As we enter 2009, the bewilderment and disbelief

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1 Year-End 2008 Mergers & Acquisitions Review As we enter 2009, the bewilderment and disbelief of the 2008 financial collapse is giving way to thoughts and plans as to how best to proceed into an uncertain future in 2009 and beyond. There were only 25 merger transactions of banks and thrifts announced in the 4th quarter, and the median price to book was only 1.42 times. Yet, there are several signs that merger volume will pick up in Many of the growing number of banks throughout the country with crippling levels of non-performing assets will likely seek a merger partner (even if at a low price) as an alternative to a closure or other regulatory action. The flow of TARP money from the Treasury seems destined to fuel an increase in merger activity. In addition, the price of publicly-traded bank stocks is beginning to stabilize in some markets, which should also provide additional currency for deals. This quarter s newsletter attempts to assess the current state of the industry and markets with an eye toward what to expect in As the third quarter ended, governments around the world were taking unprecedented actions to free up the flow of credit as every part of the capital markets locked down. A gauge of the fear and panic can be seen in the meteoric rise of excess reserves in the banking system and fall of the 3-month T-Bill rate. At the end of December, excess reserves in the system exceeded the total borrowings from the Fed under all funding facilities. During the last four months of 2008, institutional investors and hedge funds unwound unprofitable positions as markets collapsed to meet redemptions and build cash. Even at zero percent, T-bills were the ultimate safe haven as all of the favored investment themes for the last five years came crashing back to earth. (Chart 1) Yet, by the end of the year, the concerted efforts of governments to stabilize the financial system began to show results in the credit markets as the yields on AAA corporate bonds fell about 175 basis points from October highs. Further, GE Capital, which was one of the first companies to utilize the Fed s Commercial Paper Funding Facility to access critical short-term financing, was able to issue $4 billion of thirty-year non-governmental guaranteed bonds to yield 7.07% the first week of January. The 400 basis point spread over comparable Treasuries may be considered high historically for an issuer of GE s quality, but of greater significance was its ability to access capital in today s environment. Chart Excess Reserves NSA 900, Month T-Bill Rate 800,000 3 Month T-Bill Rate , , , , , ,000 In Billions , /04/ /01/ /29/ /28/ /25/ /23/ /20/ /18/ /15/ /12/ /10/ /07/ /05/2008 1

2 MERGERS & ACQUISITIONS In 2008, merger and acquisition activity for banks and thrifts fell to its lowest level since Transaction volume for commercial banks totaled 128 and thrift transaction volume was 29. Chart 2 is more illustrative of the magnitude of the quarterly decline in transaction volume for banks and thrifts combined Bank & Thrift Chart Transactions 2. Bank & Thrift Transactions Y 2008 Y A review of some industry trends shows why pricing has declined so far and so fast. Chart 3 shows that as of September 30, 2008, about 1,600 banks (one out of four) were saddled with NPAs/ greater than 2% of assets compared to 600 for the same period in Atlanta, Chicago and Minneapolis combined have 71 banks with NPAs/ greater than 6%. So far the major source of delinquencies has been construction and development loans, but nonaccrual residential mortgages rose from about 1.25% of total mortgage loans at year-end 2007 to 2.50% at September 30, Chart 3. NPAs/ NPAs/ Number of Banks Number of Banks Other De Novo Q 2Q Bank transaction pricing metrics for 2008 shown in the table on page 5 were lower than 2007 by all measures except for the price to earnings ratio which was 23.4 times. However, 56 selling banks (45% of total sellers) had ROAAs below 0.50%, inflating the price to earnings calculation. The median asset size of the selling bank of $93 million in 2008 was considerably smaller than the median asset size of $134 million for Bank transaction pricing steadily declined each quarter during 2008 to levels last seen in the 1990s, with the fourth quarter price to tangible book dropping to 1.4 times and the price to assets to 9.5%. The recent acquisition of relatively healthy Provident Bankshares Corporation (Baltimore, MD) by M&T Bank Corp (Buffalo, NY) for $401 million is indicative of current pricing. The pricing multiples of 1.5 times tangible book and 6.3% of assets are much lower than Provident s trading multiples of 2.3 times and 10.5%, respectively, at year-end The transaction is an all-stock deal and with M&T s stock trading down over 30%, Provident shareholders do have upside and a stake in a much larger, diversified organization. Pricing of the 29 thrift transactions are similar to the pricing of bank transactions. The price to tangible book ratio was 1.31 times and the price to assets was 9.4%. 3Q 4Q %-3% 3%-4% 4%-6% The ten largest transactions by asssets in 2008 included three of the country s largest financial institutions. Of the ten transactions, only four were non-coercive. With the exception of the Caja Madrid/ City National deal and Mitsubishi UFJ Financial purchasing the remaining minority interest in UnionBanCal, pricing for the remaining group represents some of the lowest multiples of the year. PUBLICLY TRADED MARKETS 72 >6% Publicly traded financial institutions dominated headline news throughout The indices plummeted in mid-july, with the banks over $10 billion dragging the SNL bank index down 43 percent. Stock prices rebounded steadily into September when they spiked to yearly highs on optimism that the worst was over. Prices renewed their decent after the Lehman Brothers s bankruptcy and the initial AIG rescue. The differentiation between the larger banks and the smaller regionals continued. When the interbank lending and commercial paper markets locked down in October, the stocks of the larger banks went into freefall, bottoming in late November 59% below the start of the year. (Chart 4)

3 TOP 10 DEALS Buyer/ Target Type City State Total Book Tg Book LTM Earnings Wells Fargo & Co./ Wachovia Corp. Bank Charlotte NC 812,433, NM Bank of America Corp./ Countrywide Financial Corp. Thrift Calabasas CA 209,236, NM PNC Financial Services Group/ National City Corp. Bank Cleveland OH 145,034, NM Banco Santander S.A./ Sovereign Bancorp Inc. Thrift Philadelphia PA 7 7, 321, NM Mitsubishi UFJ Finl Grp Inc/ UnionBanCal Corp. Bank San Francisco CA 60,593, Capital One Financial Corp./ Chevy Chase Bank F.S.B. Thrift Bethesda MD 15,499, NM MatlinPatterson LLC/ Flagstar Bancorp Inc. Thrift Troy MI 14,159, 3 69 NA NA NA NA NA M&T Bank Corp./ Provident Bankshares Corp. Bank Baltimore MD 6,410, NM U.S. Bancorp/ Mellon 1st Business Bank NA Bank Los Angeles CA 3, 502, 829 NA NA NA NA NA Caja Madrid/ City National Bancshares Inc. Bank Miami FL 2,761, Deposits As the government s multifaceted programs were implemented, the credits markets slowly began to stabilize. By year-end, large bank stock prices rose sharply to close the year down 46%. The two groups of banks with assets between $1 billion and $10 billion ended the year down just 15 to 20 percent. SPECIAL REVIEW OF 2009 BUYERS Despite the heavy losses posted by financial stocks during 2008, a number of publicly traded financial institutions sport reasonable valuations. Institutions in the Northeast, Mid-Atlantic and Southwest regions (as defined by SNL Financial) are trading at 1.00 to 1.25 times tangible book at the median, while the median for institutions in the Southeast, Midwest and West is 0.75 times tangible book. Hardly surprising, given the concentration of high-growth markets in the West and Southeast that are now in freefall and of manufacturing (particularly domestic autos) in the Midwest. Breaking down the publicly traded institutions by type reveals that there are 60 banks with a median asset size of $4.6 billion and less than 2% NPAs/ as of September 30 trading at 2 times tangible book or higher. These relatively healthy banks have some ability to use stock as currency or can issue equity at a reasonable price as Glacier Bancorp and IBERIABANK Corporation have recently done. Moreover, almost half of these banks are participating in the Treasury s CPP. What is surprising is that half of these 60 healthy banks are in the three regions most affected by the mortgage debacle and the 30% 20% 10% Chart 4. Publicly Traded Bank Indices SNL Bank SNL Bank $1B-$5B SNL Bank $5B-$10B 0% -10% -20% -30% -40% -50% -60% 12/31/ /31/ /29/ /31/ /30/ /31/ /30/ /31/ /31/ /30/ /31/ /30/ /31/2008 3

4 credit crunch, indicating that there are publicly traded banks in all parts of the country with the capacity to make acquisitions. There are 33 publicly traded thrifts with less than 2% NPAs/ trading at tangible book or higher. All but three are located in the Northeast, Midwest and Mid- Atlantic. With a median asset size of $2.5 billion and median tangible equity to tangible asset ratio of 8.4%, these institutions could be a significant factor in consolidation in their regions over the next several years. The same can be said of the 40 publicly traded mutual holding companies, the majority of which are in the Mid-Atlantic region. They boast median tangible equity to tangible assets in excess of 11% and a median price to tangible book approaching 1.2 times. These MHCs have the capacity and the currency to be active acquirers. As a case in point, Investors Bancorp Inc. (MHC) (Short Hills, NJ) announced December 15 that is acquiring $601 million-asset American Bancorp of New Jersey, Inc. (Bloomfield, NJ) in a 70% stock/ 30% cash transaction valued at $140 million. There are also 88 banks ranging in asset size from $250 million to $2 trillion with less than 2% NPAs that are trading below tangible book value. Half reported NPAs of less than 1%. Their median tangible equity to tangible asset ratio was 7.1% and most (52%) are in the CPP. Interestingly, over 70% of these banks are in the Southeast (36), Midwest (17) and West (10) regions. Some will undoubtedly be using the additional capital to absorb losses, but others will be able to entertain alternative strategic options as they unfold. A review of the privately-held institutions (banks, thrifts and mutual holding companies) reveals over 3,600 institutions with less than 2% NPAs/ and tangible equity to tangible assets greater than 8%. Their median NPAs/ ratio was just 0.52 % and their median tangible equity ratio, 10.8%. A number of these are private-label banks, BMW Bank of North America as an example. Before October 2008, this type of institution would have been routinely excluded from an analysis. However, with investment banks and insurance companies becoming bank holding companies, the prospect of private-label institutions becoming active acquirers has risen considerably. While all institutions in this group have some capacity to engage in strategic activities, especially those with capital on the sidelines, those over $100 million in assets typically have better access to both financial and nonfinancial resources. There are 1,600 of these institutions with a median asset size of $200 million, 80% of which are in the Midwest (39%), Southeast (20%) and the Southwest (20%) regions. Those located in the hard-hit Southeast and Midwest should be particularly well situated to take advantage of opportunities in their area. Another aspect of the merger market that appears to be gaining attention is a merger-of-equals (MOE) in which two institutions partner up to gain advantage of the other s strengths. With many institutions unable to access capital in the current market and facing an increasingly difficult operating environment, a MOE may be a way to regain stability and momentum. Some common examples are an asset-generator linking up with a deposit-gatherer, a fee-based operation merging with either an asset-generator or a deposit-gatherer, or two companies with complimentary branch systems and similar cultures combining to bulk up in a market. These transactions usually involve low premiums with both shareholder groups remaining largely intact so that all benefit from the merger. Properly structured and executed, MOEs can improve the viability of both institutions, especially for many of the smaller institutions considering their strategic options. In the current market, we are seeing boards much more receptive to this concept. SUMMARY/CONCLUSION During the fourth quarter, traditional merger and acquisition activity continued to fall to lows not seen since the early 1990s. With the flow of TARP money into the industry and bank stock prices showing signs of stabilizing at reasonable levels, we expect a sharp increase in the number of merger transactions in As we enter the year, there appears to be a sizable universe of public and private institutions with the capacity to engage in transactions and almost 700 institutions struggling with NPAs greater than 4% of assets that may need to exit the market. We anticipate this combination creating several hundred mergers over the next 24 months at low price points and with creative deal structures involving various treatments of troubled debt portfolios. On the other hand, we also anticipate the gradual resumption of traditional merger and acquisition activity involving healthy institutions. The underlying economics of strategic bank consolidations will continue to induce deals at respectable premiums. Since bank prices ultimately reflect the anticipated future earnings of the entity acquired, only improvement in the overall economy will bring back the prices we grew accustomed to earlier this decade. To be sure, 2009 portends to be an eventful year for banking. A new regulatory rule book will be crafted and the industry will contend with higher FDIC insurance premiums and the continuing burden and distraction of loan workouts. In such an environment, capital is king and careful planning is important as opportunities will abound for expansion and growth through acquisition. 4

5 By Asset Size Return on By Region Structure of Transaction Geographic Expansion By Asset Size Return on By Region Structure of Transaction Geographic Expansion Mergers & Acquisitions of Banks and Thrifts Announced in 2008 National Medians Financial Ratios Equity/ Tangible Book Pricing Ratios LTM EPS (X) Deposits Number Asset Size ROAA ROAE Book of Deals ($000) ALL BANKS , > $5 Billion 4 102,814, $1 - $5 Billion 5 2,127, $500M - $1 Billion 8 691, $100 - $500 Million , $50 - $100 Million 34 71, < $50 Million 33 23, > 1.50% 10 71, % < 1.50% 26 91, % < 1.00% , < 0.50% 56 80, East , Midwest 22 62, North Central 25 63, South , Southwest 25 73, West , % Cash 73 71, % Stock , Mixed , Other 16 17, NA NA NA NA NA In Market , Market Expansion , Partial Overlap 2 133, ALL THRIFTS , > $5 Billion 4 46,410, NA $1 - $5 Billion 1 1,568, $500M - $1 Billion 6 714, $100 - $500 Million 6 179, $50 - $100 Million 3 63, < $50 Million 8 24, NA > 1.50% 1 6, NA NA NA NA NA 1.00% < 1.50% 0 0 NA NA NA NA NA NA NA NA 0.50% < 1.00% 3 121, < 0.50% , East , Midwest 8 108, North Central 2 437, NA NA NA NA NA South 6 264, Southwest 1 27, NA West 2 104,640, NA % Cash 9 63, % Stock 5 1,568, Mixed 8 370, Other 7 78, NA NA NA NA NA In Market , Market Expansion , Partial Overlap 0 0 NA NA NA NA NA NA NA NA Banks 1 30 of the 128 deals were announced without terms NA = Not Available; NM = Not Meaningful Source: SNL Financial, LC Thrifts 1 10 of the 29 deals were announced without terms Regional definitions: East (CT, MA, ME, NH, NJ, NY, PA, PR, RI, VT) Midwest (IL, IN, MI, OH, WI, WV) North Central (IA, KS, MN, MO, NE, ND, SD) South (AL, DC, DE, KY, FL, GA, MD, MS, NC, SC, TN, VA) Southwest (AR, LA, NM, OK, TX) West (AK, AZ, CA, CO, GU, HI, ID, MT, NV, OR, UT, WA, WY) 5

6 2801 Via Fortuna, Suite 625 Austin, Texas PRSRT STD U.S. POSTAGE PAID AUSTIN, TX PERMIT 2849 Curtis Carpenter Managing Director Phone Fax The Best Knowledge and Experience When it was time to sell our business, we turned to the team at Sheshunoff & Co. Investment Banking. Their industry knowledge and experience helped us identify the right time, price and partner. Their reputation for quality and integrity was something we could trust throughout the process of selling our family business. I would recommend them to anyone considering a strategic move or sale. Gary Blossman, CEO of Parish National Bank Sheshunoff & Co. Investment Banking acted as financial advisor to Parish National Bank of Covington, Louisiana.