EX-99.2 3 dex992.htm PRESENTATION MATERIALS Presentation Materials
1
Exhibit 99.2


2
Forward Looking Statements
This
presentation
includes
“forward-looking
statements”
within the meaning of the federal securities laws. Words such as
“believes,”
“estimates,”
“plans,”
“expects,”
“should,”
“may,”
“might,”
“outlook,”
“potential”
and “anticipates,”
the negative of these terms and similar
expressions, as they relate to BancGroup (including its subsidiaries or its management), are intended to identify forward-looking
statements. The forward-looking statements in these reports are subject to risks and uncertainties that could cause actual results to differ
materially from those expressed in or implied by the statements.
In addition to factors mentioned elsewhere in this report or previously
disclosed
in
BancGroup’s
SEC
reports
(accessible
on
the
SEC’s
website
at
www.sec.gov
or on BancGroup’s website at
www.colonialbank.com), the following factors, among others, could cause actual results to differ materially from forward-looking
statements and future results could differ materially from historical performance. These factors are not exclusive:
deposit attrition, customer loss, or revenue loss in the ordinary course of business;
increases in competitive pressure in the banking industry;
costs or difficulties related to the integration of the businesses of BancGroup and institutions it acquires are greater than
expected;
the inability of BancGroup to realize elements of its strategic plans for 2007 and beyond;
changes in the interest rate environment which expand or reduce margins or adversely affect critical estimates as applied and
projected returns on investments;
economic conditions affecting real estate values and transactions in BancGroup’s market and/or general economic conditions,
either nationally or regionally, that are less favorable then expected;
natural disasters in BancGroup’s primary market areas which result in prolonged business disruption or materially impair the
value of collateral securing loans;
management’s assumptions and estimates underlying critical accounting policies prove to be inadequate or materially
incorrect or are not borne out by subsequent events;
the impact of recent and future federal and state regulatory changes;
current or future litigation, regulatory investigations, proceedings or inquiries;
strategies to manage interest rate risk may yield results other than those anticipated;
changes which may occur in the regulatory environment;
a significant rate of inflation (deflation);
acts of terrorism or war; and
changes in the securities markets.
Many of these factors are beyond BancGroup’s control. The reader is cautioned not to place undue reliance on any forward looking
statements
made
by
or
on
behalf
of
BancGroup.
Any
such
statement
speaks only as of the date the statement was made or as of such
date
that
may
be
referenced
within
the
statement.
BancGroup
does
not undertake any obligation to update or revise any forward-looking
statements.


3
Commercial Bankshares, Inc. (CLBK), headquartered in Miami, has
$1 billion in assets, total deposits of $841 million, loans of $611
million and operates 14 branch locations in Miami-Dade and Broward
counties
of
Florida
through
its
subsidiary
bank,
Commercial
Bank
of
Florida
Based on Colonial BancGroup’s closing stock price of $24.60 on
January 22, 2007, the transaction value is approximately $317 million
or $49.36 per share
The consideration mix consists of $24.50 in cash and 1.0107 shares
of Colonial stock for each share of Commercial Bankshares stock
The acquisition is expected to be accretive to Colonial’s EPS in the
first year of full cost savings
Summary


4
Transaction Pricing
$13,000,000
To be capitalized
Expected Pre-Tax Merger Related Costs
37%
Percentage of Commercial’s Expenses
$6,800,000
Expected Pre-Tax Cost Savings
$1,600,000
To be expensed
27.8
24.7
Price to LTM EPS
3.24
3.32
Price to Tangible Book Value
Precedent Florida
Transactions
Commercial
1
Represents median of Florida depository acquisitions with deal value greater than $100 million announced since
January 1, 2005, per Lehman Brothers Inc.
1


5
Colonial/Commercial Pro Forma Summary
13,800
12,800
Assets
10,241
9,400
Deposits
180
166
Branches
Florida Only
319
305
Branches
16,932
16,091
Deposits
16,090
15,479
Loans
$ 24,050
$ 22,784
Assets
Pro Forma
with Commercial
12/31/06
Colonial
12/31/06
(dollars in millions)
1
Includes estimated purchase accounting adjustments.
1


6
Colonial/Commercial Combined Deposit Market Share
(June 2006 FDIC balances)
35
5
5
4
3
2
1
Rank #
15
9
7
4
3
2
1
Rank #
0.24%
0.60%
Commercial
2.68%
1.96%
Colonial
2.92%
2.56%
Colonial/Commercial
5.07%
3.92%
Regions
9.73%
5.84%
SunTrust
19.08%
17.93%
B of A
19.92%
20.79%
Wachovia
Florida
Miami-Dade MSA


Pro Forma Florida Franchise  -
180 Branches
7
Colonial Bank
Commercial Bank