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ConnectOne Bancorp, Inc. (NASDAQ:CNOB) ConnectOne Bancorp, Inc. to Expand into Hudson Valley through Merger with Greater Hudson Bank Conference Call July 12, 2018 10:00 AM ET

Executives

Siya Vansia – VP, Marketing

Frank Sorrentino – Chairman and CEO

Bill Burns – CFO

Analysts

William Wallace – Raymond James

Austin Nicholas – Stevens

Collyn Gilbert – KBW

Operator

Greeting and welcome to the ConnectOne Bancorp, Inc. to expand into Hudson Valley through Merger with Greater Hudson Bank Conference Call.

At this time, all participants are in a listen-only mode. A brief question-and-answer session will follow the formal presentation. [Operator Instructions] As a reminder, this conference is being recorded.

It is now pleasure to introduce your host Siya Vansia, Vice President of Marketing. Thank you. You may begin.

Siya Vansia

Good morning and welcome to today’s conference call to review this morning’s press release announcing ConnectOne definitive merger agreement with Great Hudson Bank.

On today’s conference call will be Frank Sorrentino, Chairman and Chief Executive Officer; and Bill Burns, Chief Financial Officer. The notice of this call on a listen-only basis over the Internet was distributed this morning in a press release that has been covered by the financial media. We will also be referencing a slide presentation during management’s comment today which can be access by visiting ConnectOne’s website at ir.connectonebank.com.

At this time, let me remind you that certain statements and assumptions in this conference call contain or are based upon forward-looking information, and are being made pursuant to the Safe Harbor provisions of the Private Securities Litigation Reform Act of 1995.

Such forward-looking statements are subject to numerous assumptions, uncertainties and known or unknown risks, which could cause actual results to differ materially from those anticipated. These risk factors are more fully discussed in the Company’s filings with the Securities and Exchange Commission. The forward-looking statements included in this conference call are only made as of the date of this call, and the Company is not obligated to publicly update or revise them.

I will now turn the call over to Frank Sorrentino. Frank, please go ahead.

Frank Sorrentino

Thank you, Siya, and good morning and thank you all for joining us on today call. We’re very excited to discuss today’s press release announcing ConnectOne’s expansion into the New York Hudson Valley through merger with Greater Hudson Bank, a commercial lending and deposit rich franchise. This is our first transaction since the merger of equals from four years ago and we believe it comes at the right time for us. While smaller than our MOE, Greater Hudson’s footings are just $500 million, we believe it’s a compelling opportunity for ConnectOne from a strategic and financial perspective. The transaction fundamentals are in equally compelling.

We’ll talk about this in detail, but first I wanted to spend a minute to put today’s announcement in context of our overall strategy. Over the last several quarters, we’ve discussed how we’ve been making meaningful progress in building a desirable and valuable franchise in the $5 billion to $10 billion category. These include achieving strong deposit in loan growth, expanding our geographic reach within the New York metro area, attracting and retaining talent and deposits and loan origination areas as well as expanding our product offerings, while also investing in technology to generate additional operating scale and of course building the Company — building our company with the operational excellence that creates scarcity value in the marketplace.

Our continuing momentum has provided a very strong competitive advantage and has enabled us to achieve our near-term priorities of delivering enhanced earnings, building book value and intern better value for our shareholders. As we’ve also stated, our disciplined approach has seen some slowdown in our organic growth and we are seeing opportunities in M&A, consistent with our prudent growth strategy, we’re extremely pleased with today’s announcement.

If you turn to Slide 4 of the slide presentation, the proposed transaction is a compelling opportunity to merge with a similarly minded, commercially focused lender that operate inside ConnectOne’s New York and New Jersey Metropolitan target market. This is a strategically sound transaction that once consummated will enhance ConnectOne’s strong franchise through the expansion into the Hudson Valley which includes an immediate presence in Rockland, Orange and Westchester counties. It expands our C&I lending capabilities including a new SBA platform and expands our commercial deposit focus adding experience bankers, lenders and deposit gatherers. The combination is also economically compelling and provides the potential to expand and enhance Greater Hudson’s current and future business.

Given the location, the size and the structure of the transaction, we believe the integration risk is minimal. We have completed an extensive amount of credit and other due diligence on Great Hudson’s portfolio including a third-party review and believe the conservative credit mark proactively meets our stringent underwriting standards. With the strong growth and margin profile, attractive market and synergy opportunities we believe this merger builds franchise value in the near term.

If you turn to Slide 5, the transaction is expected to close in early 2019 subject to Greater Hudson shareholder approval, customary closing conditions and regularity approvals. It’s an old stock transaction presently valued at approximately $76 million or approximately $7.16 for Greater Hudson a share with a Greater Hudson shareholders receiving 0.245 shares of ConnectOne common stock.

Additionally, Kenneth Torsoe, Greater Hudson’s Chairman of the Board and a significant shareholder intends to retain a substantial investment in ConnectOne. He initially will own approximately 6.5% of the combined pro forma company. We’ve entered into a registration right agreement with Mr. Torsoe, allowing him to undertake an orderly sale to reduce his position to 4.9% level. Mr. Torsoe was very instrumental in bringing the parties together for this transaction and we look forward to having his continued support.

The transaction would be accretive to ConnectOne’s earnings per share excluding the potential for revenue enhancements opportunities and provide the strong internal rate of return on our investment. There will be a minimal tangible book value dilution and a short earn back period of just two years. Additionally, capital ratios will not be materially impacted by the transaction, and if you turn the Slide 6, you’ll see both companies have strong financial profiles and a proposed merger is well aligned with our strategic priorities to use our capital efficiently.

The merger will also fit squarely into the ConnectOne’s growth strategies with the strong deposit rich and commercial lending franchise Greater Hudson has approximately $402 million in deposits and approximately $341 million in loans. For those familiar to the ConnectOne’s business model, we’ve been diligently developing C&I owner occupied and residential lending capabilities. The merger will further leverage this focus by adding a team of seasoned lenders and core deposits gatherers that will complement our track record of originating high quality relationship oriented loans.

Additionally, caring Greater Hudson’s client with our powerful ConnectOne platform and our scale provides significant potential to expand current and new business. These organic growth opportunities will be further enhanced by leveraging ConnectOne’s future of banking technologies. We have a very robust platform we’re always improving it and one that will support our growth going forward.

Turning to Slide 7, I’d like to provide a quick overview of Greater Hudson’s business. They are conservatively managed healthy, sound institution with a 15-year operating history of a Hudson Valley region. They have a solid client base consisting of private businesses, municipalities and non-profits combined with a heavy emphasis on personnel service to drive business. Looking at the map, it tells the story pretty well as it shows how ConnectOne has diligently expanded its scale in recent years and how Greater Hudson will complement our existing franchise and create an immediate strong presence in the Hudson Valley.

For those that are less familiar on Slide 8, the market is largely dominated by large financial institutions, leaving a void for middle market businesses which desire personalized approach. This market contains healthy local economies, a strong business base and meaningful individual net worth that applying ConnectOne’s business model. we expect to provide opportunities for additional growth and long-term performance. It is important to note that this transaction is strategically attractive as well as culturally compatible. Both of our companies share similar culture and business focus with a demonstrated commitment to client service and the communities in which we serve.

At this time, I’d ask Bill Burns, our Chief Financial Officer to provide more color regarding the financial aspects of the transaction. Bill?

Bill Burns

Thanks, Frank, and hello everyone. So, as Frank mentioned earlier, this is not a particularly large transaction for ConnectOne, they are just one-tenth our size so we believe Greater Hudson is a very valuable community banking franchise, we are pleased to have them join forces with us. This merger is financial attractive both from a pure pricing perspective as well as its impact from some of our key financial metrics.

So first, with regards to pricing, the all stock purchase price was 1.34 times tangible book and on a price to earnings basis with cost saves it was just 10 times. These all those compare very favorably to other whole bank deals in this size and geographic group. And the purchase price, combined with our conservative assumptions, massed out to just 1% tangible book dilution, 2.5% earnings accretion which by the way is very strong given the small deal size and an earn back of only two years. And not surprisingly, the IRR is very favorable as well it’s an excess of 20%. These are transaction metrics we believe our investors will view very favorably.

And beyond the pure pricing considerations this deal moves many of our key metrics in the right directions. Greater Hudson has a significant lower loans deposit ratio 85% versus our 112. It has significantly lower CRE concentration metric 336% of capital versus our 500. And Greater Hudson has a wider net interest margin, wider by about 35 basis points owing to both sides of the equation, they’ve a higher price loan mix with less multifamily and a cheaper funding mix reflecting less reliance on borrowings.

That wider net interest margin should result in NIM expansion that we estimate to be at least 5 basis points beginning in the first quarter of 2019. And as many of you are aware, organic lending and deposit spreads have been recently been under pressure. And this transaction will help in maintaining our growth rate without sacrificing margin.

Now turning to cost save assumptions, we’ve model 40% a level we specifically identified in due diligence and are very comfortable with. As many of you are aware, ConnectOne is a proven best-in-class operator. We have one of the best efficiency ratios in the industry. We’re in the low 40s. Greater Hudson on the other hand is a community bank that just does not have the scale for operating anywhere near the efficiency of ConnectOne. Their efficiency ratio has recently been in the 70% range.

And I would like to add that although I believe we can exceed the 40% that was modeled a level much lower than 40 is what is actually required to make the deal accretive. And on top of that, we are confident in our ability to generate additional growth and revenue from this franchise.

Next, I want to turn to due diligence over the loan portfolio. We did a deep dive internally utilizing both our credit administration team and our workout group. We’ve reviewed a 100% of the classified and criticized loans of Greater Hudson also we’ve reviewed more than 50% of the portfolio in total. We supplemented that internal effort with the respected nationally recognized third-party loan review team.

And while we are very comfortable with the strong underwriting policies and procedures as well as the overall credit quality of Greater Hudson’s loans, we estimated a total credit mark of over 5% of loan portfolio, half of which was specifically allocated to fee credits. This approach allows us to aggressively and expeditiously dispose of a small handful of problem assets and the remainder is a conservative general allocation. Together, that full credit mark provides ample cushion against potential future losses.

And logistically, we planned to file regulatory applications in the next 30 to 45 days, closing the first quarter of 2019 most likely early in January and convert our systems soon thereafter.

And with that, I will turn the call back over to Frank.

Frank Sorrentino

Thanks, Bill. Just a few final comments before turning the conference call over to your questions, so turning to Slide 12, again, this is a low-risk financially attractive transaction with a high quality organization that provides considerable benefits for both our institutions. Greater Hudson has a strong deposit base operating in an attractive deposit market, in which they have demonstrated growth with strong lending opportunities.

Additionally, Greater Hudson’s high-quality bankers complement the strong progress we’ve achieved in our deposit generation capabilities and expanding our commercial client relationships. Of important is the growth opportunity the transaction presents that combines organic growth, scalable infrastructure and product suite rivaling much bigger financial institutions. We’re diligently building increasingly stronger company and welcome the opportunity to work together with the Greater Hudson team.

Similar to ConnectOne, Greater Hudson understands the importance of relationship banking and is demonstrated a solid commitment to serving their clients in their communities. This common value give us confidence that Greater Hudson a natural fit for our client first sense of urgency culture and allows us to expand our mission to be a better place to be into new markets.

With that, we’d like to open it up for some questions.

Question-and-Answer Session

Operator

Thank you. We will now be conducting a question-and-answer session. [Operator Instructions] Thank you. Our first question comes from the line of William Wallace with Raymond James. Please proceed with your question.

William Wallace

My first question is just it has, as I think about this Hudson Valley market that you’re acquiring. What’s the growth opportunity in those markets compared to the markets that you’re in New Jersey and New York City?

Frank Sorrentino

I think they are very compatible to where we are. Actually while we’ve already started doing business in each of those markets, let’s just there has been a prime target for us for a long time, Rockland is just over the border it’s literally 10 minutes from our headquarters here in Engle Cliffs. So these are market where I believe the opportunities are very similar to what we have at the core of ConnectOne Bank.

William Wallace

The business profile of the counter target customer, maybe excluding New York City from equation, is it going to be similar to the type of business that you would be attacking in, in your Jersey markets or size revenue?

Frank Sorrentino

Yes, I would say that’s true. Although, I would also say that I think there are even better deposit gathering opportunities in some of those markets than where we are today and a little bit less competition.

William Wallace

Is that a function of the market themselves? Or is that function of the product offering or the talent at Greater Hudson?

Frank Sorrentino

I think it’s both of those things plus I think there has been a lot of disruption in those markets with a lot of banks leaving the marketplace either through M&A or acquisition or whatever. So, I think it presents us with some very good opportunity.

William Wallace

Okay. So to achieve your EPS accretion targets, is it safe to assume that you’re expecting that you will grow that market in the low-to-mid teens similar to the overall franchise guidance that you’ve given?

Frank Sorrentino

Well, actually in the model, we had much lower growth targets. So, I mentioned that I think that there are revenue enhancement opportunities yet through higher growth than the number show in the model.

William Wallace

So what kind of target loan growth do you need to achieve your — just to achieve your EPS accretion?

Frank Sorrentino

Well, let me just talk about what is in the model and it’s kind of single-digit going up to 10%, so a little bit below where The Street has estimated for ConnectOne’s growth rate. And those were the numbers that we used in the model for revenue.

William Wallace

Bill, did you say that you’ve identified the all of the cost saves that will get you to that 40% target?

Bill Burns

Yes, roughly, we would always do that, take a hard look of where those cost saves will come from. But at the end of the day, we have a 40% efficiency ratio. They are about 70. You bring 70 down to 40. You’ve got your 40% cost saves.

William Wallace

Okay. Okay. Fair enough. So, if I assume there is no branches consolidation in that expectation, just looking at the map.

Bill Burns

No need that for the cost saves. We’re always looking at around the organization at ways to reduce our brick-and-mortar and that’ll just be part of the analysis going forward.

William Wallace

Okay, I think that kind of touches on the just sort of some of the modeling questions that I had. Does this — I don’t want to get maybe put the cart too far from the horse. But does this expand your geographic sort of I guess focus as far as where you would like to continue to grow the bank? I mean I look at it the Orange County branches, that’s getting pretty far out from New York City, but it’s certainly contiguous to what you’ve got, and does this expand your willingness to grow up into New York or down into Pennsylvania?

Frank Sorrentino

Well, Orange is literally 25 minutes from our Engle Cliffs office. And if we’ve been very consistent about targeting this sort of 75 mile radius of New York City, I think I’ve always referred to it as a 50 to 75 mile radius. I don’t think there’s a single office location on this map either with new locations or the old locations that are over 30 at this point. So, it is clearly square in our target market. We set an expectation that we intend to fill out the rest of that circle and I think this is going a long way to capture three new counties that we don’t have representation in today.

Operator

Our next question comes from line of Austin Nicholas of Stevens. Please proceed with your question.

Austin Nicholas

Maybe just as we think about the margin looking out given the excess liquidity at Greater Hudson and the growing core margin there just from the balance sheet positioning. Maybe how do you think about the overall asset sensitivity and core NIM of the combined company as you look out to 2019 beyond the 5 basis points or so bump once deal is closed?

Frank Sorrentino

The deal is not going to close till right the beginning of 2019. So, there is really no impact this year. And I did mention before, there I do expect some margin compression going forward, right. It’s a tough market out there organically spreads have tightened. We’re going to have earnings call in a couple weeks, it’s abating a little bit from the pressure that we had in the first quarter. So I think this is helpful. What I wrote one of the things I like about this transaction we’re picking up $500 million bank that has a wide margin of much wider margin that we could produce today in today’s market. So, I think we get margin compression and then maybe in the first quarter, we’ll make that backup in margin expansion as have outlined at least 5 basis points. Were organic growth is going to be in 2019, I’m hopeful that spreads are going to widen, but I’m not make any predictions at this point.

Austin Nicholas

And then maybe just taking in a little bit on the SBA portion of Greater Hudson, can you maybe give a little color on how big that portfolio is? If there is any specialties within those loans and then maybe your expectations to grow that business and either balance sheet those loans? Or will you seek to kind of sell them off into the market?

Frank Sorrentino

Austin, all good questions, all I would say at this point is it’s a relatively small portfolio, but coming from a base of zero, it certainly allows us the opportunity to start to think about SBA in a different way and move it across the entire scale of ConnectOne. Those are all questions we’re going to ask ourselves and answer for ourselves exactly where we want to be, which niches we want to play in, and how bigger portfolio we want to create going forward. But it is something new for all of us here at ConnectOne and we’re excited to have that capability.

Austin Nicholas

And then maybe just one final one. If you look at the market, within that kind of 75 mile range, how many other opportunities are out there, that are similar to this type of transaction where you improve the funding picture? And you also are able to take out quite a bit cost and layer it on to your cost scalable technology driven platform?

Frank Sorrentino

So I think there is quite a few. I think there is a lot of opportunities for banks like Greater Hudson, which are very well run banks, but just can’t get to the same ROEs and ROAs because of the expense structure they just don’t have enough assets to do it over. I think as the market for new business gets tighter and it gets a little bit more challenging, I think those opportunities will be there upfront and then focus for us. That’s exactly what drove this transaction and I do believe there will be other opportunities as we’re going forward.

Operator

[Operator Instructions] Our next question comes from the line of Collyn Gilbert with KBW. Please proceed with your question.

Collyn Gilbert

So just want to clarify a couple of things that have already been said. So, Bill, just in terms of getting to your EPS accretion targets, you are assuming a level of growth obviously for standalone Greater Hudson from what they’ve posted.

Bill Burns

Right.

Collyn Gilbert

Okay. And you had mentioned 10% is that revenue or just trying to tie out the 2.5% EPS accretion and what you’ve got?

Bill Burns

Well, growth in the balance sheet.

Collyn Gilbert

Okay.

Bill Burns

And then net income as well. It is about growth and net income as well. We’re still a little bit below the growth rate for The Street. Obviously, we’re using our estimates, Street estimates for ConnectOne in the model.

Collyn Gilbert

But for them, right. I assume you’re assuming growth rate of them on a standalone basis?

Bill Burns

Yes, lower than ConnectOne.

Collyn Gilbert

Lower than ConnectOne. Okay.

Bill Burns

And of course you know because the Company doesn’t have coverage I can’t. I have some of my own earnings estimates.

Collyn Gilbert

Right, right, okay.

Bill Burns

It’s a detailed job on as I always do in due diligence. We look at the core earnings of the Company and see what the true run rate is and then apply growth rate to that. And to the extent, we do that and keep that growth rate lower than what we think we can achieve there. The model is conservative in that respect.

Collyn Gilbert

Okay, alright. That’s helpful. And then if we could just dig into the loan yield a little bit, obviously, it’s really high that’s what’s driving the margin where it is which obviously the high yield we can assume higher risk which is perhaps reflected in that they are carrying higher MPL balance, you’ve got a 5% mark which is also a pretty hefty key mark given where we are on the cycle. So, could you just give us a little bit of color as to what’s going on there and what kind of business they’re in to get that loan yield?

Bill Burns

The major thing is that we have 35% of our loans in multifamily, they have 6%. So that is the real difference in the yield on the loan portfolio.

Collyn Gilbert

Okay. But, okay and then what about their credit history like the 5% loan mark? I know you said half of that is just attributable to….

Bill Burns

There are a little bit smaller credits as well and possibly that’s competition, so there is a few things leading to the yields. As far as the credit quality, they had a relatively high level non-performance, but if you look at their charge off ratio over the past five years, it’s very, very well.

Collyn Gilbert

Okay.

Bill Burns

We can provide more color and repeat what I said before in due diligence we uncovered a couple of assets that we want to be aggressive on just to make sure — absolutely make sure there was no issue going forward.

Collyn Gilbert

Okay. So given Frank your comment that the SBA portfolio is small at this point. So, their credit — the high MTAs is not within the SBA practice, it’s something else?

Frank Sorrentino

No, no, no.

Collyn Gilbert

Okay. And just along the lines of the lending efforts here, are you bringing over or what is the anticipation of who, if anybody will you guys be bringing over with this portfolio when turns of their business originators?

Frank Sorrentino

Yes, I mean our anticipation is there’ll be, I don’t want to say, status quo, but very close to status quo. They have a very good team of people at Greater Hudson. I think they’re going to be delighted to work under the ConnecOne banner and in that they’ll have more tools, bigger lending limit, a lot more at their disposals. So, if they’re happy now, they’ll be even happier with ConnectOne. We’re not anticipating making any changes whatsoever in the client facing status.

Collyn Gilbert

Okay. That’s very helpful. And then just back on the funding, Bill, so I know and I should have published that a bit, 80 basis points is cost of deposits. How has that been trending? I mean just trying to get a sense of what their betas have been?

Bill Burns

Yes. It’s been going up like quietly. I don’t want to be compare exactly now. So the constant deposits is very similar to ours, but the fact that they have less borrowings in wholesale funding allows their total cost to fund, so I think 15 basis points lower than ours.

Collyn Gilbert

Okay. All right, that’s helpful. And then, so just back to your cost saves — you kind of indicated the 70% efficiency getting to your 40% efficiency kind of calculate to the cost saves. I guess I’ve always thought of yours all ability to keep that efficiency ratio as low as you have has been a function as well of just your low branch count. So, I think what they have like seven branches and I know you had indicated that if there is an opportunity, you’re always going to look at that. But, I guess I’m asking again, so you think you can get to that to pro forma 40% efficiency ratio even with carrying their seven branches?

Bill Burns

Yes, I do and I said I think we could potentially depending on what it takes out exceed the 40%.

Collyn Gilbert

And then, was this negotiated transaction or bid?

Bill Burns

It was negotiated.

Collyn Gilbert

Final question, I know I’m asking a lot. But Frank, just your comment I think your opening remarks indicating that maybe the organic loan growth opportunities are slowing a little bit. The expectation is you can probably continue to supplement that with M&A. Can you talk a little bit about what you’re seeing from an organic — I know, you guys are only seeing in a couple of weeks, but what you’re seeing from an organic standpoint in terms of loan demand in the market?

Frank Sorrentino

I think it’s consistent with what we telegraphed at our last or on our last earnings call, in that we guided the market down probably to the lower double-digits and low-teens as far as growth as opposed to mid-teens, mid to high-teens. And I think that’s pretty consistent with what we’re seeing today relative to the opportunities that are in the marketplace for the things that we want to do.

We reiterate again we have had very disciplined approach around our multi-family portfolio and had slowed that lending down a bit. And we are and have been seen and seeing strength in our C&I portfolio, but those things take time. You know we see the balances immediately. But I think that sort of consistent low-double-digits growth is where we’re settling into here both from what the markets providing and what our disciplined approach is telling us we should be doing.

Operator

Thank you. We have no further questions at this is time. I would now like to turn the floor back over to management for closing comments.

Frank Sorrentino

I want to thank you everyone for joining us today and appreciate your interest. And we look forward to speaking to everyone again on our second quarter conference call which will be later this month on the 26th. Thank you.

Operator

Ladies and gentlemen, this does conclude today’s teleconference. You may disconnect your lines at this time. Thank you for your participation and have a wonderful day.

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