7.4 $9.7 $30.1 $29.7 $14.1 $20.0 $25.0 $29.5 $8.6 $10.0 $12.1 $11.3 $0.0 $5.0 $10.0 $15.0 $20.0 $25.0 $30.0 $35.0 1 2 3 4 5 6 7 8 First Market Comparable Locations Years Open Source: SNL Financial “Comparable locations” include 71 full-service branches in high-end grocery stores Medians calculated at June 30 each year First Market deposit range and current deposits as of 12/31/08 *Includes 4,040 in-store locations in the U.S. open over 5 years |
10 Performed extensive due diligence Financial and legal due diligence Credit due diligence conducted by management and third party loan review specialists Reviewed all non-performing, substandard and watch-list loans in excess of $250 thousand Reviewed 66% of commercial real estate loans Determined potential losses under stress scenarios Interviewed key personnel Modeled using estimated fair market value adjustment of 2.5% of gross loans • Current loan loss reserve equals 1.30% Credit Review Due Diligence Process Asset Quality NPAs / Loans + OREO Peer Group First Market Net Charge-offs / Avg. Loans (%) (%) Source: SNL Financial (1) Peer group includes select banks and thrifts headquartered in Virginia with assets between $1.0 billion and $5.0 billion 0.06 0.02 0.12 0.25 0.08 0.06 0.02 0.05 0.25 0.01 0.00 0.10 0.20 0.30 0.40 2004 2005 2006 2007 2008 0.30 0.30 0.59 0.26 0.25 0.12 0.37 0.15 1.59 0.25 0.00 0.50 1.00 1.50 2.00 2004 2005 2006 2007 2008 (1) |
11 Capital Impact Capital ratios projected at close Leverage Ratio (%) Total Capital Ratio (%) 13.83 13.56 12.67 11.00 12.00 13.00 14.00 15.00 UBSH Stand Alone First Market Stand Alone Pro Forma 5.98 5.97 5.65 3.00 4.00 5.00 6.00 7.00 UBSH Stand Alone First Market Stand Alone Pro Forma 10.87 9.23 9.71 8.00 9.00 10.00 11.00 12.00 UBSH Stand Alone First Market Stand Alone Pro Forma 12.59 10.86 11.33 10.00 11.00 12.00 13.00 14.00 UBSH Stand Alone First Market Stand Alone Pro Forma |
12 Acquisition Blueprint Good Demographics / Growth Market OR …Unique Product / Service (e.g. Trust, Wealth Management) Management Retention Thorough Due Diligence Process Low Integration Risk EPS Accretive Tangible Common Equity to Assets above 5.5% |
13 Additional Information and Where to Find It In connection with the merger, Union will file with the Securities and Exchange Commission (the “SEC”) a registration statement on Form S-4 to register the shares of Union common stock to be issued to First Market stockholders. The registration statement will include a joint proxy statement/prospectus that will be sent to the stockholders of Union and First Market seeking their approval of the merger. In addition, Union may file other relevant documents concerning the merger with the SEC. Investors and stockholders of Union are urged to read the registration statement on Form S-4 and the joint proxy statement/prospectus included within the registration statement and any other relevant documents to be filed with the SEC in connection with the merger, because they will contain important information about Union, First Market and the proposed transaction. Investors and stockholders of Union may obtain free copies of these documents, when available, through the website maintained by the SEC at http://www.sec.gov. Free copies of the joint proxy statement/prospectus also may be obtained by directing a request by telephone or mail to Union Bankshares Corporation, Post Office Box 446, Bowling Green, Virginia 22427, Attention: Investor Relations (telephone: (804) 633-5031) or by accessing Union’s website at http://www.ubsh.com under “Investor Relations – SEC Filings.” The information on Union’s website is not, and shall not be deemed to be, a part of this presentation or incorporated into other filings Union makes with the SEC. Union and its directors, executive officers and certain members of management may be deemed to be participants in the solicitation of proxies from the stockholders of Union in connection with the merger. Information about the directors and executive officers of Union is set forth in the proxy statement for Union’s 2009 annual meeting of shareholders filed with the SEC on March 19, 2009. Additional information regarding the interests of these participants and other persons who may be deemed participants in the merger may be obtained by reading the joint proxy statement/prospectus regarding the merger when it becomes available. |
April 2009 & Creating Richmond and Central Virginia’s Bank of Choice |