M&A Process. Kimberly B. Snyder, CPA Executive Vice President / CFO Valley Bank

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1 M&A Process Kimberly B. Snyder, CPA Executive Vice President / CFO Valley Bank

2 Buying or Selling? Preparation is KEY regardless of whether you or a buyer or seller You may think you are a buyer today but end up a seller 3 months later Unsolicited offer may come in that you have to deal with Premium pricing is hard to ignore

3 Human Resource Issues Do a comprehensive review of all Human Resource Plans for Change-in-Control Provisions: Employment Agreements Severance and CIC Agreements Option and Restricted Stock Agreements Severance Policy do you have a formal policy in place? SERP Do the CIC provisions reflect the intent of the Board? Do they accomplish what the Board wants in the event you become a seller? If not, make necessary amendments now.

4 Human Resource Issues Change-in-Control Calculations Consider hiring attorney or CPA to calculate all change-in-control payments now. Educate the Board. More complicated than you might think 280G Implications Single or Double Trigger? Update the CIC calculations each year

5 Human Resource Issues Option and Stock Agreements Do they automatically vest under CIC? If not, do you want them to? Make any necessary amendments to the agreements now SERP Do Board and Participants understand what happens to SERP in CIC? Consider having attorney or CPA calculate benefit in event of CIC. Automatically Vest? Rabbi Trust? Freeze or Terminate Plan Most amendments to SERP will require 8K filing

6 Human Resource Issues Severance Policy Do you have a formalized Severance Policy? If not, consider developing one. Typical benefit: 2 weeks per year of service Some may impose cap Health insurance subsidy? Make sure your policy reflects the position that your Board wants to take with any displaced employees in event of CIC if it does not, consider amending it now. Review list of employees and determine who may be vulnerable in event of CIC. Calculate what the severance payment would be under your policy for those employees Be aware that once policy is in place, it becomes effective for any severance condition, not just in event of CIC

7 Human Resource Issues Core Conversion Team Determine which employees you will need to keep for the core conversion in event of CIC What type of additional retention bonus will be needed to incent these employees to stay through the core conversion? Do the math

8 Due Diligence Create a Directory or File on your server of typical due diligence items If you have an investment banker on retainer or someone you use for other services, consider asking them for a list of due diligence items in event of acquisition Many of same items are needed on both sides of the deal It becomes difficult to easily obtain the information once you are in the process and only a few select individuals are in the loop Are loan files imaged? If so, consider having IT create virtual desktop environment for outside loan review

9 Due Diligence Items Sample List Organizational Docs All Capital Raise Documents IPO, Private Placements, Trups, Sub Debt Organizational Chart Entity Organizational Chart Board ownership Senior Management Bios Internal Audit Reports Loan Review Reports IT Audit Reports Regulatory and Compliance Exam Reports for onsite review

10 Due Diligence Items Sample List All Human Resource Plans in Place, including annual bonus, incentive plans Last 3 months of Board packets 2 years of Board Minutes, including committee minutes 3 years of financial statements 10Ks if public Current year of quarterly financial statements 10Qs if public Stock options outstanding Restricted stock outstanding Facilities Pictures of branches / offices Square footage Lease or Own Copies of all leases

11 Due Diligence Items Sample List Core Processing Contract calculate termination/ liquidation fees Other Material Vendor Contracts calculate termination / liquidation fees Loan File Consider having a loan file created every month that has every imaginable field in one file. Ask Investment Banker for list of fields to include. Same for Deposit file Breakouts by MSA; by Branch; by Officer Brokered Deposits file detailed listing including maturity dates

12 Due Diligence Items Sample List Jumbo CD File detailed listing including maturity dates Wholesale funding file Investment Portfolio File in excel ALM Reports for last 3 quarters Line of business financial statements particularly for wealth management, mortgage and insurance Wealth Management assets under management broken out by class

13 Summary Prepare Now Once in the middle of the process, the timeline is short to gather the information needed and you have to do it in a vacuum very few people are in the loop Consider having investment bankers educate board on an annual basis of what your strategic options are relating to M&A What is range of value today if we are interested in selling? If we want to acquire, what does our currency allow us to buy? Need additional capital?

14 Questions?