Filed by Comerica Incorporated
Pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12
of the Securities Exchange Act of 1934
Subject Company: Sterling Bancshares, Inc.
(Commission File No. 1-34768)
Any statements in this presentation that are not historical facts are forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995. Words such as anticipates, believes, feels, expects, estimates, seeks, strives, plans, intends, outlook, forecast, position, target, mission, assume, achievable, potential, strategy, goal, aspiration, outcome, continue, remain, maintain, trend, objective and variations of such words and similar expressions, or future or conditional verbs such as will, would, should, could, might, can, may or similar expressions, as they relate to Comerica, Sterling, the proposed transaction or the combined company following the transaction often identify forward-looking statements. These forward-looking statements are predicated on the beliefs and assumptions of management based on information known to management as of the date of this presentation and do not purport to speak as of any other date. Forward-looking statements may include descriptions of the expected benefits and costs of the transaction; forecasts of revenue, earnings or other measures of economic performance, including statements of profitability, business segments and subsidiaries; management plans relating to the transaction; the expected timing of the completion of the transaction; the ability to complete the transaction; the ability to obtain any required regulatory, shareholder or other approvals; any statements of the plans and objectives of management for future or past operations, products or services, including the execution of integration plans; any statements of expectation or belief; and any statements of assumptions underlying any of the foregoing. Such statements reflect the view of management as of this date with respect to future events and are subject to risks and uncertainties. Should one or more of these risks materialize or should underlying beliefs or assumptions prove incorrect, actual results could differ materially from those anticipated by the forward-looking statements or historical results. Factors that could cause or contribute to such differences include, but are not limited to, the possibility that expected benefits may not materialize in the timeframe expected or at all, or may be more costly to achieve; that the transaction may not be timely completed, if at all; that prior to the completion of the transaction or thereafter, Comericas and Sterlings respective businesses may not perform as expected due to transaction-related uncertainty or other factors; that the parties are unable to successfully implement integration strategies; that required regulatory, shareholder or other approvals are not obtained or other closing conditions are not satisfied in a timely manner or at all; reputational risks and the reaction of the companies customers to the transaction; diversion of management time on merger-related issues; and those factors referenced in Comericas and Sterlings filings with the Securities and Exchange Commission (the SEC). Forward-looking statements speak only as of the date they are made. Comerica and Sterling do not undertake to update forward-looking statements to reflect facts, circumstances, assumptions or events that occur after the date the forward-looking statements are made. For any forward-looking statements made in this presentation or in any documents, Comerica and Sterling claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995.
In connection with the proposed merger transaction, Comerica will file with the SEC a Registration Statement on Form S-4 that will include a Proxy Statement of Sterling, and a Prospectus of Comerica, as well as other relevant documents concerning the proposed transaction. SHAREHOLDERS ARE URGED 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.
A free copy of the Proxy Statement/Prospectus, as well as other filings containing information about Comerica and Sterling, may be obtained at the SECs Internet site (http://www.sec.gov). You will also be able to obtain these documents, free of charge, from Comerica at www.comerica.com under the tab Investor Relations and then under the heading SEC Filings or from Sterling by accessing Sterlings website at www.banksterling.com under the tab Investor Relations and then under the heading SEC Filings.
Comerica and Sterling and certain of their directors and executive officers may be deemed to be participants in the solicitation of proxies from the shareholders of Sterling in connection with the proposed merger. Information about the directors and executive officers of Comerica is set forth in the proxy statement for Comericas 2010 annual meeting of shareholders, as filed with the SEC on a Schedule 14A on March 19, 2010. Information about the directors and executive officers of Sterling is set forth in the proxy statement for Sterlings 2010 annual meeting of shareholders, as filed with the SEC on a Schedule 14A on March 5, 2010. Additional information regarding the interests of those participants and other persons who may be deemed participants in the transaction may be obtained by reading the Proxy Statement/Prospectus regarding the proposed merger when it becomes available. Free copies of this document may be obtained as described in the preceding paragraph.
Combination with Sterling Bancshares
January 18, 2011
Accelerating Growth in Texas,
One of the Most Attractive Markets in the U.S.
Comerica Incorporated |
2
Safe Harbor Statement; Disclaimer
Any
statements
in
this
presentation
that
are
not
historical
facts
are
forward-looking
statements
as
defined
in
the
Private
Securities
Litigation
Reform
Act
of
1995.
Words
such
as
"anticipates,"
"believes,"
"feels,"
"expects,"
"estimates,"
"seeks,"
"strives,"
"plans,"
"intends,"
"outlook,"
"forecast,"
"position,"
"target,"
"mission,"
"assume,"
"achievable,"
"potential,"
"strategy,"
"goal,"
"aspiration,"
"outcome,"
"continue,"
"remain,"
"maintain,"
"trend,"
"objective"
and
variations
of
such
words
and
similar
expressions,
or
future
or
conditional
verbs
such
as
"will,"
"would,"
"should,"
"could,"
"might,"
"can,"
"may"
or
similar
expressions,
as
they
relate
to
Comerica,
Sterling,
the
proposed
transaction
or
the
combined
company
following
the
transaction
often
identify
forward-looking
statements.
These
forward-looking
statements
are
predicated
on
the
beliefs
and
assumptions
of
management
based
on
information
known
to
management
as
of
the
date
of
this
presentation
and
do
not
purport
to
speak
as
of
any
other
date.
Forward-looking
statements
may
include
descriptions
of
the
expected
benefits
and
costs
of
the
transaction;
forecasts
of
revenue,
earnings
or
other
measures
of
economic
performance,
including
statements
of
profitability,
business
segments
and
subsidiaries;
management
plans
relating
to
the
transaction;
the
expected
timing
of
the
completion
of
the
transaction;
the
ability
to
complete
the
transaction;
the
ability
to
obtain
any
required
regulatory,
shareholder
or
other
approvals;
any
statements
of
the
plans
and
objectives
of
management
for
future
or
past
operations,
products
or
services,
including
the
execution
of
integration
plans;
any
statements
of
expectation
or
belief;
and
any
statements
of
assumptions
underlying
any
of
the
foregoing.
Such
statements
reflect
the
view
of
management
as
of
this
date
with
respect
to
future
events
and
are
subject
to
risks
and
uncertainties.
Should
one
or
more
of
these
risks
materialize
or
should
underlying
beliefs
or
assumptions
prove
incorrect,
actual
results
could
differ
materially
from
those
anticipated
by
the
forward-looking
statements
or
historical
results.
Factors
that
could
cause
or
contribute
to
such
differences
include,
but
are
not
limited
to,
the
possibility
that
expected
benefits
may
not
materialize
in
the
timeframe
expected
or
at
all,
or
may
be
more
costly
to
achieve;
that
the
transaction
may
not
be
timely
completed,
if
at
all;
that
prior
to
the
completion
of
the
transaction
or
thereafter,
Comericas
and
Sterlings
respective
businesses
may
not
perform
as
expected
due
to
transaction-related
uncertainty
or
other
factors;
that
the
parties
are
unable
to
successfully
implement
integration
strategies;
that
required
regulatory,
shareholder
or
other
approvals
are
not
obtained
or
other
closing
conditions
are
not
satisfied
in
a
timely
manner
or
at
all;
reputational
risks
and
the
reaction
of
the
companies
customers
to
the
transaction;
diversion
of
management
time
on
merger-related
issues;
and
those
factors
referenced
in
Comericas
and
Sterlings
filings
with
the
Securities
and
Exchange
Commission.
Forward-looking
statements
speak
only
as
of
the
date
they
are
made.
Comerica
and
Sterling
do
not
undertake
to
update
forward-looking
statements
to
reflect
facts,
circumstances,
assumptions
or
events
that
occur
after
the
date
the
forward-looking
statements
are
made.
For
any
forward-looking
statements
made
in
this
presentation
or
in
any
documents,
Comerica
and
Sterling
claim
the
protection
of
the
safe
harbor
for
forward-looking
statements
contained
in
the
Private
Securities
Litigation
Reform
Act
of
1995.
Annualized,
pro
forma,
projected
and
estimated
numbers
are
used
for
illustrative
purposes
only,
are
not
forecasts
and
may
not
reflect
actual results. |
3
Strategically Compelling
A Unique Opportunity
Accelerates Comericas growth strategy in Texas
Significantly boosts Texas presence with solid deposit base and well
located branch network
Houston deposit market share triples
Entry into San Antonio market
Complements Dallas-Fort Worth locations
Enhances growth opportunities with focus on Middle Market and Small
Business
Leverages additional marketing capacity to offer a wide array of
products and services through a larger distribution channel
Timely: economic, regulatory and market environment
Maintains strong pro forma capital position
Expect seamless integration: Manageable size within footprint
|
4
Transaction Summary
Purchase Price and Structure
$10.00 per Sterling Bancshares (SBIB) share
100%
common
stock
at
fixed
0.2365
exchange
ratio
1
Transaction value
$1,027 million
Estimated Deal Economics
Break
even
in
first
full
fiscal
year
2
and
increasingly
accretive thereafter; Attractive valuation multiples
Estimated Synergies
$56 million or 35% of SBIB expenses (run rate
realized by year-end 2012)
No revenue synergies assumed
Estimated merger-related charges
$80 million after-tax (~75% to be incurred in 2011)
Deal protection
~$40 million termination fee, in certain circumstances
Approval requirements
SBIB shareholders
Customary regulatory approvals
Expected completion
By mid-year 2011
Pro forma ownership
Current CMA shareholders ~90%;
SBIB shareholders ~10%
1
Price and exchange ratio based on the 15-day average share price through
January 11, 2011 of Comerica common stock on the NYSE of $42.28
2
First full-year assumed to be fiscal year 2012; Break even analysis excludes
merger and integration costs. Additional detail can be found in the appendix
of this presentation. |
5
Founded: 1974 in Houston, TX
Operating in key Texas metropolitan markets
Houston, Dallas-Fort Worth and San Antonio
Total Assets: $5.2 billion
Loans: $2.8 billion
Total Deposits: $4.3 billion
Noninterest bearing: $1.3 billion
Employees: 946
Branches: 57
Sterling Bank Highlights
At December 31, 2010
Source: Company Reports and SNL Financial
1
Based on Deposits at 6/30/10
6th
largest
U.S.
bank
with
headquarters
in
Texas
1 |
C&D $2.3B
6%
Residential
Mortgage &
Consumer
$3.9B 10%
C&I $24.3B
60%
CRE-Owner
Occupied
$7.8B 19%
CRE $1.9B
5%
6
Opportunity to Leverage C&I Expertise
As of December 31, 2010; $Billions
CRE: Non-owner occupied Commercial Real Estate; C&I: Commercial and
Industrial includes Lease Financing and International Loans; C&D:
Construction and Development Residential
Mortgage &
Consumer
$0.4B 15%
C&I $0.6B
23%
C&D $0.2B 8%
CRE- Owner
Occupied
$0.6B 22%
CRE $1.0B
32%
Sterling Bank
$2.8B Loans
Comerica Bank
$40.2B Loans
Comerica Bank
Texas Market
$6.8B Loans
C&D $1.0B
14%
Residential
Mortgage &
Consumer
$0.4B 7%
C&I $4.3B
63%
CRE-Owner
Occupied
$0.8B 12%
CRE $0.3B 4% |
7
Attractive Deposit Mix
Time
$0.7B 17%
Non-
interest
bearing
$1.3B 31%
Money
Market,
NOW &
Savings
$2.2B 50%
Brokered
CD
$0.1B 2%
Sterling Bank
$4.3B Deposits
As of 12/31/2010; $Billions
Money
Market,
NOW &
Savings
$2.3B 40%
Time $1.2B
22%
Non-
interest
bearing
$2.2B 38%
Money
Market,
NOW
&Savings
$19.0B 47%
Time $5.9B
15%
Non-interest
bearing
$15.6B 38%
Comerica Bank
$40.5B Deposits
Comerica Bank
Texas Market
$5.7B Deposits
4Q10 Interest-bearing deposit costs:
40 basis points
54 basis points
76 basis points |
S&P Case Shiller
Existing Home Prices 0
50
100
150
200
Comp-20
Dallas
8
Among the strongest economies in U.S.
Ranked
#2
in
the
U.S.
by
State
GDP
1
More Fortune 1000 companies than any other
state
Moderate taxes and business-friendly
environment attracts companies
Shorter and shallower downturn and
recovering faster than the nation
Unemployment
rate
of
8.3%
2
;
U.S.
9.4%
2
Texas job growth rate for 2010 is 2.3%,
national
average
is
0.9%
2
Home prices relatively stable
Population growth (2000 -
2010) provides
excellent opportunities for economic
expansion
Houston
+
27.6%
3
Dallas-Fort
Worth
+
26.7%
3
San
Antonio
+
23.4%
3
Texas Highlights
1
Source: Bureau of Economic Analysis
2
Source: Bureau of Labor Statistics as of 11/30/2010 for Texas and 12/31/2010 for
U.S. 3
Source: SNL
Ten-Year Population Growth: Texas vs the U.S.
0%
5%
10%
15%
20%
25%
30%
1920
1930
1940
1950
1960
1970
1980
1990
2000
2010
Texas
U.S. |
9
Expanding in Attractive Markets
Houston
San Antonio
Austin
Fort Worth
Dallas
Sterling Bank Branch
Comerica Banking Center
Source: SNL Financial as of 06/30/2010
Rank and share % data not provided for San Antonio Market as it includes branches
in Kerrville. San Antonio and Kerrville are not listed in SNL
Financial as a combined MSA 2
Deposits
Branches
$mm
Rank
Share %
Texas Market
CMA
94
5,230
10
1.18
SBIB
60
4,142
13
0.94
Pro forma
154
9,372
6
2.12
Houston MSA
CMA
34
1,389
12
1.15
SBIB
33
3,269
6
2.70
Pro forma
67
4,658
6
3.85
Dallas -
Fort Worth MSA
CMA
49
3,460
5
2.31
SBIB
13
266
45
0.18
Pro forma
62
3,726
5
2.49
Entry into San Antonio Market
CMA
0
0
SBIB
14
607
Pro forma
14
607
Austin MSA
CMA
11
381
11
1.66 |
10
Accelerating Geographic Balance
As of December 31, 2010
Pro forma
Combined
CMA
SBIB
Assets
$53.7B
$5.2B
$58.9B
Loans
40.2
2.8
43.0
Deposits
40.5
4.3
44.8
Revenue (4Q10)
$620M
$48M
$668M
Branches
444
57
501
Texas Branches
95
57
152
Employees
9,001
946
9,947
Florida
$57M
2%
Int'l
$108M
4%
Other Markets
$227M
8%
Texas
$611M
20%
Western
$774M
26%
Midwest
$1,213M
40%
2010 Year-to-Date
Pro Forma Revenue
By
Market
Segment
1
Source: Company reports
1
As of December 31, 2010: CMA YTD revenues (FTE) of the major geographic markets
of $2.8 billion ($2.4B including Finance & Other Businesses);
Geography based on office of origination; Midwest includes: MI, OH, IL; Western includes: CA, AZ, NV, CO, WA; Other Markets
include markets not separately identified above in addition to businesses with a
national perspective |
11
Thorough Due Diligence
Conservative
Gross
1
Loan
Marks
$ in Millions; CRE Wholesale includes CRE mortgages referred by other financial
institutions; CRE Other includes office, retail, hospitality, multifamily,
warehouse, 1-4 family. 1
Excludes
$77
million
allowance
for
loan
losses;
2
Estimated
losses
and
portfolio
breakdown
is
based
on
Comerica
credit
due
diligence and may not reconcile to the 4Q10 data on slide 6
3
SBIB
cumulative
losses
based
on
total
net
charge-offs
as
a
percentage
of
average
loans
1/1/08
through
12/31/10
of
$3,267
million
Assisted by local market insight
into customers and competitors
Loan Review
25 person CMA evaluation team
Reviewed 96%
of nonperforming
loan outstandings; 92%
of special
mention and substandard; and 43%
of pass credits
CMA has extensive credit quality
review experience
In-depth review of:
Investment portfolio
Deposit composition
Branch locations
Extensive Review Process
As
of
12/31/10
2
SBIB
Est.
Loss %
Est.
Loss $
C&I
$623
4.0%
$24
CRE Owner occupied
335
7.6
26
CRE Wholesale
366
16.3
60
CRE Construction (C&D)
220
28.4
63
CRE Other
811
13.7
111
Consumer/Resi
Mortgage
397
11.6
46
Total
$2,752
12.0%
$330
Cumulative credit losses taken
1/1/08
through
12/31/10
3
3.7%
120
Total estimated credit
losses 15.7%
through the cycle
$450 |
12
Continued Capital Strength
Tier I Common Capital Ratio at
September 30, 2010
1
On a pro forma basis:
Remain among the best
capitalized in peer group
Quality of capital is solid
with Tier 1 consisting of
99% common equity
Strong capital supports
future growth
Pro forma 12/31/10 Tier 1
Capital
Ratio
10.0%
Source: SNL Financial
1
See Supplemental Financial Data slide for reconcilements of non-GAAP financial
measures Peer Median = 7.83%
5%
6%
7%
8%
9%
10%
MTB
MI
FITB
HBAN
USB
RF
STI
KEY
ZION
BBT
PNC
CMA |
13
Integration Plan: Expect Seamless Transition
Familiar markets and business lines
Preserve customer relationship capabilities
Experienced credit workout group to manage
nonperforming portfolio
Risk management and pricing governance convert to
Comerica standards
Plan to convert systems to common technology and
operations platform in 4Q11 |
14
Fits Comericas Main Street Bank Strategy
Accelerates growth in Texas urban markets
Nearly doubles branch presence in Houston
Entry into San Antonio market
#6 largest deposit market share in state
Financially attractive
Expect
to
be
break
even
in
first
full
year
1
and
increasingly
accretive
thereafter
Conservative assumptions (synergies and credit marks)
Price/Tangible Book Value of about 2.3x and deposit premium of about
17% --
fair value consistent with recent Texas healthy bank transactions
Expect seamless integration
Size: Manageable
Location: Within footprint
Culture: Business banking
Maintains strong capital position
Pro
forma
12/31/10
Tier
1
Capital
Ratio
10.0%
1
First full-year assumed to be fiscal year 2012; Break even analysis excludes
merger and integration costs |
Appendix |
Transaction Economics
2.3x
Price/Tangible Book Value
$276
Adjusted Tangible Book Value
3.7x
Price/Adjusted Tangible Book Value
(89)
Tax Impact @ 35%
(77)
Sterling
Allowance
for
Loan
Losses
1
164
Net Loan Mark Adjustment
$440
Sterling Tangible Book Value
$330
Estimated
Future
Loan
Losses
2
(182)
Less:
Goodwill
&
Intangibles
1
$622
Sterling
Total
Shareholder
Equity
1
$1,027
Purchase Price
Purchase price reflects:
Scarcity value
only two unassisted
acquisitions of banks with >$5 billion
assets in Texas in the past 7 years and
only 4 other public Texas headquartered
U.S. banks with assets >$5 billion
remaining
Texas economy
one of the strongest
and largest economies in the U.S.
Price to adjusted tangible book multiple
reflects low book value resulting from the
conservative credit marks
Estimated goodwill of $745MM reflects
purchase price less tangible book value at
close, as well as additional accounting
adjustments to fair value all assets and
liabilities
$ in Millions (MM); This analysis is based on estimates at the time of transaction
announcement (January 18, 2011). 1
At December 31, 2010
2
Estimated losses based on Comerica credit due diligence
16 |
Sterling Bancshares Financial Highlights
2006 FY
2007 FY
2008 FY
2009 FY
2010 FY
Period Ended
12/31/2006
12/31/2007
12/31/2008
12/31/2009
12/31/2010
Total Assets
4,118
4,536
5,080
4,937
5,192
Total Net Loans
3,101
3,384
3,745
3,170
2,678
Total Deposits
3,335
3,674
3,819
4,095
4,257
Revenue
203.0
221.8
239.1
227.6
202.1
Noninterest Expense
130.3
138.4
152.6
160.9
159.0
Net Income
45.8
53.0
38.6
(13.0)
0.7
ROAA (%)
1.18
1.22
0.80
(0.26)
0.01
ROAE (%)
12.66
11.77
7.58
(2.18)
0.11
Net Interest Margin (%)
4.90
4.77
4.55
4.22
3.70
Tier 1 Capital (%)
8.64
9.05
12.14
11.61
15.44
Asset Quality (%)
NAL&90+PD&OREO/Assets
0.39
0.56
2.00
2.42
3.28
NCOs/ Avg Loans
0.20
0.09
0.40
1.72
1.48
Loan Loss Reserves/ Gross Loans
1.02
1.01
1.30
2.30
2.80
Source: SNL Financial and company report
$ in millions
NAL&90+PD&OREO: Nonaccrual Loans & Past Due Loans & Other Real
Estate Owned 17 |
Supplemental Financial Data
Reconciliation
of
non-GAAP
financial
measures
with
financial
measures
defined
by
GAAP
($
in
millions)
The
Tier
1
common
capital
ratio
removes
preferred
stock
and
qualifying
trust
preferred
securities
from
Tier
1
capital
as
defined
by
and calculated in conformity with bank regulations.
The Corporation believes these measurements are meaningful measures of capital
adequacy used by investors, regulators, management and others to evaluate
the adequacy of common equity and to compare against other companies in the industry.
1
Regulatory Capital, Tier 1 Capital and risk-weighted assets as defined and
calculated in accordance with regulation. Comerica
9/30/10
Total Regulatory Capital
$8,566
Tier
1
capital
1
Less: Fixed rate cumulative perpetual preferred stock
Less: Trust preferred securities
$5,940
--
--
Tier 1 common capital
Risk-weighted
assets
1
Tier 1 common capital ratio
5,940
59,608
9.96%
18 |
19
Additional Information For Shareholders
In connection with the proposed merger transaction, Comerica will file with the
Securities and Exchange Commission (the SEC) a Registration
Statement on Form S-4 that will include a Proxy Statement of Sterling,
and a Prospectus of Comerica, as well as other relevant documents
concerning the proposed transaction. SHAREHOLDERS ARE URGED 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.
A free copy of the Proxy Statement/Prospectus, as well as other filings containing
information about
Comerica
and
Sterling,
may
be
obtained
at
the
SEC's
Internet
site
(http://www.sec.gov).
You
will
also
be
able
to
obtain
these
documents,
free
of
charge,
from
Comerica
at
www.comerica.com
under the tab "Investor Relations" and then under the heading "SEC
Filings" or
from
Sterling
by
accessing
Sterlings
website
at
www.banksterling.com
under
the
tab
"Investor
Relations" and then under the heading "SEC Filings."
Comerica and Sterling and certain of their directors and executive officers may be
deemed to be participants in the solicitation of proxies from the
shareholders of Sterling in connection with the proposed merger.
Information about the directors and executive officers of Comerica is set forth in
the proxy statement for Comericas 2010 annual meeting of shareholders, as
filed with the SEC on a Schedule 14A on March 19, 2010. Information about
the directors and executive officers of Sterling is set forth in the proxy
statement for Sterlings 2010 annual meeting of shareholders, as filed
with the SEC on a Schedule 14A on March 5, 2010. Additional information regarding the
interests of those participants and other persons who may be deemed participants
in the transaction may be obtained by reading the Proxy
Statement/Prospectus regarding the proposed merger when it becomes
available. Free copies of this document may be obtained as described in the
preceding paragraph. |
|