Xenith Bankshares — Merger or Acquisition (May 2017)
20 slides from Xenith Bankshares's merger presentation, May 22, 2017
Slide 1: Merger Investor Presentation
Merger Investor Presentation May 22, 2017 Exhibit 99.2
Slide 2: Forward Looking Statements
Forward Looking Statements Certain statements in this presentation 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 f
Slide 3: Additional Information and Where to Find It
Additional Information Additional Information and Where to Find It In connection with the proposed merger, Union will file with the SEC a registration statement on Form S-4 to register the shares of Union common stock to be issued to the shareholders of Xenith. The registration statement will includ
Slide 4: 2017 Priorities for Union
2017 Priorities for Union Diversification Core Funding Efficiency $10 billion Asset Crossing Loan portfolio Revenue streams Pace loan growth with deposit growth Target 95% loan-to-deposit ratio over time Drive efficiency ratio to <60% More revenue + lower cost structure Finalize preparations in 2017
Slide 5: Transaction Highlights
Transaction Highlights Solidifies position as Virginia’s preeminent community bank with ~$12 billion in pro forma assets Provides breadth and depth across Virginia, including significant expansion in the attractive Hampton Roads market Leverages Xenith’s C&I expertise throughout the combined footpri
Slide 6: Overview of Xenith Bankshares, Inc.
Overview of Xenith Bankshares, Inc. Dollars in millions Source: SNL Financial Data as of or for the three months ended 3/31/17 Headquartered in Richmond, Virginia with 42 branches across Virginia, Maryland, North Carolina and the greater Washington, D.C. area 5th largest bank by assets headquartered
Slide 7: Our Combined Company: Pro Forma Highlights
Note: Financial data as of 3/31/2017 Dollars in billions Excludes purchase accounting adjustments Regional bank defined as having less than $50 billion in assets UBSH (113) XBKS (42) Our Combined Company Pro Forma Branch Footprint Pro Forma Highlights(1) #1 pro forma Regional Bank deposit market sha
Slide 8: Enhanced Presence in Key Markets
Enhanced Presence in Key Markets Source: SNL Financial Deposit data as of 6/30/16; pro forma for announced transactions Virginia Beach-Norfolk-Newport News, VA-NC MSA Richmond, VA MSA Virginia
Slide 9: Builds Presence in Key Markets
Builds Presence in Key Markets Source: SNL Financial; Bureau of Economic Analysis Deposits and deposit market share data is as of 6/30/2016 GDP is for the year ended 12/31/2015 P P P P P P P P P P P P P P P P P
Slide 10: Hampton Roads Market Highlights
Hampton Roads Market Highlights Source: SNL Financial; Hampton Roads Chamber of Commerce; Hampton Roads Economic Development Alliance Includes companies in the Virginia Beach MSA with NAICs as Healthcare and Social Assistance, Wholesale Trade, Manufacturing or Transportation and Warehousing. Demogra
Slide 11: Achieves 2017 Priorities for Union
Achieves 2017 Priorities for Union Lowers CRE concentration and increases C&I portfolio Adds dedicated C&I team in Northern Virginia and significant C&I opportunity in Hampton Roads and Raleigh Lowers loan to deposit ratio to 97% Adds meaningful retail presence in Hampton Roads Expands commercial de
Slide 12: Transaction Structure and Key Terms
Transaction Structure and Key Terms Note: Financial data as of 3/31/2017, unless otherwise noted Dollars in millions Combined represents the sum of UBSH and XBKS data and excludes any purchase accounting marks or merger adjustments Based upon closing prices as of 5/19/2017 $701 million in diluted tr
Slide 13: Key Assumptions
Key Assumptions Cost Savings Credit Mark Gross loan credit mark of approximately 1.5%, or $37 million Expected to be approximately $28 million pre-tax (fully phased-in) ~40% of XBKS’ 2018 estimated noninterest expense 80% realized in 2018, 100% annually thereafter Merger & Integration Costs Expected
Slide 14: Estimated Pro Forma Financial Metrics
Estimated Pro Forma Financial Metrics Estimated financial impact is presented solely for illustrative purposes using mean analyst estimates. Includes purchase accounting marks and deal related expenses Projected bank level total capital Key Transaction Impacts to UBSH (1) 2018E & 2019E EPS Accretion
Slide 15: Comprehensive Due Diligence and Preparation
Comprehensive Due Diligence and Preparation Deferred Tax Asset Tax advisors completed thorough analysis on Xenith’s $154.9 million deferred tax asset Expect no impairment of Xenith’s deferred tax asset due to Section 382 Anticipate up to $42 million write-off under an assumed federal tax rate of 25%
Slide 16: Crossing $10 Billion
Crossing $10 Billion Union has been preparing to grow through $10 billion in assets since 2014 Union has invested approximately $5 million pre-tax annual run rate in people, systems and infrastructure in IT, Enterprise Risk and DFAST (Dodd Frank Stress Test) Accelerates Union’s growth over $10 billi
Slide 17: Summary
Summary Creates Virginia’s preeminent community bank with more than $12 billion in pro forma assets at closing Enhances presence in key markets and provides a platform for future growth Financially attractive transaction for all shareholders with conservative assumptions Proven track record of succe
Slide 18: Appendix
UNION Appendix ‘BANKSHARES
Slide 19: Pro Forma Loan Portfolio
Pro Forma Loan Portfolio Source: SNL Financial Dollars in millions Data as of or for the three months ended 3/31/2017 Excludes purchase accounting adjustments UBSH XBKS Pro Forma (1) Yield on Total Loans: 4.29% Yield on Total Loans: 4.59% Total Loans: $6,574 Total Loans: $2,357 Total Loans: $8,931
Slide 20: Pro Forma Deposit Composition
Pro Forma Deposit Composition Source: SNL Financial Dollars in millions Data as of or for the three months ended 3/31/2017 Note: Jumbo time deposits defined as time deposits greater than $250,000 Excludes purchase accounting adjustments UBSH XBKS Pro Forma (1) Cost of Total Deposits: 0.32% Cost of T