Hello, everyone, welcome to First Bank announces the strategic acquisition of Malvern Bancorp, Inc. Call. If you would like to ask a question during today's presentation, please press star followed by one on your telephone keypad. If you change your mind, please press star followed by two. I'd like to turn the conference over to Patrick Ryan, President and CEO. Please go ahead.
Hello. Good morning, everybody. Thanks for taking a few minutes to jump on the call and learn more about what we think is a very exciting strategic combination with First Bank and Malvern. Before we get into some of the details, I'll ask our CFO, Andrew Hibshman, to review the forward-looking statements, please. Andrew?
The following discussion may contain forward-looking statements concerning the financial condition, results of operations, and business of First Bank. We caution that such statements are subject to a number of uncertainties, and actual results could differ materially, and therefore you should not place undue reliance on any forward-looking statements we make. We may not update any forward-looking statements we make today for future events or developments. Information about risks and uncertainties are described under Item 1 A, risk factors, in our annual report on Form 10-K for the year ended December 31st, 2021, filed with the FDIC. Pat, back to you.
Thank you, Andrew. I'd like to start on page four. Before we get into some of the points here, I just would mention that, you know, this is a combination that was a long time coming. We've had several conversations with the management team over the years. It certainly took a while to get to where we are today, but I think sometimes that extra time together can be beneficial. I think we certainly got to know each other well and ended up in a place that I think is good for everybody involved. I'll start with, you know, what we think is a strong financial transaction.
Andrew's gonna get into some of the metrics and why we think financially this will be good for all the shareholders involved. Before we do that, I think it's important to highlight really the strategic benefits here. You know, the first thing I would mention is this really accelerates our already earmarked plans for strong growth in the Southeastern Pennsylvania greater Philadelphia market. I think this probably rolls forward by four or five years, what we would have tried to do on our own organically during that timeframe. It makes a significant impact on our overall business mix. I'd say, you know, we're roughly 75% New Jersey based today and 25% PA. I think through the combination, we become more 60/40 New Jersey/Pennsylvania.
I think it has a meaningful impact on the volume of business we're doing in Pennsylvania and the opportunity to really create some critical mass and scale in those high-highly desirable Southeastern Pennsylvania markets. We're very excited about that. I think it's another example of our disciplined and successful M&A strategy. As we talked about, we think the financial metrics are solid. We've shown over the years the ability to execute well and integrate on these types of transactions so the combined organization thrives and grows. We certainly feel confident in our ability to execute both from an integration perspective as well as an ability to achieve the projected cost savings.
More important than any of that, to be able to not only execute on the financial plan, but also use it as a platform to build and grow as we've done in prior strategic combinations. I'd also point out there's some, you know, really important scale benefits here, not just from an operational standpoint, but also, you know, we see in the community bank space, there continues to be a liquidity discount for the smaller players, and I think certainly greater flow and more trading volume will prove to be a benefit for all of our shareholders. On the bottom half of this page, we just get into some of the details about the expansion opportunity. You can see we're adding five branches in Chester County in addition to the location that we already have.
The combined bank will be ranked fifth in deposit market share in Chester for community banks and 11th overall. We'll be adding one branch in Morris County, right in Morristown itself, which is a nice complement to the two locations we already have in Morris County, and we'll continue to become a stronger player there. We'll be ranked sixth in deposit market share for community banks and 16th overall. It'll also help our expansion into Delaware County, where we'll be adding two branches and over $130 million in deposits. We're really excited about the strategic benefits of the combined companies together with what we think is appropriate financial metrics. We think this is a great deal for all involved. On page five, we have a little bit of an overview of the Malvern Bancorp footprint.
You can see the strong presence along the main line outside of Philadelphia. There is the office in Morristown, which we mentioned, and a location in Palm Beach County in Florida, which, while a small location for them and certainly not the primary strategic driver of the franchise, they certainly have customers who spend significant time in Florida, as do we. Having a location to help service those customers, I think, will be viewed as a nice benefit for the combined franchise and perhaps even a small growth opportunity for us as well. On page six, I think you can see visually how well the franchises fit together, how well it basically complements the New York City to Philadelphia corridor strategic strategy that we've had in place for a number of years.
I think, it really paints a nice picture of, you know, a strong presence in some really high quality, high wealth, high density markets. When you look at some of the pro forma highlights in terms of $3 billion in loans. About almost $390 million market cap, $3.7 billion in assets in 27 locations. You can see the combined franchise really has some nice size and scale within that attractive marketplace. At this point, I'm going to turn it back over to Andrew to hit on some of the highlights in terms of the financial metrics of the deal. Andrew will pick up here on slide seven.
Thanks, Pat. Yeah, as a reminder, we're going through the slide deck that was included in the actual press release, you can find it as a link in the release. Talk a little bit about transaction pricing. Price to tangible book, a little over 102%. The price, the premium to core deposits, 47 basis points, and a pay to trade just under 90%. As Pat mentioned, we think this is following our strategic plan of disciplined pricing, and there are some of the key highlights of the pricing of the transaction. In terms of the financial results, some of the key results, we put on the slide seven.
We talked about approximately 9% tangible book value at close with a 2.5-year earn back, and that equates to about 20% EPS accretion in 2024. We also list here, excluding AOCI and interest rate marks. We think this is an important kind of metric to share with folks, and if you eliminate AOCI and interest rate marks, the tangible book value dilution goes down significantly to a little under 2.8%. The earn back declines to 1.4 years, and that also causes a decrease in the EPS accretion because those marks are accreting back through income. Your EPS accretion drops to 9.2% in 2024. The next slide, which is slide eight, talks a little bit more about the transaction summary.
There will be a mix of stock and cash of approximately 60% stock, 40% cash. That equates to a 0.7733 shares for Malvern common shareholders of First Bank stock and $7.80 per share in cash or a total value of $19.64 per share. That equates to a merger consideration of just under $150 million and pro forma ownership of about 77% current shareholders and about 23% for the new Malvern shareholders that will be getting First Bank stock. In terms of timing and approval, we'll have to go through customary regulatory approvals and shareholder approvals. We don't see any major impediments to either of those approvals. It is a process that we'll have to go through.
An anticipated close would get us close to the end of the second quarter of 2023. Next slide nine, talks about some of the key transaction assumptions to get to some of those numbers we talked about in terms of dilution and EPS accretion. We have one-time merger expenses of around $10 million. We have cost savings of approximately 50% of Malvern's estimated non-interest expenses. That's phased in partially in 2023 and then fully into 2024 and beyond. We feel good about those cost savings numbers, and we think there's a lot of ways to get to those numbers, and we feel good about how we've executed on our previous deals in terms of cost saves. From the loan credit mark standpoint, we're around 3% of gross loans.
Again, we feel like we've done a good job with these marks in the past and feel good about that credit mark based on the due diligence that we've done. The interest rate mark equates to about 2.75% of loans. We have a security mark of about $6 million on their HTM portfolio. We also have a fixed asset mark-up. They have a few owned locations that have some significant value, so we are able to mark those up to their appraised values. We're recording a CDI in the model here of about 2% of core deposits. Talk a little bit more about due diligence. As Pat mentioned, this is a fairly long process. We spent a lot of time on due diligence.
We looked at a large percentage of their commercial loan portfolio and also looked at their underwriting standards in their residential portfolio as well. We feel very good about the due diligence we've done over the last year. In terms of corporate governance, we are gonna be adding three Malvern directors to our board, and we will be hopefully retaining some senior management to help with the integration and enhance some of our business lines. I think that's it from a standpoint of the key deal metrics. I'll pass it back to Pat for some closing remarks.
Great. Thanks, Andrew. We will have some time for Q&A at the end. Quickly just hit on slide 10, which I think kind of shows our history in pictures with, you know, kind of the growth over the years. To me, the real highlight is the dark blue at the top of the last bar that shows, you know, while this is consistent with what we've done in the past, it is meaningful, and I think we'll have a nice impact and really give a nice boost to the size and scale of the combined franchise. On page 11, we've laid out the prior M&A deals we've done.
Because those were done in a different interest rate environment, we included the financial impact on this transaction, without the AOCI and interest rate just so you could try to see it on a more apples-to-apples basis with what we've done in the past. I think what you can see pretty clearly here is, while this is a bit larger than what we've done in the past, it's very much within the playbook of our M&A strategy, disciplined pricing, nice EPS accretion, manageable book value dilution, and reasonable earn back. You know, quite honestly, we think this, as structured, provides some nice upside, as we move forward. Again, excited about the strategic benefits. We think there will be some nice financial benefits as well.
We think together the combined organization will be well-positioned to become really a strong, if not the go-to community bank within this New York City to Philadelphia corridor. On pages 12 and 13, we've got some information on the deposit and loan composition available for folks to take a look at as well as a financial impact reconciliation. I think at this point, what will probably be best is to pause and open it up for any questions that folks may have for us.
Thank you. We will now start today's Q&A session. If you would like to ask a question, please press star followed by one on your telephone keypad now. If you change your mind, please press star followed by two. Our first question today comes from David Bishop from Hovde Group. Your line is now open.
Hey, good morning, Pat.
Good morning, David. How are you?
Good, good. Looks like a good deal here. Just curious in terms of Malvern's loan portfolio, I know you discussed the Florida footprint and the branch there. Just curious where you think you can lever their franchise from a lending perspective. You guys have always done a nice job of that on a pro forma basis. I assume this sort of pencils out the same way, but been curious where you can see the most opportunity to grow the loan portfolio pro forma.
Yeah, thanks for the question, David. Yeah, I think we view this as similar to combinations in the past. I mean, we're getting more size and scale and presence in, you know, kind of mainline Greater Philadelphia market. That's obviously the primary area where, you know, we've been making inroads in the past through organic growth, but we think this really, you know, gives us a great catapult, if you will, to become an even stronger player within those markets. I'd say that's, you know, number one growth focus as we move forward.
Certainly, the team up in Morristown and North Jersey has done a nice job, and we think we can work well with that team to continue to build and grow our presence in Northern New Jersey. You know, the answer in Florida is, we'll see what happens, Dave, but, you know, we've done some business down there already with folks that we know very well here who also have some business down there. You know, certainly it's no secret that over time, more folks here spend time down there. So, you know, having a location and maybe doing a little business down in Florida, I think would be, would be a nice, a nice complement, but certainly we don't expect it to be the strategic driver.
Got it. You noted sort of the mix shift or, you know, distribution to, you know, 60/40 pro forma. Do you have a goal or is there a thought in mind to move that to 50/50 over time, PA versus New Jersey? Just curious how you're thinking on a holistic basis longer term.
I think that's probably right. I mean, there's no magic number, but certainly as we look at our growth opportunities, you know, we think there's more untapped opportunity in the Greater Philadelphia and even Lehigh Valley. That's not to say we're not gonna look to continue to build and grow our presence in New Jersey by any stretch. I do think incrementally we can probably add a little more in Pennsylvania as we move forward. You know, over time, going to 50/50 probably is a reasonable expectation.
Got it. One more from me, and I'll jump off if someone else can ask. Curious, the cost saves you laid out there, maybe where the majority of those are coming from an expense save perspective? Thanks.
Yeah, you know, I think the biggest opportunity, quite frankly, is just taking a look at some of the, you know, back office, if you will, or not necessarily personnel, although there's always some personnel savings that emerge in these things. You know, there just seemed to be heightened level of non-interest expense in certain areas that just look like really, really ripe opportunities to try to bring lower as we move forward. Andrew, I know you spent a lot of time looking at that. Anything in particular that's worth noting or?
Yeah. I think, a lot of what's been happening over the last couple of years with Malvern in terms of some of their costs were higher, in terms of things like professional fees and insurance and things. There's big savings there. We're not anticipating any huge closures of locations, but they've been looking at some locations as well to optimize their footprint. The savings aren't mainly coming from closing locations. It's mainly, just like Pat said, some personnel, but there's a lot of opportunities with their professional kind of standard costs. They've kept a lot of their, like, their core processing contracts are very short term, high cost because they didn't want to have to have huge termination fees in there. We've done a real good deep dive into their expenses. We feel good about the 50%.
Like I said, I think there's multiple ways to get there, but the biggest opportunity is just some of the higher costs that they've been incurring on some of their consulting and professional fees, legal and data processing.
Got it. Appreciate that, fellas.
Great. Thanks, David.
Our next question comes from Ross Haberman from RLH Investments. Please go ahead.
Good morning, gentlemen. Nice deal. Have a quick question. You didn't touch upon possibly any revenue enhancements. Could you touch upon that if there are any? Thank you.
Sure. Thanks, Ross. Great question. You know, I think the short answer is yes, we believe there are. They've got a couple of, you know, smaller lines of business and, you know, wealth management insurance that should create some opportunities. You know, we have, we have some things we're doing, on the commercial side in terms of products and services they're not currently offering, which I think will be able to sell effectively into their market. The short answer is none of that's modeled in, Ross. That's all sort of hoped for, expected, potential upside, but we didn't wanna build it into the analysis.
Just a follow-up question on the AOCI. Will you take any hits of something some banks are beginning to take some fourth quarter adjustments on either yours or theirs to restructure and maybe take some hits and put money back into higher yielding loans? Thank you very much. Bye now.
Yeah, sure. Thanks, Ross. Good question. I mean, I think the short answer is we're always looking at that. you know, whether we'll ultimately find the right opportunity and the right transaction, I think remains to be seen. you know, listen, at the end of the day, by and large, the markets are fairly efficient, so there's, you know, not huge opportunities to beat the system as it relates to, you know, trading out of certain assets and jumping back into others. that being said, you know, we are always taking a look at it and if it makes sense. Certainly between now and close, obviously, you know, Malvern will be looking closely at their own portfolio and, you know, we'll be talking with them about potential opportunities.
you know, I would say you never rule it out, but it's not something we necessarily plan to do as part of the modeling for the transaction.
I would just add, I mean, we're always looking at every opportunity. We do already have a fairly small investment portfolio. Our loans value is around where we feel comfortable at. I don't think we're gonna do a lot. We may do selectively, but we're not gonna sell a whole chunk of investments, take losses and reinvest into loans because of where we're at from the size of our investment portfolio and liquidity positions and things like that. Like I said, we're always looking at opportunities and if we see something we think makes sense, we'll take advantage of it.
Thank you very much.
Just to reiterate, if you would like to ask a question, please press star followed by one on your telephone keypad now. Our next question comes from Howard Henick from ScurlyDog Capital. Your line is now open.
Yeah, that was close. Hey, good morning, guys. How you doing? Congrats. I've got several. I'm sorry. Several questions. The first one. I'll get a speaker. Several questions. The first one is, what's the status with, I think, it's about a $13 million loan in Manhattan that was, I think, put available for sale and marked down somewhat. I believe it was the one that was like a, like a retail, you know, subway basement kinda loan, a funky loan. They've been trying to get rid of it for a while. Where does that stand?
Yeah. Well, two things, Howard. Yes, we are aware of the loan. It was obviously an important part of our due diligence. At this point, we're not prepared to share anything other than what they've already shared in their public filings regarding that specific credit. It was honestly factored into our analysis and built into our credit marks and we're aware of the situation and, you know, other than that, not really much we can say at this point.
Okay. I think I read somewhere that three directors are coming over, and I was wondering which three have been, you know, picked out. Are there any Malvern executives who will remain or become executives of FRBA?
On the board side, the process we're gonna follow is consistent with what we've done in prior deals where we agree upfront to the number. The other side, basically, selects a group of candidates to fill those roles. They meet with our nominating governance committee. Recommendations are made by our nominating governance committee to the full board. And, you know, that's the process we follow. The board basically will select three from the group, you know, obviously in consultation with the folks at Malvern. You know, we'll reach that conclusion over the next several months as we work through the approval process. On the management side, we're certainly hopeful we'll be able to keep some of the key players.
You know, I would say some preliminary discussions have been had with folks and, you know, we certainly think there's some nice opportunities for folks to have meaningful roles in the combined franchise. We're, we're optimistic that we will be able to retain some of the key folks, and we'll just have to see how it plays out.
Specifically last question, what about Tony?
Yeah. Tony and I have had a number of conversations. We've traded some interesting ideas. I think we feel like there is a good potential opportunity there. Until we, you know, fine-tune the details, we're not in a position to announce anything specifically there.
Okay. Thank you, Pat. Good luck.
Yep. All right. Thank you, Howard. Appreciate the question.
We have no further questions at this time. I'll hand you back over to Patrick Ryan for closing remarks.
Okay. Well, thank you very much for taking the time to listen in. We appreciate your interest in First Bank and certainly in the, in the combined franchise moving forward. That will wrap the call. Thank you, everybody.
That concludes today's First Bank announces the strategic acquisition of Malvern Bancorp, Inc. Call. You may now disconnect your line.