A Strategically
Compelling & Financially
Attractive Combination
April 29, 2024
Forward Looking Statements & Additional Disclosures
This presentation contains statements regarding future events or the future financial performance of Hope Bancorp, Inc. ("Company") and its proposed merger with Territorial Bancorp Inc. ("Territorial") that constitute forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements relate to, among other things, expectations regarding the strategically compelling and financially attractive nature of the proposed merger, low-cost core deposit base, diversification of the loan portfolio, expansion of market share, percentage earnings per share growth, capital to support growth, and statements about the proposed transaction being immediately accretive . Forward-looking statements include, but are not limited to, statements preceded by, followed by or that include the words "will," "believes," "expects," "anticipates," "intends," "plans," "estimates" or similar expressions. With respect to any such forward-looking statements, the Company and Territorial each claims the protection provided for in the Private Securities Litigation Reform
Act of 1995. These statements involve risks and uncertainties. Upon completion of the merger, the combined company's actual results, performance or achievements may differ significantly from the
results, performance or achievements expressed or implied in any forward-looking statements. The closing of the proposed transaction is subject to regulatory approvals, the approval of the shareholders of Territorial, and other customary closing conditions. There is no assurance that such conditions will be met or that the proposed merger will be consummated within the expected time frame, or at all. If the transaction is consummated, factors that may cause actual outcomes to differ from what is expressed or forecasted in these forward-looking statements include, among things: difficulties and delays in integrating the Company and Territorial and achieving anticipated synergies, cost savings and other benefits from the transaction; higher than anticipated transaction costs; deposit attrition, operating costs, customer loss and business disruption following the merger, including difficulties in maintaining relationships with employees and customers, may be greater than expected; and required governmental approvals of the merger may not be obtained on its proposed terms and schedule, or without regulatory constraints that may limit growth. Other risks and uncertainties include, but are not limited to: possible further deterioration in economic conditions in our areas of operation; interest rate risk associated with volatile interest rates and related asset- liability matching risk; liquidity risks; risk of significant non-earning assets, and net credit losses that could occur, particularly in times of weak economic conditions or times of rising interest rates; the failure of or changes to assumptions and estimates underlying the Company's allowances for credit losses, and regulatory risks associated with current and future regulations. For additional information concerning these and other risk factors, see the Company's most recent Annual Report on Form 10-K. The Company does not undertake, and specifically disclaims any obligation, to update any forward- looking statements to reflect the occurrence of events or circumstances after the date of such statements except as required by law.
Additional Information and Where to Find It
In connection with the proposed merger, Hope Bancorp, Inc. will file with the Securities and Exchange Commission ("SEC") a Registration Statement on Form S-4, which will include a Proxy Statement of
Territorial Bancorp Inc., that also constitutes a prospectus of Hope Bancorp, Inc. Territorial Bancorp shareholders are encouraged to read the Registration Statement and the Proxy Statement/Prospectus regarding the merger when it becomes available and any other relevant documents filed with the SEC, as well as any amendments or supplements to those documents, because they will contain important information about the proposed merger. Territorial Bancorp shareholders will be able to obtain a free copy of the Proxy Statement/Prospectus, as well as other filings containing information about Hope Bancorp and Territorial Bancorp at the SEC's Internet site (www.sec.gov). Territorial Bancorp shareholders will also be able to obtain these documents, free of charge, from Territorial Bancorp at https://www.tsbhawaii.bank/tsb/investor-relations/.
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Transaction Highlights
Strategically
Compelling
Nasdaq: HOPE | |
Nasdaq: TBNK | Financially |
Attractive
Culturally
Aligned
- Creates the largest U.S. regional bank catering to multi-ethnic customers across the continental United States and the Hawaiian Islands
- TBNK bolsters Combined Company's core funding base with $1.6 billion in low-cost deposits as of 12/31/23
- Accelerates diversification of Combined Company's loan portfolio by more than doubling HOPE's residential mortgage balances
- Market share growth opportunities by leveraging larger balance sheet, more resources, enhanced technology and broader array of banking products & services for enhanced customer experience
- Merger consideration of $78.6 million, or $8.82 per TBNK share(1)
- Fixed exchange ratio: 0.8048 HOPE shares per TBNK share in an all-stock transaction
- Expected to be immediately accretive after the close with double-digit percentage EPS growth. Targeting deal close by year-end 2024
- Strong capital to support growth of the Combined Company
- Shared corporate values that preserve and build on TBNK's 100+ year legacy of providing personalized customer service and supporting local communities
- To ensure continuity for customers and employees after the close, legacy TBNK will do business under the Territorial Savings Bank brand, as a trade name of Bank of Hope
- Continued dedication to and investment in the Hawai'i communities
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- Based on HOPE closing price of $10.96 as of 4/26/24
Overview of TBNK
- Headquartered in Honolulu, Hawai'i
- 5th largest deposit market share(1) in the state of Hawai'i
- Founded in 1921: 100+ years of operating history in Hawai'i
- Attractive cost of total deposits: 1.61% spot rate, or 1.20% excl. public deposits, as of 12/31/23
-
Low loan-to-value ("LTV") residential mortgage portfolio:
avg. LTV of 63% as of 12/31/23, of which less than 1% has an LTV >80%
Financial Highlights (as of 12/31/23)(2)
28 Branch Footprint in the Hawaiian Islands
Kaua'i | O'ahu | Maui | ||
$2.2B
Total Assets
$1.3B (97% Resi. Mort.)
Gross Loans
$1.6B
Total Deposits
80.0%
Loans / Deposits
0.10%
NPAs / Total Assets
$251MM
Tang. Common Equity
11.23%
Tang. Common Equity Ratio
28.33%
Common Equity Tier-1 Ratio
The Island of Hawai'i
(1) Deposit market share source: S&P Capital IQ Pro based on FDIC Summary of Deposits as of 6/30/23 | 4 |
(2) Source: S&P Capital IQ Pro as of 12/31/23 |
Pro Forma Loans and Deposits
Pro Forma Loan Portfolio |
Pro Forma Deposit Portfolio
15% | 8% |
Multifamily | |
Residential Mortgage | Residential |
8% TBNK
$15.2B
27% | Pro Forma | 31% |
C&I | Loans | Nonowner |
Occupied CRE | ||
(at 12/31/23) |
19%
Owner Occupied
CRE
3% | |
4% | Washington |
New Jersey | |
4% | |
Texas |
5% Illinois
10%
Hawai'i
10%
New York
2%
Other States (VA, GA, AL)
$16.4B
Pro Forma
Deposits
(at 12/31/23)
62%
California
TBNK's contribution would more than double
HOPE's residential mortgage portfolio
Hawai'i would be the Combined Company's
3rd largest deposit market by state
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TBNK's Core Deposit Franchise: Low-Cost, Granular, Stable
Weighted Avg. Annual Cost of Total Deposits
3.00% | 2.82% | ||||||||
2.50% | |||||||||
2.00% | |||||||||
1.50% | |||||||||
1.00% | 1.23% | ||||||||
0.50% | |||||||||
0.00% | |||||||||
2014 | 2015 | 2016 | 2017 | 2018 | 2019 | 2020 | 2021 | 2022 | 2023 |
HOPE | TBNK | ||||||||
TBNK Deposits ($000) as of Year-End | |||||||||
$1,629 | $1,632 | $1,660 | $1,682 | $1,716 | $1,637 | ||||
$1,493 | $1,597 | ||||||||
$1,445 | |||||||||
$1,360 | |||||||||
2014 | 2015 | 2016 | 2017 | 2018 | 2019 | 2020 | 2021 | 2022 | 2023 |
- FY 2023 avg. cost of total deposits: 1.23%, or 0.79% excl. public deposits
- Year-endtotal cost of deposits @ 12/31/23: 1.61%, or 1.20% excl. public deposits
- Granular deposit base: ~55,000 accounts, with avg. account size of ~$30,000 and median account size of ~$4,100
- 73% of TBNK deposit balances (excl. public deposits) are from accounts equal to or less than $250,000 in size
- 93% of non-CD deposit balances are consumer deposits
TBNK Deposits - By Account Size as of 12/31/23
$1MM+ | Less Than $10K | |
5% | ||
$500K - $1MM | 4% | |
~35K accts. | ||
<50 accts. | ||
7% | ||
$10k - $50K | ||
<170 accts. | ||
19% | ||
~12K accts. |
$1.5B
$250K - $500K | excl. public | |
15% | ||
deposits of | ||
<700 accts. | ||
$171MM | ||
$50K - $100K | ||
16% | ||
$100K - $250K | ~3.5K accts. | |
32% | ||
~3K accts. |
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Source: S&P Capital IQ Pro, Company reports.
Transaction Details
Consideration
•
•
•
•
•
Fixed exchange ratio: TBNK shareholders to receive 0.8048 shares of HOPE common stock for each share of TBNK common stock 100% stock-for-stock transaction valued at approximately $78.6MM(1)
Based on HOPE's closing price on 4/26/24, represents a value of $8.82 per TBNK share
Transaction intended to qualify as a tax-free reorganization for TBNK shareholders
Upon merger completion, TBNK shareholders will own approximately 5.6% of HOPE shares outstanding (7.2 million shares) on a Pro Forma basis
Timing & Approvals
- HOPE is a seasoned acquiror & integrator of diverse business models
- Subject to approval by TBNK shareholders
- Subject to customary regulatory approvals
- No financing contingencies to complete the transaction
- Targeting merger close by year-end 2024
Transaction | 31% | ~(6)% | ~3 Years |
Metrics (1) | Price/ | HOPE TBV | HOPE TBV |
TBNK TBV(2) | Accretion/ | Earn-back | |
(Dilution) |
Pro Forma
Combined
Company Capital
Ratios (3)
8.0% | 9.2% | 11.7% | 13.3% |
TCE(2) | Leverage | CET-1(2) | Total Capital |
Ratio | Ratio | Ratio | Ratio |
- Based on HOPE closing stock price of $10.96 as of 4/26/24. HOPE and TBNK tangible book value as of 12/31/23
- Tangible Book Value ("TBV") per share; Tangible Common Equity ("TCE"); Common Equity Tier-1("CET-1")
(3) Pro Forma capital ratios as of 12/31/23 including transaction fair market value marks | 7 |
Commitment to the Hawai'i Market
TERRITORIAL SAVINGS BANK
- Continuing to operate under Territorial Savings Bank brand, doing business as a trade name of Bank of Hope
- Strategically important partner enhancing Bank of Hope's footprint and diversification
EMPLOYEES | CUSTOMERS | COMMUNITIES | ||||
• | Local staff to ensure | • | Access to expanded array of | • Shared cultural values that | ||
relationship continuity for | banking products & services | emphasize volunteerism and | ||||
customers | • | Benefits from enhanced | outreach to local communities | |||
• | Competitive compensation, | technology platforms for | • Commitment to Territorial's | |||
benefits and career | improved customer user | long-standing legacy of | ||||
advancement opportunities | experiences | community investments | ||||
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Appendix
9
Bank of Hope's Roots
Announced:
Foster Bank
Aug 2013
Pacific
International Bank
Feb 2013
Innovative Bank | 1st Merger of Equals | |
Apr 2010 | Nov 2011 | |
2nd Merger of Equals
Jul 2016
Asiana Bank
Aug 2003
Saehan Bank
Nov 2013
BankAsiana
Oct 2013
Mirae Bank
Jun 2009
Liberty Bank of
New York
May 2006
April 29, 2024
Combination with TBNK fits
well into HOPE's long-term
growth strategy
(Est. 1986 in Los Angeles)
(Est. 1989 in Los Angeles) | (Est. 1980 in Los Angeles) |
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Disclaimer
Hope Bancorp Inc. published this content on 29 April 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 29 April 2024 13:15:27 UTC.