Boston Private Financial Holdings Inc
Boston Private Financial — Proxy Contest (April 2021)
28 slides from Boston Private Financial's proxy contest presentation, Apr 9, 2021
Slide 1: Vote Against the SVB Merger: Fact vs. BPFH Fiction
Vote Against the SVB Merger: 12 (0) DL@\@) Fact vs. BPFH Fiction ASSET MANAGEMENT April 9, 2021 a PRYVATE BANKING
Slide 2: Certain information concerning participants
HOLDCO ASSET MANAGEMENT Certain information concerning participants HoldCo Opportunities Fund Ill, L.P. ("HoldCo Fund"), together with the participants named herein (collectively, "HoldCo"), intends to file a preliminary proxy statement with the Securities and Exchange Commission to be used to solic
Slide 3: Disclaimer
HOLDCO ASSET MANAGEMENT Disclaimer This presentation (the “Presentation”) is for discussion and general informational purposes only. This Presentation is not investment advice, an investment recommendation, or an offer to buy or sell or the solicitation of an offer to buy or sell any securities, inc
Slide 4: Table of Contents
HOLDCO ASSET MANAGEMENT Table of Contents I. BPFH FICTIONS ABOUT VALUATION . ll. BPFH FICTIONS ABOUT PROCESS 14 16 lil. BPFH FICTIONS ABOUT INTERESTED BUYERS IV. BPFH FICTIONS ABOUT HOLDCO 22
Slide 5: I. BPFH Fictions About Valuation
ene |. BPFH Fictions About Valuation
Slide 6: Bank valuations are generally back to pre-pandemic levels
HOLDCO ASSET MANAGEMENT FACT: Despite so-called changes “arising out of the pandemic,” bank valuations are generally back to pre-pandemic levels ¢ BPFH Fiction: x “These comparisons are irrelevant, out of touch with reality and fail to take into account the significant changes in interest rates, the
Slide 7: BPFH's share price was anything but "unaffected" prior to the Merger announcement
HOLDCO ASSET MANAGEMENT FACT: BPFH’s share price was anything but “unaffected” prior to the Merger announcement ¢ BPFH Fiction: x “This already-compelling premium has substantially increased since that time as a result of the appreciation of SVB Financial’s share price, and represents an implied val
Slide 8: BPFH was NOT successful in having SVB increase the Merger consideration
HOLDCO ASSET MANAGEMENT FACT: BPFH was NOT successful in having SVB increase the Merger consideration during negotiations ¢ BPFH Fiction: * “The Board negotiated to increase the value of the merger consideration from approximately $7.60 per Boston Private share to $10.94 per Boston Private share at
Slide 9: Fixed exchange ratio has NOT created any incremental value
HOLDCO ASSET MANAGEMENT FACT: BPFH’s decision to lock-in a fixed exchange ratio has NOT created any incremental value ¢ BPFH Fiction: x “The Board’s decision to capitalize on a compelling strategic opportunity with SVB Financial and lock-in a fixed exchange ratio when it did has already generated hu
Slide 10: A high P/E multiple is nothing to brag about
HOLDCO ASSET MANAGEMENT FACT: A high P/E multiple is nothing to brag about when earnings are depressed by worst-in-class expense control ¢ BPFH Fiction: x “The merger consideration represented the highest price to forward earnings-per-share multiple...” ¢ Fact: v Itis well known that less efficient
Slide 11: HoldCo appears to be the ONLY party that has done any serious valuation work
HOLDCO ASSET MANAGEMENT FACT: HoldCo appears to be the ONLY party that has done any serious valuation work on BPFH ° BPFH Fiction: x “Holdco has not undertaken any serious valuation analyses or engagement with Boston Private’s standalone plan, and has made no attempt to defend its naive “sum of the
Slide 12: II. BPFH Fictions About Process
ene Il. BPFH Fictions About Process 11
Slide 13: BPFH DID NOT run a competitive process
HOLDCO ASSET MANAGEMENT FACT: BPFH DID NOT run a competitive process, but instead repeatedly conveyed to the market that a sale would NOT happen ¢ BPFH Fiction: x “The Board ran a robust, thorough and value-maximizing process for Boston Private shareholders and successfully secured one of the highes
Slide 14: There was PLENTY of time to pursue discussions with other interested buyers
HOLDCO ASSET MANAGEMENT FACT: There was PLENTY of time to pursue discussions with other interested buyers whose share prices have materially risen YTD ¢ BPFH Fiction: x* “As described in detail below, delaying negotiations with SVB Financial in order to pursue discussions with other potential counte
Slide 15: BPFH's Board was DEAD SET on a transaction with SVB
HOLDCO ASSET MANAGEMENT FACT: It appears BPFH’s Board was DEAD SET ona transaction with SVB and shunned other interested buyers ¢ BPFH Fiction: x “Independent Board Conducted Extensive Analysis and Carefully Considered All Available Alternatives...” ° Fact: v The Board had every opportunity to do a
Slide 16: BPFH misleads shareholders by comparing this transaction to a Mergers of Equals
HOLDCO ASSET MANAGEMENT FACT: BPFH misleads shareholders by comparing this transaction to a Mergers of Equals ° BPFH Fiction: * “These nuances are lost on HoldCo, but they are reflected in precedent bank transactions, where a majority of target companies do not undertake auction processes, and where
Slide 17: III. BPFH Fictions About Interested Buyers
ene lll. BPFH Fictions About Interested Buyers 16
Slide 18: Banks rarely, if ever, make unsolicited offers
HOLDCO ASSET MANAGEMENT FACT: Banks rarely, if ever, make unsolicited offers ESPECIALLY since BPFH made it clear it was not for sale ¢ BPFH Fiction: x “If any of the parties that HoldCo asserts would have offered superior financial terms, or indeed any other potential strategic partner, were in fact
Slide 19: At least three other buyers were interested in acquiring BPFH
HOLDCO ASSET MANAGEMENT FACT: Despite this, at least three other buyers were interested in acquiring BPFH and attempted to discuss a transaction ¢ BPFH Fiction: x “The reasons are simple: the universe of potential strategic buyers for banks of Boston Private’s size is limited and well-known to those
Slide 20: Company A attempted to initiate acquisition discussions
HOLDCO ASSET MANAGEMENT FACT: Company A attempted to initiate acquisition discussions DESPITE BPFH signaling it was NOT for sale ¢ BPFH Fiction: x “Company A never made any proposal to acquire Boston Private. Instead, it approached Boston Private casually based on speculation that Boston Private mig
Slide 21: Unnamed Company attempted to initiate acquisition discussions
HOLDCO ASSET MANAGEMENT FACT: Unnamed Company attempted to initiate acquisition discussions DESPITE BPFH signaling it was NOT for sale ¢ BPFH Fiction: x “September 2020 Inquiry. HoldCo criticizes Boston Private for not inviting another party that inquired about a transaction in September 2020 to par
Slide 22: First Foundation attempted to initiate acquisition discussions
HOLDCO ASSET MANAGEMENT FACT: First Foundation attempted to initiate acquisition discussions DESPITE BPFH signaling it was NOT for sale ¢ BPFH Fiction: x [First Foundation (ticker: FFWM)] “Boston Private had previously determined that such a transaction would not be financially attractive or create
Slide 23: IV. BPFH Fictions About HoldCo
ene IV. BPFH Fictions About HoldCo 22
Slide 24: HoldCo has provided a simple and clear "path forward"
HOLDCO ASSET MANAGEMENT FACT: HoldCo has provided a simple and clear “path forward” to deliver additional value to shareholders ¢ BPFH Fiction: x “The result is a “path forward” that is reckless, unrealistic and lacks any feasible means of delivering additional value. Notwithstanding HoldCo’s claims
Slide 25: HoldCo has proposed a simple strategy utilized by the rest of the banking industry
HOLDCO ASSET MANAGEMENT FACT: HoldCo has proposed a simple strategy that is utilized by the rest of the banking industry ¢ BPFH Fiction: * “HoldCo has pivoted to proposing vague operational changes that amount to nothing more than a slash and burn approach designed to artificially boost short-term s
Slide 26: HoldCo has substantial experience in bank M&A processes and investing
HOLDCO ASSET MANAGEMENT FACT: HoldCo has substantial experience in bank M&A processes and investing ¢ BPFH Fiction: x “Having no on-the-ground experience with bank M&A processes, HoldCo subscribes to a black-and-white, purely theoretical philosophy by which auctions must automatically lead to the be
Slide 27: HoldCo withdrew two BPFH nominees only after one principal was nominated elsewhere
HOLDCO ASSET MANAGEMENT FACT: HoldCo withdrew two BPFH nominees only after one of our Principals was nominated to another bank’s Board ¢ BPFH Fiction: x “HoldCo was forced to withdraw its nomination notice with respect to two of its nominees to the Boston Private Board — HoldCo’s own co-founders Mic
Slide 28: We believe BPFH shareholders deserve better
HOLDCO ASSET MANAGEMENT We believe BPFH shareholders deserve better Better Process Better Valuation Better Board PLEASE VISIT US AT www.BPValue.com TO LEARN MORE ABOUT OUR CAMPAIGN 27
Boston Private Financial Holdings — Proxy Contest (April 2021) on 6ix