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Banner Corporation (NASDAQ:BANR)

Acquisition of Home Federal Bancorp, Inc. Conference Call

September 25, 2013 12:00 ET

Executives

Mark Grescovich - President and Chief Executive Officer

Albert Marshall - Secretary

Len Williams - Chief Executive Officer, Home Federal Bancorp, Inc.

Lloyd Baker - Chief Financial Officer

Rick Barton - Chief Credit Officer

Analysts

Jeff Rulis - D.A. Davidson

Don Worthington - Raymond James

Jacque Chimera - KBW

Shaun McNulty - MM Capital

Operator

Good day, ladies and gentlemen. Thank you for standing by. Welcome to the Banner Corporation Conference Call. During today’s presentation all parties will be in a listen-only mode. Following the presentation the conference will be open for questions. (Operator Instructions) This conference is also being recorded today September 25, 2013.

I would now like to turn the conference over to our host CEO, President of Banner Corporation, Mark Grescovich. Please go ahead.

Mark Grescovich - President and Chief Executive Officer

Thank you, (Crescent) and good morning everyone. I would also like to welcome you to today’s conference call for Banner Corporation. Joining me on the call today is Len Williams, Chief Executive Officer of Home Federal Bancorp, Inc., Lloyd Baker, Chief Financial Officer of Banner Corporation, Rick Barton, Chief Credit Officer of Banner Corporation, and Albert Marshall, the Secretary of Banner Corporation. Albert, would you please read our forward-looking Safe Harbor statement?

Albert Marshall - Secretary

Certainly. Good morning. Our presentation today discusses Banner’s proposed acquisition of Home Federal Bancorp and will include forward-looking statements. Those statements include descriptions of management’s plans, objectives or goals for future operations, products or services, forecast of financial or other performance measures and statements about Banner’s general outlook for economic and other condition. Statements about the expected timing completion and effect of the proposed merger constitute forward-looking statements. We also may make other forward-looking statements in the question-and-answer period following management’s discussion. These forward-looking statements are subject to a number of risks and uncertainties and actual results may differ materially from those discussed today.

Information on the risk factors that could cause actual results to differ are contained in the press release that was released yesterday as well as the Form 8-K filing of the investor presentation which will be reviewed during today’s conference call and a recently filed Form 10-Q for the quarter ended June 30, 2013. Forward-looking statements are effective only as of the date they are made and Banner assumes no obligation to update information concerning its expectations. Thank you.

Mark Grescovich - President and Chief Executive Officer

Thank you, Al. As you saw last evening Banner Corporation and Home Federal Bancorp, Inc. issued a joint present release announcing the merger of Home Federal with Banner. We’ve also provided an investor presentation that can be accessed is part of the press release. This combination will create a company with $5.2 billion in assets and 112 branches covering the Pacific Northwest specifically the states of Washington, Oregon and Idaho. In fact this will elevate Banner to a top 10 deposit market share position in all the Pacific Northwest states. This transaction is valued at approximately $197 million and is priced at 1.16 times tangible book value per share of Home Federal.

I’m very excited about this transaction. The combination aids us in our goal to be the community bank of choice in the Pacific Northwest and it significantly improves our market share in Boise which is the third largest metropolitan market in the Northwest. With this acquisition Banner will be the second largest community bank in Boise and it also expands our presence in Central Oregon and the I-5 Corridor of Oregon. As many of you know we have been investigating opportunities to increase our presence in Idaho specifically Boise to better rationalize our franchise there. This transaction clearly makes Banner more relevant and our growing bank in Boise. The economics of this acquisition are compelling with earnings per share accretion in year two of approximately 8% excluding transaction cost. Our internal rate of return is expected to be greater than 15% and a traditional calculation of tangible book payback is approximately three years.

In a few moments Lloyd Baker, Banner’s Chief Financial Officer will outline in more detail the transaction specifics and the compelling economics of this acquisition. But before he does that let me comment briefly on the Boise market. Many of you have heard me comment for several quarters now that the Boise economy was rebounding quicker than anticipated and the economic indicators are much improved. As the third largest metro market in the Pacific Northwest it’s economy is anchored by technology companies such as Micron, Hewlett Packard and Microsoft and a vibrant agricultural industry. It is the state capital the home to Boise State University and the current unemployment rate has improved to nearly 6%. Further the banking landscape in Boise remains fragmented with a significant amount of market disruption. These are very good conditions for the continued successful execution of the Banner value proposition.

I’d now like to turn the call over Len Williams for his comments. Len?

Len Williams - Chief Executive Officer, Home Federal Bancorp, Inc.

Thank you, Mark. We’re pleased and excited about the upcoming union between Banner and Home Federal. The combination of these great Northwest financial institutions puts an exclamation mark on Banner’s commitment to being relevant and answers key strategic questions about Home’s commitment to our clients, employees, and protection and growth of shareholder value. But the client services demonstrated by Banner’s J.D. Power’s ranking and Home’s history of high client satisfaction scores coupled with higher end new products and services Banner brings to our clients will be a win for everyone. I believe the cultures will mesh well and the experience both teams have with integration will not cause any disruption in service or focus. Frankly I can’t wait to get moving because I see this as a win for all of our stakeholders. So we’re pleased to be part of it and we look forward to this transaction moving forward.

With that I’ll turn it over to Lloyd go through the financials.

Lloyd Baker - Chief Financial Officer

Thank you, Len and good morning everyone. As Mark and Len have indicated we are very excited and pleased to talk with you this morning about the merger transaction that we announced yesterday. Hopefully you’ve all had an opportunity to review the investor presentation that accompanied our press release. We did not intend to go through all the pages with that slide deck this morning but I do want to highlight some of the details.

Slide three presents an overview of the transaction. As Mark noted the total value of the transaction based upon Banner Corporation’s closing stock price on September 24, 2013 is $197 million or $13.40 per diluted share or Home Federal’s stock. Price is equal to 116% of Home’s June 30, 2013 tangible book value and represents approximately a 6% premium to its recent trading price. Consideration consists of $87.6 million in cash which is essentially a return of Home’s capital in excess of 8% of assets and 2,904,000 shares of Banner common stock. The number of shares to be issued is fixed as long as Banner’s stock price to the (above) $26 and below $40 per share and there are appropriate adjustment arrangement stood the price at closing the outside of those calls. The $87.6 million cash component of consideration is subject to certain closing adjustments which could cause it to be slightly more or slightly less based upon Home’s tangible net-worth at closing and if applicable the amount of Home’s transaction cost exceed and agreed to amend.

Based upon the 2,904,000 shares expected to be issued Home Federal shareholders will acquire approximately 13% ownership in the pro forma company. The transaction is expected to close in the first quarter of 2014 and is subject to normal regulatory approvals and approval by the Home’s shareholders. This transaction will not require a vote of Banner Corporation to shareholders. Slides five through 10 give insight into the deal rational and pro forma franchise that will be created by the combination and provides support for our excitement about this opportunity. Mark and Len have already addressed some of this information however I want to highlight just a few items.

As noted upon closing Banner Corporation will continue to be the fourth largest financial institution headquartered in the three state Pacific Northwest region the pro forma assets of $5.2 billion. The combined entity will have 112 branches with meaningful scale in all of the major regional markets. Based upon the June 30, 2012 FDIC market share report which was the most recent available, Banner will have top 10 deposit market share in each of Washington, Oregon and Idaho and importantly this will include the second largest community bank market share in the Boise/Nampa MSA, which will give us a great platform to expand our presence in that market.

Slides 13, 14 and 15 address the pro forma financial impact of the transaction. Without getting too deep into the details of our financial modeling but it’s important to note a few of the assumptions and results. The projections for both Banner and Home are based upon analyst consensus earnings estimates and thank you to each of the analysts and find each company’s June 30, 2013 balance sheet data. However as you would expect both companies that perform significant due diligence in a collaborated on estimated transaction cost and future cost savings.

As I noted we will – we believe the transaction will close in the first quarter of 2014. As a result except for the pro forma capital calculations which are presented as of June 2013 our projections assume that the transaction is effective March 31, 2014. We further assume that all the transaction costs are recognized immediately for illustrated purposes for both book value dilution and earnings per share accretion estimates. Given these baseline assumptions and the other assumptions outlined in the presentation we believe this transaction will provide 6% earnings accretion, 6% per share earnings accretion in the first full year following closing and 8% in the second year when all of the expected cost savings had been achieved.

While we are very optimistic about synergy – that synergy is possible from this combination we’ve not included any revenue enhancements in these projections. In addition to the immediate earnings accretion we estimate the internal rate of return will be just over 15% and the tangible book value pay back using the traditional EPS accretion method would be approximately 3.2 years. Finally I think it’s important to note as highlighted on slide 13 that the capital position for Banner Corporation will continue to be very strong with pro forma tangible common equity to tangible asset ratio at 11.3% and a Tier 1 leverage ratio of 12% both based on June 30, 2013 balances and assuming that all of the estimated transaction costs have been recognized at that time. So as Mark said we read the financial metrics are compelling that this transaction represents an efficient use of our capital and our human resources and will position Banner well for further growth opportunities.

With that I will turn the call back to Mark.

Mark Grescovich - President and Chief Executive Officer

Thank you, Lloyd and thank you Len for your comments. Before we take your questions let me direct your attention to slide 11 of the investor presentation. Banner is taking great pride in our ability to execute on our business strategy and build shareholder value. We have effectively strengthened our franchise by growing sustainable revenue and profitability, improving our operational efficiency and growing our deposit franchise. In 2010 we outlined a detailed strategic plan to transform the company from a sub-par performer to a super community bank with top quartile financial performance. We focused our company on improving our credit profile developing our sales and credit culture while at the same time investing in additional talent, our product suite and market share growth.

The results of our effective execution had been demonstrated for several quarters now. We’ve grown organically with our client acquisition strategy that had increased our non-interest bearing relationship client base like 60% since December of 2009. We have improved our core deposit mix to 73% of total deposits from just 50% at December 31, 2009. We’ve grown revenue for 15 consecutive quarters when compared to the prior year quarter and we’ve improved our return on assets to 1.11% as of June 30, 2013. These accomplishments are indicative of the value proposition Banner has executed in our community. This value proposition has also been validated by J.D. Power and Associates which rated Banner Bank number one for all banks in the Pacific Northwest for client satisfaction for the second consecutive year.

We are excited to continue our super community bank expansion and a proven client acquisition and cross-sell model with a new home market share strength. I want to thank everyone of both banks who have put so much work into making this merger a reality. In particular I would like to single out Len Williams for his professionalism during our negotiations. Len and his team have done a fantastic job of successfully navigating Home through an unparalleled economic environment. All of us at Banner admire everything they have accomplished along with their dedication to their clients and communities. The staff, shareholders, and directors of Home Federal should be very proud and we look forward to joining the Home team with the Banner team to better serve our clients and communities.

That concludes our prepared remarks and (Crescent) will now open the call and we welcome your questions.

Question-and-Answer Session

Operator

Thank you. Ladies and gentlemen we will now begin the question-and-answer session. (Operator Instructions) Our first question comes from the line of Jeff Rulis with D.A. Davidson. Please go ahead.

Jeff Rulis - D.A. Davidson

Thanks. Good morning.

Mark Grescovich

Good morning, Jeff.

Jeff Rulis - D.A. Davidson

Home’s Oregon operations I guess through the acquisition now are going to be sort of changing hands twice in a reasonable amount of time. I guess any differences in direction that you take the Oregon locations versus what you do in Boise?

Mark Grescovich

Jeff, this is Mark. The short answer to that question is no. What we do believe is that Home has done a very good job at taking what were transitioned or failed of institutions and starting to grow market share. They created a value proposition in those markets that is starting to take route. I think it’s a great opportunity for Banner to layer in our particular business model along with our product suite into the market and I think it’s going to be very well received. So the business strategy is going to be very similar for what we’ve done in our underpenetrated branches in the core Banner franchise.

Jeff Rulis - D.A. Davidson

Okay. And in terms of senior management staying on from Home, could you maybe touch on that and then also just kind of you sort of got to this in the last part of your comments about the growth profile of Home and your assumptions there as that had been largely de-leveraging for some time but what you hope to kind of grow the timeline of the legacy home platform?

Mark Grescovich

Sure. This is Mark. Well first of all we’re evaluating a number of personnel including the senior management so that we can have a seamless transition here at the same time let’s remember that Len and his staff have accompanied to run for the next seven months or so and so we actually have closure of this transaction. But I’m very pleased to report that Len has agreed to join Banner Corporation as Executive Vice President with our executive team reporting directly to me and we have an agreement with the Chief Financial Officer Eric to join the organization as well. So we’re very pleased with those additions and we think that will work well for the company as we move forward past closure. There is great talent inside of the Home team and we will be taking the best at both organizations to make a very successful transition here.

The second piece is pretty evident. Banner has a significant amount of product depth in its organization both from a commercial bank and product suite along with our retail bank and product suite and we can layer that into the Home franchise along with our very disciplined sales model. And a immediate example of that would clearly be our mortgage business layering that into the retail platform, but also ancillary treasury management services for commercial banking along with international banking services and a sheer size of our balance sheet will allow extension of credit significantly larger than Home can do. So there are great revenue opportunities for our company on a combined basis but we have not factored any revenue generation into the model.

Jeff Rulis - D.A. Davidson

Great. Thanks, Mark and maybe one just quick last one for Lloyd. I’ve got goodwill and CDI basically total intangibles at $36.5 million is that in the ballpark?

Lloyd Baker

Yes, it is, goodwill based on the pricing announcement would be at $27 million of CDI.

Jeff Rulis - D.A. Davidson

Great, okay. That’s it from me. Thanks.

Mark Grescovich

Thanks, Jeff.

Operator

And our next question comes from the line of Don Worthington with Raymond James. Please go ahead.

Don Worthington - Raymond James

Good morning everyone.

Mark Grescovich

Good morning, Don.

Don Worthington - Raymond James

Probably following up a little bit on the plans regarding the Home franchise, you would be acquiring a significant amount of securities, cash and investments. Just kind of curious in terms of how quickly you think you can redeploy that into loans?

Lloyd Baker

Don, this is Lloyd. We are optimistic always about loan growth as you are well aware it’s challenging. In terms of redeployment I think first and foremost we will use some of the cash to fund the securities portfolio to fund the cash portion of the transaction. And second we will take a look at the makeup of that portfolio, it’s a very high quality, highly liquid portfolio so we will take a look at it probably do a little duration shortening in that exercise but it does provide additional opportunity for loan growth and we said (indiscernible) level.

Don Worthington - Raymond James

Okay.

Mark Grescovich

Don, this is Mark, just to dovetail on that comment as we telegraphed before we are actually excited about deposit franchise adding a deposit base to our corporation and allows for continued market expansion in a more robust market in particular in Puget Sound, Portland and Boise now for us. So we’ll just take our market share model so we are optimistic that the loan growth will actually grow from here.

Don Worthington - Raymond James

Okay. And then on the deposit side it sounds like you wouldn’t be expecting much in the way of run off since it’s largely core funded?

Mark Grescovich

That’s correct.

Don Worthington - Raymond James

Okay.

Mark Grescovich

And our experience had been given the service levels of both organizations at, the talented people that are interfacing with our clients along with our extended product I think we are positioned very well not only to have very minimal attrition to the client base but actually I think we’re going to have some pretty significant acquisition to clients given the amount of disruption that’s occurring in the Boise market right now.

Don Worthington - Raymond James

Okay, great. And then my last question, what would you peg that the core margin for Home excluding of the interest accretion on the covered assets?

Lloyd Baker

Don, this is Lloyd. The margin is just a little over 3%, about 3, 10 I think in most recent quarters on their core margin if you are well aware because of the accounting for the purchase well and we exit the transaction reported margins are quietly higher than that.

Don Worthington - Raymond James

Yeah, okay, thank you, congratulations.

Lloyd Baker

Thanks, Don

Mark Grescovich

Thank you, Don.

Operator

And our next question comes from the line of Jacque Chimera with KBW. Please go ahead.

Jacque Chimera - KBW

Hi, good morning everyone.

Mark Grescovich

Hi, Jacque.

Jacque Chimera - KBW

Mark what are your plans for the Salt Lake City LPO that was recently opened at Home?

Mark Grescovich

Well I think to be candid with you we’re still evaluating all of the markets in terms of what we can effectively do and what the market potential is for each of them. So we’ve not made a final decision on what we’re going to do with that. But keep in mind I have been very clear in my comments and I have been very clear and transparent for the last several years that our franchise, our core franchise is going to be in the three states of the Pacific Northwest, that’s where we will make our investment. So not that we aren’t going to evaluate all of the markets that the company operates and we’re going to stay very focused on Pacific Northwest.

Jacque Chimera - KBW

And secondly you talked about a little bit the mortgage platform that you’ve done an excellent job in building out. Is that something you look to roll out for the Boise market as well?

Mark Grescovich

Yes, and that will be part of the immediate integration of the company as we move into closure because I think there is a tremendous opportunity for us to expand our market share on the mortgage business in the Boise market.

Jacque Chimera - KBW

And then I’m not thrilled here to direct this question to you, but in terms of – in the past Home has been an excellent repurchase of shares and then there is been the ongoing dividend. What are the – what’s the outlook for that just looking between now and deal close?

Mark Grescovich

I think now between now and deal close you’re going to have a very similar strategy to add from a dividend standpoint but there won’t be any stock repurchase.

Jacque Chimera - KBW

Okay. And I’ll step back for now and rejoin later then. Thanks.

Mark Grescovich

Okay, thanks, Jacque.

Operator

(Operator Instructions) Our next question is a follow-up from Jeff Rulis with D.A. Davidson. Please go ahead.

Jeff Rulis - D.A. Davidson

Hi maybe a question for Len. Just what was sort of the trigger point of what attracted you to this decision to sell and maybe the pressures in not going at independently?

Len Williams

Well I think it’s really a question of all the stakeholders, Jeff. When we look at where the organization was going we’ve had a lot of success in integrating a couple of failed banks, we’ve had a lot of success in growing the core deposit franchise. The issue is growing higher earnings assets at a pace and utilizing all that excess capital at a pace it can be beneficial to shareholders. And as we’ve continued down the path of negotiating with potential acquisitions most of the deals that we’ve talked to you some of the smaller privately held banks we just couldn’t get to a share value accretion number quick enough with some of the potential deals that are out there. So we kind of came back to look at the – what type of partnership makes a lot of sense to the organization and this one well it doesn’t have much branch overlap, it does have a platform that just makes a lot of sense for us to grow.

For us it continues to deliver and compete with the nationals the investment in technology, the investment in product growth would have been huge. So Mark and I’ve been actually talking about this for quite some time and decided from a shareholder perspective, from a employee perspective and frankly from a community support perspective this made sense at this deal because we think we’ve actually built a – I wouldn’t even say a platform, I’d say a springboard for future growth for the combined organization.

Jeff Rulis - D.A. Davidson

Okay, thanks Len. And then maybe Mark a pro forma TCE north of 11%, you’ve done a great job of sort of giving guidance on your capital deployment since the recap I guess post deal. Is it possible to kind of prioritize sort of your capital deployment plans going forward?

Mark Grescovich

Yes. As you know certainly maintaining an appropriate level of capital in the organization and efficiently using our capital for our shareholders is one of our strategic priority I’ve said that before. We believe that this particular acquisition is a very positive use of capital for us especially given the return parameters that we anticipate here. So that has been beneficial. In terms of the cascade or the waterfall of other capital planning it’s very much the same. We would look to normalize the dividend getting it to the 30% to 35% pay off, we would then are continuing to look at potential opportunities to use that capital again to expand market share and then clearly we would look at other alternatives including special dividend and share buyback. So all of those items are still on the table because even under a pro forma basis as you can see we have a significant amount of capital and we still have a significant amount of reserves.

Jeff Rulis - D.A. Davidson

Okay. I appreciate it. Thanks.

Operator

And our next question is a follow-up from Jacque Chimera with KBW. Please go ahead.

Jacque Chimera - KBW

Hi again.

Mark Grescovich

Hi Jacque.

Jacque Chimera - KBW

The $14 million that in the one-time charges how do you see that playing out over the next couple of quarters?

Lloyd Baker

Jacque, this is Lloyd. Probably it will be over not the next couple of quarters so much as post closing the right cash flows and so there is normal change of controls, contract terminations for data processing that sort of thing that will be likely flow in the quarter closing through the Home books. And then there will be some ongoing expenses related to conversions and sign change and building upgrades and things like that. So it will be spread out, but as I pointed out in prepared remarks for purposes of calculating the book value dilution and the earnings accretion, the assumption in the modeling is that all of that takes place being at close.

Jacque Chimera - KBW

Okay. And would I be on track if I assume the integration will probably take place sometime during 3Q?

Mark Grescovich

I think it depends on the rapidity of how rapid we can get the regulatory approvals, but my guess is it would start begin the integration, yes, in Q3.

Jacque Chimera - KBW

Okay. And then Mark, I wondered if you might provide an update on construction lending and just where you have seen that move over the last couple of months, I know that you have had some rapid turnover in this portfolio recently?

Mark Grescovich

Well, I will just reiterate the same remarks I have had given our last earnings call and our performance through June that the construction and development portfolio continues to perform very well. Production was up approximately 30% year-over-year and we are continuing to see that type of growth rate. It’s maintaining that growth rate. So the housing market is very strong in the Northwest and getting stronger. In select markets, it’s extremely strong. And again, with the unemployment rates where they are at along with population in migration, I would see that portfolio growing slightly for Banner and our production continuing to be about a 30% growth year-over-year.

Jacque Chimera - KBW

Okay.

Operator

And our next question comes from the line of Shaun McNulty with MM Capital. Please go ahead.

Shaun McNulty - MM Capital

Hi guys. Congratulations on the transaction. Just had a couple of questions, one regarding if you could give any specifics on the regulatory approvals that required besides just the court after the shareholder vote? And then two, if there is any additional color on the price collar as mentioned in the press release with respect to the share consideration?

Mark Grescovich

Shaun, this is Mark. I will comment on the regulatory components. We have very good relationship with our regulators. We keep our regulators up to date on a quarterly basis given our business plans, capital management plans and stress testing. So we have a very good relationship with regulators. They are well aware of this transaction, telegraphed in advance. So depending on the normal cycle that will take place based on their approval process I think that it will go very well. Lloyd, if you want to comment of any additional color on the collar?

Lloyd Baker

Yes, I don’t have a lot of color on the collar. Obviously if the Banner stock price goes above $40, there will be some reduction in the number of shares that are granted in this transaction. Below $26, there is a similarly an increase and there is a $24 walk-away price.

Shaun McNulty - MM Capital

So $26 below or $24 in the upper and $24 walk-away.

Mark Grescovich

Quite honestly, it’s a very wide range in the collar. And we have been rather surprised particularly on the downside if we came into play.

Shaun McNulty - MM Capital

Okay. On the regulatory approvals, but it’s great that they had kind of a little bit of advanced notice, what actual specific approval or stamps or nods do you need though?

Mark Grescovich

Well, we are a state regulated institution under the FDIC. And we are a Fed bank holding company regulated. So we are going to need all of those approvals to come through.

Shaun McNulty - MM Capital

Got it. So the state, FDIC and the Fed bank, perfect thank you. Congrats again on the deal.

Mark Grescovich

Thank you.

Operator

There are no further questions at this time. I would now like to turn it back to management.

Mark Grescovich - President and Chief Executive Officer

Thank you, Crescent. This is Mark Grescovich. I want to thank you all for your time and interest. Again we are extremely pleased with this particular transaction. I think it’s a great source of new opportunity for Banner. We are excited to have the Home franchise as part of the Banner franchise going forward. And we think this is a very efficient use of our capital. And thank you all for your interest. We look forward to talking with you in the near future regarding the third quarter. Have a great day everyone.

Operator

Ladies and gentlemen, this concludes the Banner Corporation conference call. If you would like to listen to a replay of today’s conference, please dial 303-590-3030 or 1-800-406-7325 with access code 4642257. We would like to thank you for your participation. You may now disconnect.

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