UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 27, 2011 (June 27, 2011)
BankUnited, Inc.
(Exact name of registrant as specified in its charter)
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Delaware |
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001-35039 |
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27-0162450 |
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(State of Incorporation) |
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(Commission File Number) |
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(I.R.S. Employer Identification No.) |
14817 Oak Lane
Miami Lakes, FL 33016
(Address of principal executive offices) (Zip Code)
(305) 569-2000
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
x Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 8.01 Other Events.
On June 27, 2011, a representative of BankUnited, Inc. (“BKU”) delivered a presentation to analysts and investors. A copy of this presentation is attached as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit |
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Description |
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99.1 |
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BankUnited, Inc. Presentation. |
FORWARD-LOOKING STATEMENTS
This Current Report on Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that reflect the current views of BKU with respect to, among other things, future events and financial performance. BKU generally identifies forward-looking statements by terminology such as “outlook”, “believes,” “expects,” “potential,” “continues,” “may,” “will,” “could,” “should,” “seeks,” “approximately,” “predicts,” “intends,” “plans,” “estimates,” “anticipates” or the negative version of those words or other comparable words. Any forward-looking statements contained in this Current Report on Form 8-K are based on the current plans, estimates and expectations of BKU. This Current Report on Form 8-K may also contain forward-looking statements in connection with BKU’s proposed acquisition of Herald National Bank (“Herald”). The inclusion of any forward-looking information regarding BKU or Herald should not be regarded as a representation that future plans, estimates or expectations contemplated herein will be achieved. Such forward-looking statements are subject to various risks and uncertainties and assumptions relating to BKU’s and Herald’s respective operations, financial results, financial condition, business prospects, ability to complete the merger, growth, strategy and liquidity. If one or more of these or other risks or uncertainties materialize, or if the underlying assumptions prove to be incorrect, actual results may vary materially from those indicated in these statements. These factors should not be construed as exhaustive. BKU does not undertake any obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments or otherwise. A number of important factors could cause actual results to differ materially from those indicated by the forward-looking statements. Information on these factors can be found in the 2010 Annual Reports on Form 10-K of BKU and Herald, and in the Quarterly Reports on Form 10-Q of BKU and Herald, filed by BKU with the Securities and Exchange Commission (the “SEC”) and available at the SEC’s website (www.sec.gov) and filed by Herald with the Office of the Comptroller of the Currency (the “OCC”) and available at Herald’s website (www.heraldnb.com).
ADDITIONAL INFORMATION
In connection with the proposed merger, BKU will file with the SEC a Registration Statement on Form S-4 that will include a Proxy Statement of Herald and a Prospectus of BKU, as well as other relevant documents concerning the proposed transaction. INVESTORS ARE URGED TO READ THE REGISTRATION STATEMENT AND THE PROXY STATEMENT/PROSPECTUS REGARDING THE MERGER WHEN IT BECOMES AVAILABLE AND ANY OTHER RELEVANT DOCUMENTS FILED BY BKU WITH THE SEC AND HERALD WITH THE OCC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION.
Investors will be able to obtain a free copy of the Proxy Statement/Prospectus, as well as other filings containing information about BKU and Herald at the SEC’s website (http://www.sec.gov), and with respect to Herald, its website (www.heraldnb.com). You will also be able to obtain these documents, free of charge, at http://www.bankunited.com under the tab “About Us” and then under the heading “Investor Relations” and then under “SEC Filings.” Copies of the Proxy Statement/Prospectus and the SEC and OCC filings that will be incorporated by reference in the Proxy Statement/Prospectus can also be obtained, free of charge, by directing a request to Douglas J. Pauls, 14817 Oak Lane, Miami Lakes, FL 33016, (305) 461-6841.
BKU and Herald and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from the shareholders of Herald in connection with the proposed merger. Information about the directors and executive officers of BKU is set forth in the Annual Report on Form 10-K of BKU for the year ended December 31, 2010, as filed with the SEC on March 31, 2011. Information about the directors and executive officers of Herald is set forth in the proxy statement for Herald’s 2011 annual meeting of shareholders, as filed with the OCC and posted on Herald’s website and dated April 22, 2011. Additional information regarding the interests of those persons and other persons who may be deemed participants in the transaction may be obtained by reading the Proxy Statement/Prospectus regarding the proposed merger when it becomes available. You may obtain free copies of this document as described in the preceding paragraph.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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Dated: June 27, 2011 |
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BANKUNITED, INC. |
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/s/ Douglas J. Pauls |
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Name: Douglas J. Pauls |
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Title: CFO |
Exhibit 99.1
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BankUnited, Inc. June 27, 2011 |
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This presentation contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that reflect the current views of BankUnited, Inc. (“BankUnited” or “BKU”) with respect to, among other things, future events and financial performance. BankUnited generally identifies forward-looking statements by terminology such as “outlook”, “believes,” “expects,” “potential,” “continues,” “may,” “will,” “could,” “should,” “seeks,” “approximately,” “predicts,” “intends,” “plans,” “estimates,” “anticipates” or the negative version of those words or other comparable words. Any forward-looking statements contained in this presentation are based on the current plans, estimates and expectations of BankUnited. This presentation may also contain forward-looking statements in connection with BankUnited’s proposed acquisition of Herald National Bank (Herald). The inclusion of any forward-looking information regarding BankUnited or Herald should not be regarded as a representation of future plans, estimates or expectations contemplated herein will be achieved. Such forward-looking statements are subject to various risks and uncertainties and assumptions relating to BKU’s and Herald’s respective operations, financial results, financial condition, business prospects, ability to complete the merger, growth, strategy and liquidity. If one or more of these or other risks or uncertainties materialize, or if the underlying assumptions prove to be incorrect, actual results may vary materially from those indicated in these statements. These factors should not be construed as exhaustive. BankUnited does not undertake any obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments or otherwise. A number of important factors could cause actual results to differ materially from those indicated by the forward-looking statements. Information on these factors can be found in the 2010 Annual Reports on Form 10-K of BKU and HNB, and in the Quarterly Reports on Form 10-Q of BKU and HNB, filed by BKU with the Securities and Exchange Commission (the “SEC”) and available at the SEC’s website (www.sec.gov) and filed by HNB with the Office of the Comptroller of the Currency (the “OCC”) and available at HNB’s website (www.heraldnb.com). Forward-Looking Statements |
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Focused on business banking in metro markets 2nd largest independent bank in Florida 81 branches $10.8 billion of assets $3.7 billion of loans $6.9 billion of total deposits #6 in Miami MSA and #11 in FL by deposit share(2) Well-managed and well-capitalized financial institution Tier 1 Leverage: 10.6% Tier 1 Risk-Based: 44.0% Total Risk-Based: 44.9% (1) Unless otherwise noted, all statistics as of March 31, 2011. (2) As of June 30, 2010. About BankUnited Company Snapshot(1) Sarasota Fort Myers Miami Fort Lauderdale West Palm Beach Tampa Opening Soon Existing Branches Orlando 3 |
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April 28, 2009 – BankUnited, Inc. was organized by a management team led by John Kanas Initially capitalized with $945 million by investors including Blackstone, Carlyle, WL Ross and Centerbridge (management invested $36 million) May 21, 2009 – BankUnited acquired $13.6 billion in assets, assumed $12.8 billion in liabilities and received $2.2 billion in cash from the FDIC upon consummation of the Acquisition Loss Sharing Agreements executed with the FDIC to share in the losses on approximately $11.6 billion in covered assets We have received over $1.5 billion in reimbursements for losses incurred as of May 31, 2011 February 2, 2011 – BankUnited, Inc. completed successful IPO 33.35 million shares sold (which includes 4 million primary shares) at $27/share June 2, 2011 – BankUnited, Inc. and Herald National Bank executed a definitive agreement under which Herald will be acquired for approximately $71 million June 14, 2011 – Application submitted to convert BankUnited to a national bank Timeline of Significant Events 4 |
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What Have We Done So Far? 5 Shifted to Business Banking Model Reconfigured and Expanded Branch Network Rebuilt Technology Platform Cultivated Strong Regulatory Relationships Initial Public Offering Replaced Entire Bank Senior Management Team |
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Impressive New Loan Growth ($MM) 6 $189 $255 $343 $541 $596 $130 $0 $0 $250 $500 $750 May 2009 Dec 2009 Mar 2010 Jun 2010 Sep 2010 Dec 2010 Mar 2011 |
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Shift to Stable Core Deposits 7 May 2009 March 2011 |
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Replaced Entire Bank Senior Management Team 8 |
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Old Face Before... 9 |
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Rolled out new company logo Eliminated non-strategic branches Consolidated our non-branch operations into one location Improved the overall presentation of our resulting footprint After 10 New Face... |
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Rebuilt Technology Platform 11 Information Technology Goals Deliver superior products and services to our clients Expand capacity in order to accommodate our expansion strategy and support a large regional financial institution Significant Investments Converted core deposit system to latest Fiserv product Replaced general ledger system Replacing entire loan system Upgraded anti-money laundering software Established disaster recovery infrastructure |
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Ongoing Supervision and Regular Onsite Examinations for Safety and Soundness Examinations and Audits for Compliance with Loss Sharing Agreements and Mortgage Servicing Cultivated Strong Regulatory Relationships Undergone full-scope regulatory examination Approved to open multiple de novo branches Approved to acquire leasing businesses Active bidder on FDIC-assisted transactions Approved to pay quarterly dividends (from bank) 12 |
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Charter Conversion 13 Today Interim Period (Transaction close through August 2012) Post August 2012 |
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Initial Public Offering Investor Pre-IPO Ownership Post-IPO Ownership The Blackstone Group 23.6% 14.1% The Carlyle Group 23.6% 14.1% WL Ross & Co. 23.6% 14.1% Centerbridge Partners 18.5% 11.1% Other Investors 7.0% 39.6% Management(1) 3.8% 7.0% Total 100% 100% (1) Post-IPO ownership value excludes vested options. 14 Completed successful IPO on February 2, 2011 33.35 million shares sold (which includes 4 million primary shares) at $27/share Eliminated LLC holding company and related governance |
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We will continue to grow in Florida 10 75 95 4 95 75 Total Deposits in Florida: $410 billion Growth rate: 2.2% (1) Source: SNL Financial. Deposit data as of June 30, 2010. 15 |
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and we are on our way to New York Total Deposits in Manhattan: $493 billion Growth rate: 15.0% (1) Source: SNL Financial. Deposit data as of June 30, 2010. 88 90 495 390 90 81 95 495 9A 495 16 |
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Acquisition of Herald National Bank Strategic rationale of the transaction Clean loan portfolio Herald operates under similar business model Provides platform for market entry into New York Several employees at senior and middle management positions were former employees of North Fork with market knowledge due to their many years of experience in the banking industry 17 Loan Portfolio: $322 million(1) Deposit Portfolio: $437 million(1) (1) Data as of March 31, 2011. |
