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Title:

Analyst Presentation

Entities:

BB&T Corp.; BWC Financial Corp.; CNB Florida Bancshares, Inc.; Colonial BancGroup, Inc.; First Federal Capital Corp.; First Oak Brook Bancshares Inc.; First Republic Bank; Firstbank NW Corp.; Florida Banks, Inc.; Harbor Florida Bancshares Inc.; Main Street Banks, Inc.; MB Financial, Inc.; National Bankshares Inc.; NewAlliance Bancshares, Inc.; South Financial Group Inc.; Waypoint Financial Corp.; Bank One Corp.; Wachovia Corp.

Date:

2006

Size:

31KB total

Price:

$37

ID:

#2679773

 

 

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BB&T
and
Coastal Financial Corporation
Myrtle Beach, South Carolina
Expanding a Great Franchise

Analyst Presentation
December 21, 2006



1






Forward-Looking Information

BB&T has made forward-looking statements in the accompanying analyst presentation materials that are subject to risks and uncertainties. These statements are based on the beliefs and assumptions of the management of BB&T, and on the information available to management at the time the analyst presentation materials were prepared. In particular, the analyst materials in this report include statements regarding expected cost savings from the merger, estimated merger or restructuring charges, estimated increases in Coastal Financial Corporations fee income ratio, the anticipated accretive effect of the merger, and BB&T's anticipated performance in future periods. With respect to estimated cost savings and merger or restructuring charges, BB&T has made assumptions about, among other things, the extent of operational overlap between BB&T and Coastal Financial Corporation, the amount of general and administrative expense consolidation, costs relating to converting Coastal Financial Corporations bank operations and data processing to BB&T's systems, the size of anticipated reductions in fixed labor costs, the amount of severance expenses, the extent of the charges that may be necessary to align the companies' respective accounting policies, and other costs related to the merger. The realization of cost savings and the amount of merger or restructuring charges are subject to the risk that the foregoing assumptions are inaccurate.

Any statements in the accompanying exhibit regarding the anticipated accretive effect of the merger and BB&T's anticipated performance in future periods are subject to risks relating to, among other things, the following possibilities: (1) expected cost savings from this merger or other previously announced mergers may not be fully realized or realized within the expected time frame; (2) deposit attrition, customer loss or revenue loss following proposed mergers may be greater than expected; (3) competitive pressure among depository and other financial institutions may increase significantly; (4) costs or difficulties related to the integration of the businesses of BB&T and its merger partners, including Coastal Financial Corporation, may be greater than expected; (5) changes in the interest rate environment may reduce margins; (6) general economic or business conditions, either nationally or regionally, may be less favorable than expected, resulting in, among other things, a deterioration in credit quality, or a reduced demand for credit; (7) legislative or regulatory changes, including changes in accounting standards, may adversely affect the businesses in which BB&T and Coastal Financial Corporation are engaged; (8) adverse changes may occur in the securities markets; and (9) competitors of BB&T and Coastal Financial Corporation may have greater financial resources and develop products that enable such competitors to compete more successfully than BB&T and Coastal Financial Corporation.

BB&T believes these forward-looking statements are reasonable; however, undue reliance should not be placed on such forward-looking statements, which are based on current expectations. Such statements are not guarantees of performance. They involve risks, uncertainties and assumptions. The future results and shareholder value of BB&T following completion of the merger may differ materially from those expressed in these forward-looking statements. Many of the factors that will determine these results and values are beyond management's ability to control or predict.



2






Outline

 

Background and transaction terms


 

Financial data


 

Rationale for the acquisition


 

Investment criteria


 

Summary


 

Appendix




3






BB&T Corporation (BBT)

 

$118.5 billion financial holding company


 

1,461 branch locations in NC, SC, VA, GA, MD, TN, WV, KY, FL, AL, IN, and the District of Columbia


For 3 Months
Ended 9/30/06
  Operating ROA
  1.46 %
  Cash Basis ROA   1.59 %
  Operating ROE   14.83 %
  Cash Basis ROE   28.53 %
  Cash Basis Efficiency Ratio   53.23 %



4






Coastal Financial Corporation

 

$1.7 billion bank holding company headquartered in Myrtle Beach, South Carolina


 

Coastal Financial has 24 branches: 17 in the Myrtle Beach area of South Carolina, and seven in the Wilmington area of North Carolina


For 3 months
Ended 9/30/06
    ROA       1.21 %
    Cash Basis ROA       1.21 %
    ROE       18.48 %
    Cash Basis ROE       18.48 %
    Cash Basis Efficiency Ratio       57.68 %



5






Company History

 

Originally founded in 1954 by a group of local community leaders who saw a need for a local bank that people could come to for assistance in buying or building a home.


Coastal Federal is the subsidiary bank and is organized as a federal savings bank.


Coastal Financial is the 12th largest financial institution in South Carolina.


First in deposit market share for six consecutive years in Horry County, South Carolina; currently ranked third in Brunswick County, North Carolina.




6






Pro Forma Company Profile

  Size:   $120.2 billion in assets  
        $24.3 billion in market capitalization*  
  Offices:      
VA   402  
NC   347  
GA   150  
MD   127  
SC   116  
FL   101  
KY   92  
WV   78  
TN   58  
DC   10  
AL   2  
IN            2  
TOTAL   1,485  

  *Based on closing prices as of 12/20/2006.



7











Terms of the Transaction








8






Terms of the Transaction

Purchase price:

$17.04*


Aggregate value:

$394.6 million*


Consideration:

A fixed exchange ratio of 0.385 of a share of BB&T stock for each share of Coastal Financial stock


Structure:

Tax-free exchange


Termination fee:

$15 million


Expected closing:

Second quarter 2007


Due Diligence:

Completed


  *Based on BB&Ts closing stock price of $44.27 on 12/20/06.



9






Pricing*

  Purchase price   $17.04  
  Premium/market   18.03 %
  Price/9-30-06 stated book   3.28 x
  Price/9-30-06 tangible book   3.28 x
  Price/LTM EPS   20.05 x
  BB&T shares issued   8.9   million*

  *BB&T shares based on Coastal Financials shares outstanding adjusted for stock options using the treasury method.



10






Acquisition Comparables*

Comparable Acquisitions Announced in the Southeast since January 1, 2004
with Seller Assets over $50 Million


 
                  Deal Pr/ Deal Pr/
    Date Seller   Deal Value/ Deal Pr/ Deal Deal Pr/ LTM LTM Core
Buyer Seller Announced Total Assets Deal Value Assets Stock Pr Pr/Bk Tg Bk EPS EPS
      ($M) ($M) (%) (%) (%) (%) (x) (x)
                     
South Financial Group, Inc. (The)    

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