Good morning. Welcome to this call to discuss Citizens Financial Group's acquisition of Investors Bancorp, which was announced earlier this morning. Today's call is being recorded. My name is Brad. I'll be your operator today. Currently, all participants are in listen-only mode. Following the presentation, we will conduct a question and answer session. Now I'll turn the call over to Kristin Silberberg, Executive Vice President, Investor Relations. Kristin, you may now begin.
Thank you, Brad. Good morning, everyone, and thank you for joining us. First this morning, our Chairman and CEO, Bruce Van Saun, and CFO, John Woods, will offer some comments on the acquisition, referencing a presentation which, along with our joint press release issued earlier this morning, you can find on our investor relations website. A replay of this call will also be available on the website. After the presentation, we'll be happy to take questions. Brendan Coughlin, Head of Consumer Banking, Don McCree, Head of Commercial Banking, and Malcolm Griggs, our Chief Risk Officer, are also here to provide additional color. Our comments today will include forward-looking statements, which are subject to risks and uncertainties that may cause our results to differ materially from expectations. These are outlined for your review on page two of the presentation.
I also refer you to Citizens' and Investors' filings with the SEC, including the risk factor disclosures in their respective Form 10-Ks and 10-Qs. Citizens and Investors will also be filing materials related to the proposed transaction with the SEC. We urge you to read those materials once they are available. These additional materials can be obtained free from the SEC's website and from each company's website. In addition, Investors and its directors and executive officers may be deemed to be participants in any solicitation of proxies in connection with the proposed merger. Additional information will be contained in the proxy statement to be filed by Investors and prospectus to be filed by Citizens with the SEC. With that, I will hand it over to Bruce.
Thanks, Kristin. Good morning, everyone, and thanks for joining our call today on short notice. You've obviously seen the announcement this morning about the acquisition of Investors Bancorp. This is an important acquisition for us, and it is particularly compelling when you consider it along with the acquisition of HSBC's East Coast branches and national online deposits that we announced in May. Simply stated, these transactions fit together well. A great one to two punch, so to speak. HSBC provides us with an initial entry into the important New York City Metro, Washington, D.C., and South Florida markets, adding a sizable customer base and a solid deposit franchise. HSBC's net $7 billion deposit position adds to Citizens' robust liquidity and provides the funding flexibility to facilitate the acquisition of Investors and support strong and prudent loan growth.
Together, the two franchises bring roughly 1 million new customers to the bank and provide a perfect link, filling the corridor between our strong New England footprint and Philadelphia, where we are already deeply ingrained in the communities we serve. With the completion of these two deals, Citizens becomes a meaningful competitor in the New York City market, jumping into a top 10 deposit position among retail and commercial banks, and we enhance our strong position in Philadelphia. New York City alone represents about 5% of the country's GDP and includes 2.5% of the U.S. population. When you add in New Jersey, Philadelphia, Washington, D.C., and South Florida, that climbs to about 13% of GDP and nearly 9.5% of the population.
When you step back, you see that the Investors and HSBC presence span some of the most attractive markets in the U.S. while providing a solid base from which to advance our digital-first national expansion strategy, giving us a strong foundation to drive further growth and to gain scale. We have a great opportunity here to deliver our uniquely diverse consumer lending and wealth capabilities and our broader commercial lending, capital markets, and advisory capabilities to this large new client base and expand our business in one of the most vibrant retail and commercial banking markets in the United States. We'll do this all from a position of financial strength. We expect the Investors acquisition to deliver an estimated IRR of over 23% and meaningful EPS accretion.
As you all know, our objective since the IPO has been to become a top-performing regional bank that delivers well for our stakeholders. Importantly, adding Investors accelerates the achievement of our medium-term financial goals by improving our ROTCE and our overall efficiency. We're confident in our ability to execute the integrations of HSBC and Investors. From a leadership perspective, we're happy to welcome Kevin Cummings, Investors Chairman and CEO, and Michele Siekerka, a member of Investors' board, to the Citizens board when we close the transaction. In order to ensure a smooth transition, our integration teams will be led by Dom Cama, Investors President, and Mary Ellen Baker, our Head of Business Services, and will include key members of both companies' management teams. Our business leaders have a lot of experience managing through change.
You'll recall how much progress we've made at Citizens in transforming our technology infrastructure and driving continuous improvement through several successful TOP programs. We have a very experienced management team, many of whom have come from money center banks, large technology firms, and other companies where they have experience with integrations and complex projects. Since our IPO, we have successfully implemented six major TOP efficiency programs. We've transformed our product and service capabilities, and we've completed five acquisitions, including Franklin American, Clarfeld, and a handful of commercial banking advisory firms. Step by step, we are executing a deliberate long-term strategy to become a top-performing bank. With the muscle we've built in this organization, I'm confident we can execute the integrations of both HSBC and Investors while remaining focused on delivering excellent service to our customers and executing on our important strategic initiatives.
Before I hand the call over to John, I'd like to welcome the Investors team members to Citizens. I think you're going to find that our companies are an excellent cultural fit. We already share a very deep commitment to the Philadelphia community, and we are looking forward to opening new possibilities with you in New York Metro and across New Jersey. With that, let me turn it over to John.
Thanks, Bruce. Good morning, everyone. Let's start on page three. As Bruce mentioned in his remarks, there are many reasons we and Investors are excited about bringing our two companies together. Investors fits neatly as the missing puzzle piece covering the incredibly attractive markets in our physical footprint between New England and the Mid-Atlantic. The economics of the transaction are very appealing. We expect to generate strong returns with an IRR over 20% and a 13% return on invested capital. The transaction will be immediately accretive to EPS, with accretion of 6.4% expected in 2023. Adding in the benefit of HSBC, the accretion rises to 8.8%. We have identified about $130 million in annual cost savings, which is 30% of Investors' estimated 2021 expense base and is net of additional expenses for investments in marketing, where we need to promote the Citizens brand and upgrading technology capabilities.
The EPS accretion and other deal metrics reflect the phase-in of the savings, with about 50% realized in 2022 and virtually all of the cost savings in the run rate by 2023. Importantly, the transaction accelerates our achievement of long-term financial goals by improving our ROTCE by about 120 basis points and our efficiency ratio by about 270 basis points. Also, we have structured the transaction to be neutral to the CET1 ratio with modest tangible book value per share dilution of about 2.6% and a very reasonable 2.5 year earn-back. This assumes $400 million of total pre-tax merger costs are 100% incurred at close. In addition to the financial benefits, the transaction advances our overall commitment to the Northeast and expands upon our recently announced HSBC acquisition. The integration of our combined consumer and commercial platforms will provide ample opportunities for strong household growth, lending, and advisory revenues.
While there are always challenges integrating large organizations, we've done extensive due diligence which will help us as we plan the details. Given the straightforward nature of Investors' business model and the resources we are dedicating, we feel confident that the integration will go smoothly. Moving to slide four, I'll cover some of the key terms of the transaction. The purchase price is about $3.5 billion using a mix of shares and cash. The share exchange ratio is fixed such that Investors' shareholders will receive 0.297 of a share of CFG common stock plus $1.46 in cash for each Investors share they own. From a governance perspective, both our boards have unanimously approved the transaction, and we expect to close in Q1 or Q2 following approval by Investors' shareholders and regulatory approvals. For those of you that are less familiar with Investors, slide five provides a snapshot.
With a total of $27 billion in assets, Investors is number seven in New Jersey by deposits. What's really powerful is their presence around New York City and Philadelphia. These are some of the most attractive markets in the U.S., with a well-educated workforce and above average household and per capita income, particularly in the more affluent areas around New York City and Philadelphia. New Jersey has the third largest share of professionals in the country and the highest share in the Northeast. Importantly, Investors has about 200,000 customers, and they share our deep commitment to their communities. Slides six and seven show you what the combination of Citizens, HSBC, and Investors looks like on a pro forma basis. You can clearly see on the map on slide six the added presence of HSBC and Investors from New York to Philadelphia.
This will give us a much broader opportunity to further penetrate the New York Metro market while enhancing our leadership position in Philadelphia. On slide seven, you can see how the one-two punch of HSBC and Investors is part of a strategic approach to expanding in the region. HSBC was the first step, bringing an initial substantial physical presence in the greater New York Metro area and a strong low-cost deposit franchise with a large customer base. This provided the funding flexibility to move forward with Investors. Investors adds to HSBC's branch presence with its attractive middle market and small business customer base and strong customer-oriented branch-based teams.
Beyond the obvious financial benefits of adding HSBC and Investors to the mix, I don't think you can overstate the convenience that the Investors and HSBC networks provide for each other's legacy customers when combining their roughly 200 branches in the New York area. As Bruce mentioned, you can see on slide eight how the combination of HSBC and Investors propels us to a top 10 deposit ranking in New York. Virtually overnight, we will become a meaningful player in New York with the scale and presence to compete for a greater share of business in the largest metro market in the United States.
You can really see how the low-cost HSBC deposit base, with its 9 basis point cost of deposits, provides the opportunity to replace higher cost funding in the combined balance sheet. Following the close of the Investors transaction, we will move to further optimize our funding profile. With the migration of Investors customers to Citizens platform, we will optimize our deposits, costs, and mix, leveraging our pricing and product set capabilities. Moving to slide nine, you'll see that Investors and HSBC will add about 20% to the size of our loan portfolio. We will remain very well-diversified, with a modest increase in the size of the CRE portfolio from Investors. Looking more closely at Investors' CRE portfolio on slide 10, the largest component is the multifamily book, which is a well-diversified and granular portfolio focused on B-class properties with good risk-return dynamics.
The remainder of the CRE portfolio is also a granular portfolio focused in local markets where Investors has a long history of supporting its customers and community stakeholders. On slide 11, we are really excited to go on offense with our full suite of consumer and commercial capabilities and take advantage of the benefit of enhanced brand recognition and physical presence in the HSBC and Investors footprints. On the consumer side, we expect a substantial lending and fee opportunity as we deploy our diverse suite of lending and wealth products across these attractive markets. We also expect to improve household growth and retention with enhanced branch sales efficiency and customer experience. On the commercial side, we will expand our middle market and small business lending and fee opportunities as we deliver our market-leading capital markets and treasury solutions capabilities across the client base in the region.
Investors' local market expertise and personal touch will align well with Citizens' customer-focused approach to providing personalized service and trusted advice. Importantly, we believe there is some nice financial upside since we have not included incremental revenue synergies in our estimates of the Investors transaction financial benefits. Moving to slide 12, over the last few weeks, we've been engaged in a comprehensive due diligence review designed to ensure we thoroughly assess every critical area of Investors. I want to thank the Investors team for being so helpful throughout this process. One key area of focus for us was credit, where about 30 of our most seasoned credit risk professionals examined Investors' loan book, particularly focused on areas of perceived higher risk and concentration, such as their larger client relationships, commercial real estate, and other parts of the portfolio that may have been under added stress due to the pandemic.
With respect to the commercial portfolio in particular, our team performed a significant loan file review with analytical coverage of the entire loan portfolio, including a review of delinquency and forbearance data across the portfolios. We also reviewed all loans over $5 million that were low pass or criticized. As a result, we are comfortable that we understand the risk in their portfolio. After completion of the process, we expect to take a credit mark on the Investors portfolio of $325 million, or approximately 1.48%. In addition, there is a CECL double count of about $160 million that is fully included in the numbers we present. We also expect a net interest rate markup for loans as well as other balance sheet categories of $180 million.
This results in a net positive mark overall of approximately $20 million, which will be amortized in over approximately the next five years, which varies by balance sheet category. Therefore, the impact on EPS accretion of 6.4% for 2023 is minimal. Beyond credit, we completed due diligence for key risks, including legal, BSA, AML, compliance, market, liquidity, cyber, and operational risks. Our due diligence process was deliberate and thorough and confirmed that Investors is a well-run franchise. I also want to reiterate that we have a high degree of confidence in our ability to successfully integrate both acquisitions, and over time deliver the same strong offerings and financial performance in these geographies as we do in the other major metro areas that we serve. We know these markets well, and the business models are relatively straightforward and consistent with our core capabilities.
It's worth noting that we share several commercial platforms with Investors, including a common client relationship platform. We also have substantial overlap with some of the vendors we use for important areas across deposits and lending, so we are very familiar with those platforms and the transition requirements. Moving to slide 13, I'm proud to say that both Citizens and Investors share a deep commitment to serving our customers, supporting our colleagues and communities, and moving forward with our ESG priorities. Through the Investors Foundation, they have made a significant impact through generous contributions to civic-minded organizations in New Jersey, New York City, and Long Island. We look forward to joining their efforts and continuing to foster strong ties to the community. In closing, I want to reiterate why we are so excited about this transaction.
First, the financial metrics are very attractive, with immediate EPS accretion and strong returns that are well above our cost of capital. The ROTCE and efficiency uplift are compelling and accelerate the achievement of our medium-term financial goals. When combined with HSBC, the physical presence in attractive markets and the large current and potential customer base open very significant opportunities for us to advance our strategic agenda in the region and nationally. With that, I'll hand it back to Bruce.
Okay. Thanks, John. Brad, why don't we open it up for Q&A?
Thank you, Mr. Van Saun. We are now ready for the Q&A portion of the call. Ladies and gentlemen, if you wish to ask a question, please press one then zero on your telephone keypad. You may withdraw your question at any time by repeating the one then zero command. If using a speakerphone, please pick up your handset before pressing the numbers. Once again, if you have a question, please press one then zero at this time. One moment please for our first question.
Our first question comes from the line of Ryan Nash with Goldman Sachs. Please go ahead.
Hey, good morning, Bruce. Good morning, John.
Morning.
Bruce, I think many of us know that ISBC had previously been for sale. Can you maybe just give us some color on the deal process? Was it a competitive bid? Second, when you look at the CFG product offering in terms of loans and deposits, it does look somewhat different than ISBC. Maybe can either you or John expand on John's comments about your ability to transition the balance sheet over time, and what you envision it looking like over the medium- term, and do you see significant run-up in that portfolio? Thanks.
Yeah. Sure, Ryan. To us, the important first step that we wanted to take to really go after the New York Metro opportunity was the HSBC branch acquisition and also securing the online deposits and then presence in Washington and Florida. That, to us, was very attractive. It was well-priced, and it brought a very low-cost funding base, which is about 9 basis points on a net $7 billion of funding. Once we secured that, it made a lot of sense to us to initiate conversations with Investors and see if we could create the so-called one to two punch. Because what Investors brings is it certainly thickens the branch footprint, brings more consumer customers, but also brings a very attractive small business and middle-market customer base as well.
We saw that as a great opportunity, and were able to, over time, reach agreement on terms that I think are good for both sides and also get general agreement on how these things will fit together and what our future strategy should be. I do think we anticipate that we can leverage what we offer, what we've done successfully in Boston and Philadelphia markets in terms of our consumer banking offerings. We have a great digital-first customer experience that we've developed. We offer great advice to customers. We have a very full product set across all major lending categories. We'll be able to do more with both these customer bases over time, and hopefully turn New York into something as successful as we have in Boston and Philadelphia. Similarly, this works for the commercial side as well.
We have some corporate coverage bankers working out of New York, but this will certainly amplify our branding and our presence in the region and then allow us to bring many of the products and services we've developed for customers from small business up to bigger mid-corporates to bear with this customer base and give us, I think, an ability to grow market share in the region. We like all those aspects of the deal. In terms of the balance sheet, we have somewhat more commercial real estate on Investors' balance sheet than we have on ours, but I don't think that's an exception broadly if you look at banks in this size category. We're comfortable with the risk in how they've invested in commercial real estate.
I think over time, you'll see commercial real estate become a smaller element of the balance sheet as we grow the consumer lending areas and also as we expand in the commercial side of the house. Investors has been on that journey. They've been migrating away from commercial real estate. They've been growing C&I. I think we can help accelerate that, and then we can bring commercial lending opportunities to the customer base that they currently don't offer. Maybe I'll just turn it over for John, and he can talk a little more about the second part of your question on the balance sheet. John?
Yeah. Thanks. Good question, Ryan. I think really you would see us migrate both sides of the balance sheet on a sort of target balance sheet basis. On the asset side, you heard from Bruce. I guess I'll call it the back book and the front book. I think we expect that the front book originations going forward will look different than what the back book is that we're going to be inheriting at close. I'd say you'll see a lot more emphasis and mix in the front book on C&I over time as we build out playbook and bring our vast and diverse capabilities in the commercial business under Don to the region, marrying with their relationships. Same on the consumer lending side. I think you'll see much more of a balance between consumer and commercial.
Still an orientation towards commercial, but still a much more of a balanced go-to-market approach on the front book with consumer lending and commercial on the asset side. On the liability side of things, similar concept. They're a little lower weight non-interest bearing than we are. They've got some deposit categories that we would probably it'll look differently in the front book. We've had the leading growth in non-interest-bearing deposits over the last several years versus peers. You'll see much more non-interest-bearing deposits, much more lower cost deposits, relationship-based deposits. You'll see cost of deposits converge to where we are over time with their deposit mix converging to where we are over time. It can't be underestimated how the opportunistic HSBC acquisition really fueled the ability to do this from day one. That gives us a huge jumpstart towards the target balance sheet.
Last point I'll make is that, as you may know, the Investors balance sheet is liability sensitive. You can look at that coming on as a way to our asset sensitivity is around 10.7% right now. There's some asset sensitivity there to monetize that works very nicely as well with customers on the other side.
Got it. Thanks for all the color there. I was about to ask you on the combined rate sensitivity, so maybe I'll go in a little bit different direction. John, I think you talked about CET1 being neutral. Can you maybe just talk about how buybacks and capital management are factored into the equation here? I'm assuming it's safe to say that we are on hold until the deal closes. How do you anticipate managing CET1 in the short and intermediate term? Thanks.
Yeah. A couple of quick points. Bruce may add here, but first, after shareholder vote, we can open up. We don't have to wait till close on buybacks. Just a minor clarification there. Because it's CET1 neutral, it really maintains all the flexibility we had pre-deal that really would run the same waterfall where our focus is on organic deployment of capital and maintaining our dividend at the top tier. We look at additive and compelling fee-based bolt-ons that have always been part of our story, and for which we've mentioned that there's an opportunistic pipeline that remains there. We're into buybacks. Given the fact that we really haven't levered the CET1 ratio as a result of this deal, all that flexibility remains, and it's part of one of the attractive parts of the deal that we wouldn't have to step off.
If loan growth is much higher, maybe buybacks be a little lower. If loan growth is a little lower, maybe buybacks will be a little higher. We're back with the ability to move forward with that subsequent to shareholder approval.
Got it. Thanks for all the color.
Okay.
Our next question comes from the line of John Pancari with Evercore ISI. Please go ahead.
Morning.
Hi.
Morning.
Just to follow up on the balance sheet positioning. Just to confirm, based upon what you just walked through, you have no planned actions then on the balance sheet repositioning in terms of deliberate portfolio runoff or portfolio sales or any other type of business exits?
No, there's no planned exits. It'll be over time, the front book profile looking different than the back book, and we'll migrate the profile over time to more C&I and more consumer lending, but still with a commercial and overall commercial weight, which will keep our profile on a pro forma basis, on a combined basis, about equal weight, 50/50 commercial consumer, maybe with a tiny bit more commercial given the addition of Investors.
Okay, got it. Secondly, I know you indicated that the cost saves are net of investments that you plan on the technology and marketing branding side. Can you quantify what those investments are that have been factored into the $130 million of cost saves? Separately, are there any other costs that could come about in terms of investing in the business as you integrate? Thanks.
I'll take that. John can maybe add to it. Fundamentally, John, we wanted to make sure when we thought about the transaction that we're going into a new region and we're going to have to step up and enhance our brand image in the region. That's one of the things that we allotted additional spend for. Further, we also want to make sure that we have upgraded some technology capabilities to sync up with us. That's probably the other big thing. The gross saves are closer to 35%, roughly. There's I'd say a 5%-ish reinvestment that comes as a slight dis-synergy, a slight offset, but we're pegging the net synergies at 30% and have confidence that we can deliver that. John, is there anything you want to add?
No, I think that's well said. I'd say that over time, you were also asking, John, whether there's additional investments we might consider. Yeah, I think that's all in the category of if we want to invest in the region and to really turbocharge revenue synergies, et cetera. All of that's outside and would be exciting to be able to consider and move forward on with and would have excellent return metrics and business cases in and of themselves.
Yeah.
This is a recurring built-in cost on top of their recurring built-in cost base. It's a meaningful addition of around 5% or so to their expense base to really enhance our capabilities in marketing that we think will be needed to enhance our brand.
Yeah. To that point, John, we have not factored in revenue synergies. If this deal is really going to be a great one and be a home run, ultimately we want to really penetrate the opportunity in the region. That will require down the road additional investment in product marketing to gain customers or to gain cross-sell. We have the playbook on that. We've been doing that in the rest of our footprint, feel quite confident that we'll have success there. That's the aspiration ultimately is to really become a very competitive force in the region through these two acquisitions.
Got it. All right. Thanks for taking my questions. Appreciate it.
Yeah.
We do have a question for the line of Ken Usdin with Jefferies. Please go ahead.
Hey, thanks. Good morning, guys. Just a couple follow-ups on the right side of the balance sheet. Given the Investors historically more thrift-like orientation. In past thrift-like deals, we've seen a good amount of just natural runoff of what were often single product type customers. Given that they do have that higher cost of funds, just how do you intend to try to manage that, retain the customer base? I know you have the HSBC flexibility to be able to kind of mesh that all together from a Citizens top-down perspective. How do you think about that, and how do you kind of balance retention and attraction to the Citizens franchise vis-a-vis the existing customer base?
Thanks, Ken. Good question on that. A couple of thoughts I would add. When you think about HSBC's nine basis points cost of funds, and if you look at HSBC plus Investors, those two together, and I guess their loan-to-deposit ratio is about 20-some% on HSBC side, and I think it's 107 or somewhere around that on the Investors side of things. You put them together, that sort of pro forma bank that's going to be brought into our platform in early 2022 has an 80% LDR, which is spot on top of where we are. Even without massive runoff, you just put them together, and they're already at 80% LDR. That allows us lots and lots of flexibility to reshape the front book such that we've been developing deposit analytics ever since the IPO to try to converge our deposit costs to peers.
I think that it's our expectation that by the end of this year, we'll get there on the legacy CFG platform. We're going to take that playbook and run the same playbook that we've been running over the last three to five years and do the same for Investors. HSBC's already there. We can really just sort of see a very straightforward path to migrating deposit mix up from non-interest-bearing, which I think in Investors is closer to 20%, up to our level, which is near 30%, and getting the deposit costs converged over time to our level, not diluted. Our expectation is that we will not be diluting our deposit costs or mix as a result of these two acquisitions in early 2022, and that's exciting to be able to do on the right side of the balance sheet.
That's our plan, and I think Bruce may want to add.
Yeah. One thing I'd add to that, Ken, is that we do like the demographics of the customer base. They skew towards mass affluent, given the regions that Investors serves. That's really our sweet spot in terms of the offerings that we have for the rest of the footprint. We think there's real potential there to deepen relationships with the customer base over time. Brendan, I don't know if you wanted to add anything as to kind of where you see the opportunities.
Yeah. I'd just say that in the markets that Investors is in, John's comment about front book and back book is an important dynamic to understand that we expect to grow households in the market, which should give further growth potential for low-cost deposits to reshape the balance sheet. Our diversified capabilities is significantly different than both HSBC and Investors' core offerings. We should be able to lever that to not only deepen but also to solidify these relationships and reengage these customers in a very different way where maybe some of them had multiple banking relationships given the lack of diversity in some of the product offerings. Citizens coming into the market, I think, can have a very attractive offering to not only grow but solidify and deepen with these customers.
We've got a lot of confidence that, as John and Bruce both pointed out, that the playbook that we've developed is well-tested, and we think we'll get some medium-term revenue synergies that aren't baked into this model. We've got a lot of confidence on that.
Great. John, one follow-up on the numbers. You mentioned that all of the items were included in your math. I was just wondering if you could just detail it a little bit more, how much of the restructuring charges or the day two provision is baked into your tangible book estimate, and actually, that's the question.
100% of the merger charges and 100% of the day two CECL double count are baked into our dilution calculation and going forward.
Okay. Sorry, I forgot one more on the right side, if you don't mind. Do you also have the ability on the borrowed funds? They have $4 billion earning 210. Is that something you can just get rid of right away upon closing? Is that built into your model expectations?
Yes and yes. We can move forward on that. They've got some high-cost FHLB outstanding as well as some swaps that are underwater on a net basis that we would plan to basically at close move on from. That's built into the merger costs as well as the synergies going forward.
Okay. Thanks, guys.
There, just having the big liquidity position we do at Citizens today gives us a lot of flexibility in that regard.
Understood. Thank you, guys.
Yep.
Yep.
Our next question comes from the line of David Konrad with KBW. Please go ahead.
Yeah. Good morning. Couple quick questions. One, I'm sorry if I missed this, but John, you talked about asset sensitivity being around 10.7% for CFG. What do you estimate the pro forma asset sensitivity would be? Also, would this change your hedging strategy or hedging program going forward? You added a little bit here earlier this year. Would you reduce that need to provide to fund fixed-rate hedges? Thanks.
Yeah. Big picture, they are liability sensitive. From that perspective, they would take our 10.7 down to about 9. We're still highly asset sensitive and lots of upside for an eventual rising rate sort of outcome going forward. That's the big picture. As we may have mentioned before, we sort of have this dollar cost averaging approach as rates rise, and we have some opportunistic ability to do some hedging earlier in the year. We've got about $8 billion of receive- fixed swaps done earlier this year, and that offsets some of our asset sensitivity. Other balance sheet moves basically took us right back to where we were. We really have a lot of firepower left and in a rising rate environment.
Net over time, as we try to migrate to the low single digits because we get closer to neutral as rates rise, the fact that we brought on this portfolio would obviate the need to use received- fixed swaps to take us down to the target destination. I'd much prefer to do that where we monetize asset sensitivity with customers on the other side than synthetically using received- fixed swaps.
It takes us part of the way. We'll still be looking to layer in some swaps opportunistically as we see the curve flex a bit. Yeah, moving from 10.7 - 9 and doing it in this fashion makes a lot of sense.
Great, thanks. Maybe one follow-up on the 6% EPS accretion. Just curious, in that model, you talked about the canceling some of the federal loan advances. In terms of the deposit and getting the costs down there, what's in the model for that accretion in terms of lowering the deposit cost for Investors, if anything?
Yeah, that's not in the model. That's upside down the line that we have not included.
Yep. Great. Thank you.
Yeah, it's just really the refinancing of the FHLB that's baked in. Deposit optimization over time is upside along with revenue synergies over time is upside.
We do have a question from the line of Ken Zerbe with Morgan Stanley. Please go ahead.
Great, thanks. Actually, that last question was very similar to what I wanted to ask about. If we just go into a little more detail. Sorry, did you just say that remixing the Investors' deposit base was not in your EPS accretion? I'm trying to figure out, it seems that the HSBC deposits are such a great use of funds to repay the, or to get rid of some of the higher cost ISBC deposits. I'm just trying to figure out how that's because it feels like that should be in your EPS accretion. No?
Yeah. I'd describe it this way. Pulling in HSBC by itself had an EPS accretion profile associated with it that would take our 2023 accretion from 6.4% - 8.8%. That's just layering in HSBC. In terms of we're not going to stop there because we have 9 basis points of deposits coming in from HSBC, well optimized. We're going to turn our playbook to the Investors' deposit base, and we're going to optimize that deposit base and lower that deposit cost of funds, and converge it to our own. All of that is not in the model and is not part of the 6.4% or the 8.8% that's upside, along with revenue synergies that are outside the model as Bruce indicated.
Got it. Okay. All right. I think that's helpful. Just more broadly speaking, I guess, what was the primary attraction of Investors? I get the geography aspect of it, why Investors versus other banks, say, in a similar geographic region? Thanks.
I think if you look at it, Ken, the geography is to us very compelling. The orientation that they've kind of worked towards of building up capacity and capabilities in small business and in the middle market is a nice complement to what we gain with HSBC, which is a pure retail operation. That to us made a lot of sense. They also have a fairly thick branch system, so 130 branches in New York Metro. HSBC came with 66, I believe. We're pushing 200 branches in the greater metro area, which will offer more convenience for both customer bases. We think that's also very attractive. Obviously, the world's moving fast to digital, but physical presence makes a big difference, and convenience is also highly rated by customers. Those are really a couple of the aspects that work.
I'd say also the deal math works. This is a transaction that we could afford that is accretive and is ROIC improving and we think it's low execution risk. We understand the businesses they're in. We understand their balance sheet. We've done a lot of diligence on that. We think we can effect these transactions in reasonably short order without a high degree of execution risk.
Makes sense. Sorry, just one last question for John? You mentioned you could buy back stock after the shareholder vote. Do you have an estimate in terms of when the shareholder vote might be?
It's early fourth quarter is the plan. We'll be keeping you updated about that as that unfolds.
Perfect. Thank you.
We have a question for the line of Ebrahim Poonawala with Bank of America. Please go ahead.
Good morning.
Hi.
I guess, Bruce, just wanted to follow up. You in the past talked about the NGT and transforming the technology infrastructure as part of TOP 6. Just talk to us, one, just remind us where Citizens is in terms of the core systems, both on the lending and the deposit side, and where Investors is, and how does the deal, both this and HSBC, either they expedite or slow you in terms of the whole NGT process?
Yeah. That's the good news here is that we've made huge amount of progress already on NGT and we're migrating our infrastructure to the cloud. We've streamlined and refreshed our applications. They're open facing so we can take in APIs. Having made those investments puts us in very good position to complete these two acquisitions. We think the HSBC conversion will be relatively straightforward. We'll migrate off of their technology platform onto ours. The online bank will actually move on to our next generation digital platform. We're excited by that. The good news on Investors is that they're using a suite of platforms, of vendor platforms that align very closely with ours. There's quite a significant overlap across deposits, lending, sales force management, et cetera, with our suite of products, which will simplify the conversion process.
Got it. I guess another question around, you talked about this helps you better target some of the mass affluent segments. When you think about Citizens' strategic positioning in the Northeast markets, do you see yourself taking market share from the big banks, or are you looking at some of the smaller regionals where Citizens probably has a much better product suite than some of them when you think about acquiring new clients?
Yeah, I think it's a combination of both. What we've seen over time in our major markets is that we have a focus on really being our customers' trusted advisor on their life's journey. We try to bring a product suite and advice capability to the customer that really resonates. That's why we've been successful in gaining market share in our other markets when we look at Boston, Philly, and throughout the footprint. I think there's room for that in the greater metro area as well. Some of that will come from the bigger impersonal banks, if you will, and some will come from the smaller community banks that have limited offerings. We feel quite confident that we can, as John uses the phrase, take the playbook and apply it into the region.
I think that's similar on the commercial side as well, where we're trying to be a trusted advisor to companies as they navigate their business challenges and try to grow their businesses. We bring the expertise within the house and great product sets and technology solutions to bear to help make those companies more successful. We've been able to compete effectively against the smaller players all the way up to the mega banks and continue to gain share there as well. Anyway, we think we can do it. It's going to take some time. There's certainly some work in front of us, but we're optimistic and confident in the future outlook.
Got it. Thanks for taking my questions.
Yeah.
We do have a question from the line of John Pancari with Evercore ISI. Please go ahead.
Hi. Thanks for the follow-up. Just one quick one. Bruce, you mentioned the low execution risk. Can you just talk about the confidence on the regulatory front in getting the green light on the deal? I know it's not the largest transaction, but still, given Biden's order on this, it draws a little bit of attention to it. Just want to get your thoughts there.
Obviously, I can't prejudge where the regulators come out, we feel good about the strategic logic, the financial logic, and the low execution risk and how we've structured the governance over the integration of both deals. I'll kind of leave it at that and say I think the regulators, as they get into the review process, will see that this has been well thought out, makes a lot of sense, and it's not going to take us off our game of the big change agenda and the strategic investments that we're making. We think we can keep all those running on track. With respect to the Biden executive order, that's out for comment, there'll be some time before that actually comes into play. I don't think it necessarily is going to impact deals that are announced in the short- term.
We'll have to just monitor it as to whether if there's changes in regulatory appointments, if that does have an impact. For a deal this size with the two of us combined, or the three of us, I should say, gets close to 220 billion in assets. I think that's not top of mind in terms of creating a kind of concentration in the banking industry as should be the focus. The last thing I would say also is that bank mergers are already heavily scrutinized. We understand what the process is today, and we think we can navigate that successfully.
Okay, that helps. Thanks, Bruce.
Yeah. Okay. I think, Brad, that's it for the questions. Let me thank everybody again today for dialing in on short notice. We're very excited about the combination of Investors and HSBC branch acquisition. We think it's going to strengthen our franchise and provide us with some fresh momentum. Thanks again. Have a great day.
That concludes today's conference call. Thank you for your participation. You may now disconnect.