Boston Private Financial Holdings Inc
Boston Private Financial — Merger or Acquisition (April 2021)
24 slides from Boston Private Financial's merger presentation, Apr 7, 2021
Slide 1: Investor Presentation
BOSTON PRIVATE WEALTH © TRUST © PRIVATE BANKING Investor Presentation April 7, 2021
Slide 2: Legal Disclaimer
Legal Disclaimer Forward-Looking Statements This communication contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including but not limited to SVB Financial's and/or Boston Privette 's expectations or predictions of future financial or bus
Slide 3: A Compelling Valuation
A Compelling Valuation Shareholders Are Already Benefitting from the Right Partnership Strategic Opportunity to Accelerate Value Creation for Our Shareholders Right Process and Board Maximized Value, Mitigated Risks Highest Price / Forward Earnings multiple at announcement among bank transactions >
Slide 4: Long-Term Strategic Advantages
Long-Term Strategic Advantages BPFH Shareholders Benefit from Significant Premium and Immediate Benefits Longer-Term Benefits Significant market premium “) + 30% at announcement + 56% at current SVB share price + Second highest market premium at announcement in bank transactions >$500MM in the last
Slide 5: Transaction Premium, Compelling at Announcement, Has Substantially Increased Due to SVB's Share Price Performance
Transaction Premium, Compelling at Announcement, Has Substantially Increased Due to SVB’s Share Price Performance Median Market Premium at Announcement Top 20 Transactions by Premium U.S. Bank Transactions Greater than $500MM Since Jan 1, 2018 U.S. Bank Transactions Greater than $500MM Since Jan 1,
Slide 6: Highest Forward P/E Multiple Among Precedent Transactions in the Last Three Years
Highest Forward P/E Multiple Among Precedent Transactions in the Last Three Years Median P / Fwd. EPS Multiple Paid at Announcement Top 20 Transactions by Fwd. EPS Multiple Paid U.S. Bank Transactions Greater than $500MM Since Jan 1, 2018 “ U.S. Bank Transactions Greater than $500MM Since Jan 1, 201
Slide 7: HoldCo's Misguided Assertions Defy M&A Logic and Ignore the Risk to Value Its Proposal Creates
HoldCo’s Misguided Assertions Defy M&A Logic and Ignore the Risk to Value Its Proposal Creates A theoretical buyer would have to pay the highest P/E ratio and accept the /owest returns of any recent M&A transaction to achieve today’s value of BPFH Price / Earnings Multiple and Estimated ROIC on Rece
Slide 8: Delaying the Transaction to Run a Prolonged Process Would Have Resulted in Significant Value Loss
Delaying the Transaction to Run a Prolonged Process Would Have Resulted in Significant Value Loss Without Any Conceivable Benefits ¢ Exchange ratio at signing: 0.0228x () ¢ Setting the exchange ratio 30 trading days later would have resulted in substantially fewer shares to be received by BPFH share
Slide 9: Transaction Has Already Enhanced Value for BPFH Shareholders
Transaction Has Already Enhanced Value for BPFH Shareholders Implied Valuation Consideration Premium & Trading Per Post A Since Announcement U.S. Bank Transactions Greater than $500MM Since Jan 1, 2018 ( $16.00 SVB’s performance has continued to increase the market value of an $15.00 already compell
Slide 10: Partnered with a Best-in-Class Bank — SVB Presents Boston Private Shareholders with Significant Upside Potential
Partnered with a Best-in-Class Bank — SVB Presents Boston Private Shareholders with Significant Upside Potential SVB has earned a pr luation through ful ex ion over time SVB GysE TE SVB___Peers” _ BKX” ’s .0/ '0/ Ly Illustrates the eset teats ut Market’s 101% 18% 21% Respect -' 369% 124% 105% ¢ 742%
Slide 11: Disciplined Growth Has Resulted in Strong TSR Performance Through Challenging Environments
Disciplined Growth Has Resulted in Strong TSR Performance Through Challenging Environments, Validating SVB’s Premium Currency Tech Bubble The Great Financial Crisis 1/1/1999 — 12/31/2001 1/1/2008 — 12/31/2010 (%) (%) 214 5 (+213 ppts) (+47 ppts ) 1 (42) Last Five Years COVID-19 Pandemic (%) Since 2/
Slide 12: Investors Continue To Support SVB as It Demonstrates Strong Growth and Business Momentum
Investors Continue To Support SVB as It Demonstrates Strong Growth and Business Momentum Analyst community remains Large, sophisticated institutional supportive of the SVB story investors support SVB’s current valuation ~16% upside forecasted by Street SVB recently issued $1Bn of No analyst has a se
Slide 13: A Combination with SVB Unlocks New & Improved Opportunities
A Combination with SVB Unlocks New & Improved Opportunities An expanded client base uniquely positioned in the The SVB vansacton innovation economy with improved reach in key wealth markets presents Boston Private shareholders “two bites 35K+ sve cients at the apple” ‘ 67% oruss. 2020 ve-Backed IPOs
Slide 14: Analysts Immediately Identified the Transaction as Strategically and Financially Compelling
Analysts Immediately Identified the Transaction as Strategically and Financially Compelling “The plan to acquire Boston Private is a clear win...WWhen matched with the deep relationships that Silicon Valley Bank already has with customers in the innovation sector, a more robust wealth platform shoul
Slide 15: Our Board Chose the Right Process
Our Board Chose the Right Process Our bilateral negotiation process was informed by: * Several informal inbound inquiries from potential bidders, none of which made an offer or presented a more compelling opportunity Stephen M. Waters Chairman of the Board of Directors 40+ years of corporate advisor
Slide 16: HoldCo's Focus on Small Transactions Paints a Misleading Picture
HoldCo’s Focus on Small Transactions Paints a Misleading Picture ¢ Bilateral negotiation processes are prevalent among large U.S. bank mergers: — Often deliver strongest outcomes for shareholders with the least disruption to the target’s franchise — Prioritize assessment of the right partner to maxi
Slide 17: Auction Processes Often Do Not Lead to a Higher Premium
Auction Processes Often Do Not Lead to a Higher Premium One-Day Premium of U.S. Bank Transactions Greater than $500MM Since Jan 1, 2018 by Process Type “) Bilaterally-negotiated processes have been the most common, and the SVB / BPFH combination represents the second highest premium paid in any rece
Slide 18: Stephen M. Waters
Stephen M. Waters Chairman of the Board of Directors 40+ years of corporate advisory and private equity experience; Led M&A Department at Morgan Stanley and Lehman Brothers Lizabeth H. Zlatkus eis CFO/CRO, Retired a The Hartford { Financial Services i Luis A. Ubifias President of the Board of Truste
Slide 19: HoldCo's Claims Are Misleading: Why Investors Should Vote Yes
HoldCo’s Claims Are Misleading: Why Investors Should Vote Yes HoldCo’s Misleading Criticisms Setting the Record Straight Did Not Use Auction Process Auctions do not often result in higher valuations in the banks sector and are atypical for bank deals >$500MM — Create substantial risks with only theo
Slide 20: Appendix
Appendix BOSTON PRIVATE WEALTH © TRUST © PRIVATE BANKING 20
Slide 21: HoldCo's Financial Analysis is Naive
HoldCo’s Financial Analysis is Naive Sum-of-the-Parts Is a Flawed Methodology Given Interconnectedness of BPFH’s Business Model Contribution Analysis Ignores Transaction Realities * Sum-of-the-parts (SOTP) analysis is more appropriate for valuing corporations that have distinct and separable busines
Slide 22: No Party Made a Competing Offer, Let Alone a More Compelling Offer
No Party Made a Competing Offer, Let Alone a More Compelling Offer No party, during our sale process or since announcement of our transaction, has made a proposal or submitted an indication of interest — let alone one more compelling than the transaction with SVB HoldCo’s assertion that we received
Slide 23: BPFH Share Prices Have Tracked Closely to Value of Merger Consideration
BPFH Share Prices Have Tracked Closely to Value of Merger Consideration, With a Consistently Tight Arb Spread BPFH Shares vs. Market Value of Merger Consideration $16.00 $14.00 $13.13 $13.12 $12.00 $10.00 $8.00 4-Jan 17-Jan 30-Jan 12-Feb 25-Feb 10-Mar 23-Mar 1-Apr ——BPFH ——cConsideration ‘Source: Ca
Slide 24: Transaction Beneficial to All Stakeholders
Transaction Beneficial to All Stakeholders Notes: 1 Expanded capabilities and expertise to better meet clients’ unique wealth, liquidity and commercial banking needs Robust digital experience Access to networking and investment opportunities in the innovation economy Enhanced balance sheet and scala
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