Amegy Bancorporation — Merger or Acquisition (July 2005)
42 slides from Amegy Bancorporation's merger presentation, Jul 6, 2005
Slide 1: Schedule 14A
SCHEDULE 14A (Rule 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, For Use of the Commission Only
Slide 2: Slide 2
Slide 3: Filed by Amegy Bancorporation pursuant to Rule 14a-12
Filed by: Amegy Bancorporation, Inc. Pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Amegy Bancorporation, Inc. Commission File No. 000-22007 On July 6, 2005, Zions Bancorporation and Amegy Bancorporation, Inc. made the following presentation:
Slide 4: Zions Bancorporation and AmegyBank: Collection of Great Texas Banks
ZIONS BANCORPORATION AmegyBank and Collection of of Great Texas Banks in the Best Markets
Slide 5: Strategic Rationale 1: Expands Growth
Strategic Expands Growth forma Complementary Consistent No Distinct Influential 1 change company dynamics community the Rationale board with to“Highest Amegy’s Zions’ has Operating members ofmost identity Texas Growth “Collection positioning attractive and Models consistent Strong Footprint senior i
Slide 6: Strategic Rationale 2: Enhances Diversification
Strategic Enhances Meaningful Manageable Zions to Financially Accretive (1) 2 remain Excluding hasRationale with Diversification had toAttractive geographic Execution cash integration meaningful Amegy EPS in Strong Risk diversification year charges success credit 1 (1)entering and culture GAAP other
Slide 7: Zions Bancorporation: A Unique Growth Story
Zions A Unique Highest 3 Growth Bancorporation community growth Story footprint banking in banking model ––very just compatible got better Attractive with Amegy’s nichebusiness businesses model Strong organic growth Successful acquisition track record
Slide 8: Amegy: Another Great Growth Story
Amegy Another A Largest 3rd One 8th 2nd 2/3rds Attractive 75% 4 great largest fastest of ofof the community growth Bank independent Growth Texas niche economy nation’s independent growing internally economic businesses Story most bank population in bank the commercial attractive generated activity i
Slide 9: Amegy: Another Great Growth Story
Amegy Another $4.7 5-year 15-year Known 5 billion CAGR Bank for CAGR Growth customer in of deposits ofStory loans revenue/share return service $7.6 – 18% to shareholders billion and– community 17% in assets – 24% today partnerships 5-year fromaverage $50 million NCOs in of 1990 0.18% $5.8More billio
Slide 10: Transaction Summary
Transaction Form Implied Stock Cash Tax (1) 6 Based Structure: Component: of / Cash Component: Aggregate Consideration Consideration: onSummary Election: Zions Tax-free $600 Approximately Value: stock Shareholders Per reorganization Approximately million price $1.70 Share ofbillion (1): $73.36 15.0
Slide 11: Transaction Summary: Walk-away, Termination, Approvals
Transaction Walk-away/Caps/Collars: Termination Due Representation: Approvals: Zions: Amegy Expected 7 Diligence: Regulatory Board Quarterly Closing: Amegy: Summary Fee: One Completed $60 Dividend: approval December Amegy Shareholder mm None Board Immediately 2005 approval memberraised addedfrom to
Slide 12: Highest Growth Footprint in Banking
Highest Top ABNK ZIONS Source: 8 Third US Growth Growth Census Footprint States BureauMiddle in Banking Third Growth States Bottom Third Growth States
Slide 13: Only Zions Gets Better
…Only Top ZIONS Source: 9 Third Gets USGrowth Census BetterStates BureauMiddle Third Growth States Bottom Third Growth States
Slide 14: A Great Long-Term Projected Population Growth
A Great Long-Term Projected 30% Zions California 11.31% 15.95% 16.46% 20.42% 20.48% 20.98% 21.00% 21.05% 24.21% 27.22% Source: USA Colorado Nevada Idaho Washington Utah Texas Arizona 10 25% Existing US Footprint Population 20% Census Footp 15%Bureau 10% Growth rint 5% Projections 2000 0% – 2015
Slide 15: Leading Pro Forma Projected Footprint Growth
Leading 2005 12% 11.4% 8.9% 7.7% 8.1% 6.5% 5.7% 5.6% 5.1% 3.1% Pro AmSouth Sovereign Source: 11 Forma 10% –3.0% 8.7% 7.4% 6.3% 5.7% 5.5% 5.0% 11.1% 2010 SNL Banking First 8% KeyCorp Zions 8.7% 7.1% 6.3% 3.0% Projected DataSource 10.3% 6% Horizon 6.6% 6.2% 3.0% SunTrust Footprint 4%National 9.5% 2% W
Slide 16: Complementary Operating Models
Complementary Amegy Zions Separate Localized 12 has has charters aincentive experienced unique Operating with and systems local successful excellent Models names tied togrowth Community and long-term identities by positioning performance Banking Local boards Model theConsolidated bank Local as amana
Slide 17: Zions Collection of Great Banks
Nevada California National Commerce Zions Vectra Amegy Branches: Rank: Note: 13 Deposit Bank 8th 16th 1st 4th 7th Bank –State Bank Bank An (UT) 2004 68 91 54 1 133 40 82 Bank Bank 2004 Deposits: Colorado Excellent Deposits: Bank and Deposits: of /ROAA: &3rd ROAA: of Arizona asset Trust Washington (I
Slide 18: Amegy's Franchise Growth: Loans and Deposits
Franchise Amegy’s Loans PFZION Deposits PF F 2000 Pro ZION 14ZZION Forma IO2001 CAGR ($bn) N ($bn) CAGR growth CAGR Growth ZION 2002 $35 =$35 11.7% 2003 =$30 has = 12.4 11.4% 12.3 $30 been $25 2004 % $25 %$20 consistent 3/31/05 $20 $15$15 $10with $10 $5 $5 $0 Zions’ $0 $14.2 $15.1 superior $16.7 $18
Slide 19: Historical Amegy Revenue Growth
Historical Amegy’s Revenue PF $600 P F 2000 Pro ZION Note: 15F ZZION Z Forma IO2001 $500 IO 2005 CAGR NN ($mm) fee CAGR Revenue ZION $400 2002 Annualized CAGR income = 11.0% $2,500 $300 2003 =Non-Interest = 10.7% 11.8 Growth and 13.0 $200 2004 based $2,000 %overall %2005 $100 on Income $1,500 revenu
Slide 20: Enhanced Revenue Diversification
Enhanced The UT Revenue TX NV AZ CO WA UT/ID CA Note: 16 38% 10% 17% 8% 31% 26% 7% 11% 9% 2% pro Data 31% forma by Diversification for Segment company the year– ended Today Pro willForma be December well-balanced 31, 2004 in many attractive states
Slide 21: Enhanced Commercial Real Estate Diversification
Enhanced Commercial Zions 7% Pro WA Other No. CO 5% UT/ID NV TX So. AZ Note: 17 CA CO 22% 17% 18% Forma 6% 16% 13% CA 2%Data 4% 14% 12% 28% 23% 7%Diversification Zions asreal of December estate exposure 31, 2004 will be more diversified
Slide 22: Minimal Execution Risk
Minimal Zions’ Systems consolidation Address Shrink Implement Adequate Zions 18 share discipline portfolio ALM conversion Execution pro interest buyback forma issues and rate Risk ahead capital program success swap ofratios strategy in CB&T tointegrating beatsuspended close NIM improves prior acquis
Slide 23: Very Similar Entry Into Texas and California
Similarities Very Entry In Dynamics Strong Large, Excellent 19 1997, 1998, successful into out-of-state growth Zions opportunities large ofBetween the prospects made acquired franchises and California competitors fast-growing its California for entry Sumitomo well-run and into Texas Bank markets the
Slide 24: Acquisition Experience in Comparable Markets
Acquisition (as State California Texas (1) 20 Date ofEntry December 2005 of1997 and major (1) #7 Experience Texas $7.5 Market #8 31, acquisition $10.2 12.1% 2004) markets Position in18.4% California 12.9% (2) very (2) 14.5% Rank 63.3% comparable Total by 47.9% Assets deposits ($bn) in state 4-Year I
Slide 25: Strong Credit Quality
Strong (as Zions % YTD Non-Performing Allowance Note: 21 ofofTotal Net Peer Amegy March Credit Charge-Offs Loans: group for31, Quality Combined Loan Assets 2005) is defined Losses 0.12% 0.33% Peer as /1.19% Non-Performing 0.27% Group U.S. 0.44% 1.05% bank 0.14% 0.35% holding 1.17% 0.38% 0.67% Loans
Slide 26: Compatible Credit Culture
Compatible Annualized 0.80% 2Q99 Note: Peers ABNK ZION 22 Peer 3Q99 0.70% group Net Credit 4Q99 0.60% Losses is1Q00 Culture defined 0.50% as2Q00 a as % 0.40% U.S. 3Q00 of Average 0.30% bank 4Q00 holding Total 0.20% 1Q01Loans 2Q01 0.10% companies 3Q01 0.00% with 4Q01 -0.10% assets 1Q02-0.20% > 2Q02 $
Slide 27: Transaction Multiples
Transaction ABNK Comparable 1-Month Mean Offer Purchase Price (1) Core 23 LTM Deposit deposits /Price Tangible LTM Forward Book Transaction EPS Premium PEG /Multiples Earnings: 52-Week Value: Premium: assumes defined Ratio Earnings: Book to2.85 (2) Market: Value: as High (1) Reunion (3) 1.54x 2.69 a
Slide 28: Conservative Transaction Assumptions
Conservative Cost Revenue Identifiable Restructuring Integration Financing: Earnings: Applies (1) 24 Core Savings: IBES deposits Synergies: Uses Subordinated Charges: Intangibles: Transaction Reserve long-term 18% IBES defined cost None mean / $37.0 savings; Core mean debt as Assumptions used estima
Slide 29: Pro Forma 2006E and 2007E Net Income
($ inForma 2006E Zions Amegy Total After-tax Adjustments: Incremental Other One-time Pro 25 millions) Net Purchase Net 2007E Net Cost Income Integration Income Earnings Net Income Interest Intangible Savings Income Accounting $596 (IBES (IBES Expense Impact Charge Amortization, $16 $565 $662 Estimat
Slide 30: EPS Accretion and 14% IRR
2006E GAAP Pro Zions Cash IRR: (1) 26 The Forma 14% EPS Stand-Alone 2007E EPS difference Accretion EPS Diluted GAAP Cash Accretion Impact EPS EPS between Shares GAAP Cash / (1) (Dilution) (Dilution)—Excl. / $5.31 (Dilution) (Dilution)—Excl. EPS $5.48 Outstanding EPS GAAP $6.24 (IBES $6.41 (IBES (2.7
Slide 31: Summary Conclusion
Summary Compatible Demographics Strong Excellent Focus 27 on cultural small credit Conclusion growth of affinity and culture Amegy’s profile middle-market marketslending among the Long-term best in the relationship U.S. Non-dilutive with management to Zions’ current growth prospects Solid track reco
Slide 32: Summary Conclusion
Summary Solid Accretion Manageable Amegy A 28genuinely transaction will Conclusion ofoperate unique execution $0.10 economics per opportunity as risk ashare separate in Zions’ tobank expand earnings under thecurrent collection in 2007 name Mid-teens of and great leadership banks internal andIdentifi
Slide 33: Appendix
Precedent Transaction Comparison IRR Detail Value Equalization Analysis Pro Forma Balance Sheet Amegy – Historical Balance Sheet Amegy – Historical Income Statement Appendix 29
Slide 34: Precedent Transaction Comparison
Precedent Announce 01/21/03 02/16/04 03/15/04 05/07/04 08/02/04 Banco 09/21/04 Mean: Bancshares Median: 07/06/05 (1) 30 Core Bilbao 18.3 17.1 deposits BB&T National BNP SunTrust Fifth 850 Zions Transaction Date x 4.05 16.1 3.91 Vizcaya Paribas Third Bancorp Buyer/ Corp./ defined City x3.32 8.0 Banks
Slide 35: IRR Detail
IRR ($ 12/31/2005 Aggregate Restructuring Net Amegy Expense Other Capital Terminal Incremental IRR: (1) 31 inExcess Extracted Detail millions) 14% Cash to Net Efficiencies Value Fund Offer capital Impact 2006 Income Cash Expense Excess (at Amegy Value 2007 Flow after 14.0x) --(4) -$90 Capital 16 200
Slide 36: Value Equalization Analysis
Zions Downside $70.00 Transaction Value Implied Shareholder All Fully Note: 32 Stock Cash Prorated Transaction Equalization per Share $73.36 Stock $22.64 Amegy 0.3234x Illustration Value Price Election /$8.50 $73.64 Cash $23.32 Share value ($ 0.3179x Analysis /in Scenarios Mix July $80.00 0.2020x mm
Slide 37: Pro Forma Balance Sheet Estimate
Proin Estimate ($ Zions Tangible Assets: Goodwill Core Deposits Liabilities: Borrowings Capital Other Preferred Common Total Leverage (1) (2) 33 Assumes Includes Forma millions) Deposit Assets Liabilities Amegy Liabilities Securities Assets at $23,879 Ratio Equity 639 Balance Close 4,039 impact $31,
Slide 38: Amegy Historical Balance Sheet
Historical Amegy ($ 2000 Cash Assets: Investment Loans, Goodwill Core Deposits Liabilities: Borrowings Other Common Capital Tangible Leverage Tier Total 34 in1millions) Deposit Assets 2001 & Liabilities Capital Assets Liabilities Ratio net Securities Ratios: Cash Common $3,094 Ratio Equity 3Balance
Slide 39: Amegy Historical Income Statement
Historical Amegy ($ 2000 Non-Interest Income Provision Diluted Performance Return Net Efficiency Note: 35 inInterest Income millions, 2001 Annualized on Before EPS for Average Income Ratio 2002 Income Income, $43.5 Margin $0.65 Income Expenses Ratios: Loan Income except Income 2003 61.20% 2005 State
Slide 40: Forward-Looking Statements
Forward-Looking This Securities unknown conditions, interest certificates included 36 presentation margins; herein risks Litigation for either online and tolegislation contains nationally Statements reflect uncertainties. Reform services. future statements or or Act. regulatory Zions locally events
Slide 41: Additional Information and Where to Find It
Additional Zions the RELEVANT maintained Street, Oak Interest Zions, Information about additional Investors 37 Securities Parkway, the Bancorporation Amegy, Suite ofshould directors information Certain Information by about 1134, DOCUMENTS and Houston, the and read Exchange SEC the Persons Salt and t
Slide 42: Cautionary Language Concerning Forward-Looking Statements
Cautionary Language Concerning Forward-Looking Statements Information set forth in this document contains financial estimates and other forward-looking statements that are subject to risks and uncertainties, and actual results might differ materially. Such statements include, but are not limited to,
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