Mergers & Acquisitions

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Deal Overview

Buyer:
BOK Financial Corporation
Actual Acquirer:
BOKF, National Association
Target:
CoBiz Financial Inc.
Deal Type:
Bank & Thrift Company
Agreement Date:
6/17/2018
Announcement Date:
6/18/2018
Announced Deal Value ($ M):
978.37
Status:
Completed
Completion Date:
10/1/2018
Announced Deal Value Per Share ($ )
23.02

Consideration Breakout
Cash ($M) 241.7
Common Stock ($M) 701.2
Common Stock Issued 7,231,705

Deal Pricing Ratios

Announcement Completion
Price / Book (%) 288.1 272.4
Price / Tangible Book (%) 288.7 272.9
Price / Earnings (x) 25.6 23.7
Price / Deposits (%) 30.77 30.05
Price / Assets (%) 25.64 24.34
Tangible Book Premium/ Deposits (%) NA NA
Deal Terms
Description of Consideration

BOK Financial Corp. paid approximately $5.70 in cash and exchanged 0.17 shares of its common stock for each of the outstanding share of CoBiz Financial Inc. BOK Financial Corp. also assumed CoBiz Financial Inc.’s Notes.

Accounting Method Acquisition
In-State Transaction? No
Merger of Equals? No
Geographic Expansion? Partial Overlap
Goodwill Generated ($ 000) NA
Estimated Cost Savings (%) 40.00
Estimated Cost Savings ($ 000) 43,841
Est. Restructuring Charges ($ 000) 44,000
Maximum Termination Fee ($ 000) 34,200
Minimum Termination Fee ($ 000) 0
Exchange Ratio (Common For Common) 0.170000
Exchange Ratio (Common For Preferred) NA
Exchange Ratio (Preferred For Common) NA
Exchange Ratio (Preferred For Preferred) NA
Lockup Agreement No
Strike Price ($ ) NA
% of Shares Outstanding NA
Shares Under Option NA
Core Deposit Intangibles ($ 000) 46,152
Deal Advisers
Financial Advisers
Party Advised Adviser Hired? Firm Name
Buyer Yes Goldman Sachs & Co. LLC
Seller Yes Bank of America Merrill Lynch
Legal Counsel
Party Advised Adviser Hired? Firm Name
Buyer Yes Frederic Dorwart Lawyers
Seller Yes Simpson Thacher & Bartlett LLP
Tax documents


The merger of BOK Financial and CoBiz Financial was completed on October 1, 2018. Under the terms of the merger agreement, CoBiz shareholders received $5.70 per share in cash and a fixed exchange ratio of 0.17 shares of BOK Financial stock for each CoBiz share owned, with cash to be paid in lieu of any fractional shares.

For more information on the tax consequences of the transaction, refer to the form S-4 filed by BOK Financial with the U.S. Securities and Exchange Commission on July 17, 2018.

This information is for illustrative purposes and not intended as tax advice. You should consult your tax advisor as to the specific tax consequences to you of the transaction under U.S. Federal, state, local and foreign tax laws.