Merger with North Valley Bancorp Creating the Premier Community Bank - - PowerPoint PPT Presentation

Merger with North Valley Bancorp

Creating the Premier Community Bank in Northern California Investor Presentation

January 21, 2014

NASDAQ: TCBK NASDAQ: NOVB

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Certain comments included in this presentation, including any projections of future revenues, cost savings and net income, may involve forward-looking statements, for which TriCo claims the protection of the "safe harbor" provisions created by Federal securities laws. Such forward- looking statements are subject to risks and uncertainties which may cause TriCo's actual results to differ materially from those contemplated by such statements. Such risks and uncertainties include whether shareholders approve the merger, whether the companies receive required regulatory approvals, the timing of the closing of the merger, whether the companies have accurately predicted acquisition and consolidation expenses, the timing and amount of savings from the merger, the expected earnings contributions of both companies and management’s ability to integrate the companies effectively. You should not place undue reliance on forward- looking statements and TriCo undertakes no obligation to update any such

• statements. Additional information concerning certain of these risks and uncertainties is

included in TriCo's Annual Report on Form 10-K for the fiscal year ended December 31, 2012 and TriCo's Quarterly Reports on Form 10-Q as filed with the SEC in fiscal 2013. Shareholders are urged to read the joint proxy statement/prospectus that will be included in the registration statement on Form S-4, which TriCo will file with the SEC in connection the proposed action because it will contain important information about TriCo, North Valley, the merger and related matters, including additional risk and uncertainties.

Safe Harbor Statement

Transaction Highlights

• Creates the Premier Community Bank in Northern California (1)
• $3.5 billion in total assets
• Approximately 80 branches from Bakersfield to the Oregon Border; expands the Tri Counties brand into

Humboldt, Trinity, and Sonoma counties

• Top 3 deposit market share rank in 15 of TriCo’s 26 pro forma counties of operation (2)
• Similar Community Banks with Strong Core Deposit Bases
• Significant Pro Forma Franchise Value
• Complementary Geographic Footprint
• Combination of Two Leading Banks in the Region
• Scarcity Value (3)
• Broadens and Deepens Competitive Strengths Relative to Competitors

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Strategic Merit Financially Attractive

(1) Based on 6/30/2013 deposit market share data per FDIC. (2) Among community banks. (3) One of three community banks headquartered in Northern California with over $3 billion in assets. (4) Based on Consensus Street estimates—TCBK for 2014 & 2015, and NOVB for 2014 (with an applied growth rate of 5% for 2015).

• Double-digit EPS Accretion in 2015(4)
• Meaningful Cost Synergies: targeting 40% of North Valley’s core noninterest expense
• Tangible Book Value Earnback of ~4 years
• Exceeds Internal Rate of Return Threshold

Low Risk Profile

• Thorough Process
• Strong Management Teams & Boards with Merger and Integration Experience
• Due Diligence Complete
• Compatible Organizational Structures and Familiar Operating Markets

Merger Summary

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(1) Based on TCBK’s closing price of $27.66 as of 1/17/2014; excludes cash out of NOVB options (estimated to be $3.4mm).

Consideration:

100% Stock to common shareholders; option holders to be cashed out

Fixed Exchange Ratio:

0.9433x shares of TCBK common stock for each share of NOVB common stock

Transaction Value(1):

$178.4 million or $26.09 per share as of 1/17/2014

Ownership Split:

71.4% TCBK / 28.6% NOVB

Board Representation:

3 NOVB directors to join TCBK’s current Board of 9 (Pro forma of 12)

Due Diligence:

Completed; including an extensive loan review

Termination Fees:

$7.6 million payable to TCBK under certain scenarios; $3.8 million payable to NOVB under certain scenarios

Minimum Shareholders’ Equity:

$95.1 million at close, subject to certain adjustments including the exclusion of seller transaction costs

Required Approvals:

Customary regulatory approvals and shareholder approvals by both companies

Targeted Closing:

Mid-year 2014

Premier Northern California Community Bank

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Pro Forma Branch Footprint

TriCo Bancshares (63) North Valley Bancorp (22)

The Greater Redding Area

• NOVB has 13 branches within 5 miles of TCBK branches

(1) Pro forma excludes purchase accounting marks. Source: SNL Financial.

As of 9/30/13 TCBK NOVB Pro Forma(1) Assets($000): $2,632,106 $912,447 $3,544,553 Gross Loans ($000): $1,660,298 $509,092 $2,169,390 Deposits ($000): $2,293,311 $779,770 $3,073,081

Strengthening Market Share (top 3 position in 58% of its counties)*

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Pro Forma Branch Franchise by County

TriCo Bancshares Counties North Valley Bancorp Counties Overlapping Counties TriCo Branches (63) North Valley Branches (22)

* Among community banks. Note: Community bank rankings excludes National and non-U.S. banking institutions. Source: SNL Financial. Deposit market share data as of 6/30/2013 per FDIC.

Market Market Rank Among Share Share Community Rank (%) Banks 1 Shasta 20 742,894 1 29.22 1 2 Butte 9 683,453 1 22.23 1 3 Nevada 7 223,665 3 13.47 1 4 Humboldt 5 135,437 6 8.99 3 5 Glenn 2 133,546 1 35.31 1 6 Sutter 3 131,870 4 10.12 2 7 Placer 5 119,088 14 1.36 6 8 Siskiyou 3 110,770 2 19.00 2 9 Sacramento 6 93,484 23 0.40 12 10 Stanislaus 3 82,269 14 1.36 5 11 Yolo 2 77,159 10 3.07 5 12 Trinity 2 65,985 1 59.34 1 13 Del Norte 2 65,548 1 33.79 1 14 Mendocino 2 61,784 6 4.50 3 15 Merced 1 43,591 9 2.55 3 16 Kern 3 37,192 16 0.55 8 17 Lake 1 28,729 8 4.74 4 18 Madera 1 25,357 11 2.52 6 19 Yuba 1 24,829 5 7.35 3 20 Tehama 1 22,965 8 3.67 3 21 Contra Costa 1 22,556 30 0.07 20 22 Colusa 1 21,984 5 6.26 2 23 Lassen 1 20,303 4 10.33 1 24 Fresno 1 20,258 24 0.18 14 25 Sonoma 1 6,718 19 0.06 10 26 Tulare 1 5,122 16 0.13 9 Total Franchise 85 $3,006,556 Branches Deposits ($000) # County

Overview of North Valley Bancorp (NASDAQ: NOVB)

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North Valley Bancorp (NASDAQ: NOVB) is the parent company for North Valley Bank. Since 1973, North Valley Bank has become the largest community bank in Shasta and Trinity Counties. Currently, North Valley Bank has 22 banking locations throughout Northern California. As of 9/30/2013, North Valley Bancorp had 303 employees.

(1) Nonperforming assets include troubled debt restructured loans. (2) 1Q’08–3Q’13 net charge-offs of $69.7 million plus $17.7 million estimated loan mark as a percentage of 4Q’07 gross loans of $746.2 million. Source: SNL Financial. Financial data for or as of the quarter ended 9/30/2013.

0.00 1.00 2.00 3.00 4.00 5.00 6.00 7.00 8.00 2009 FY 2010 FY 2011 FY 2012 FY 2013 FQ3 YTD

Improved Credity Quality (NPAs / Assets)

• 3.50
• 3.00
• 2.50
• 2.00
• 1.50
• 1.00
• 0.50

0.00 0.50 1.00 2009 FY 2010 FY 2011 FY 2012 FY 2013 FQ3 YTD

Improved Earnings (ROAA)

Overview Profitability (MRQ / LTM) (%) Valuation Metrics (%) Headquarters: Redding, CA ROAA: 0.26 / 0.36 Stock Price (as of 1/17/2014) $19.07 Assets ($000): $912,447 ROATCE: 2.59 / 3.51 Price / Tangible Book Value as of 9/30/13 1.36x Deposits ($000): $779,770 Net Interest Margin: 3.86 / 3.83 Price / LTM EPS 40.1x Gross Loans ($000): $509,092 Efficiency Ratio: 79.5 / 80.7 Price / 2013e EPS 30.4x Tangible Common Equity ($000): $94,928 Price / 2014e EPS 18.5x Price / 2015e EPS 13.0x Dividend Yield: 0.00 Balance Sheet & Capital (%) Asset Quality (%) Loans / Deposits: 65.0 NPAs(1) / Assets: 2.47 Securities / Assets: 33.1 NPAS(1) / (Loans + OREO) 4.29 Noninterest-bearing Deposits: 23.7 Reserves / Loans 1.83 TCE / TA: 10.4 LTM NCOs / Avg. Loans 0.43 Total Risk-based Capital Ratio: 18.6 Cycle Losses-to-Date(2) 11.7

Pro Forma Loans & Deposits

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Note: Financial data for the quarter ended 9/30/2013. Source: FR Y-9Cs.

Transaction Assumptions

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• 40% of NOVB’s 3Q’13 annualized core NIE of $36.1 million
• $19.6 million pre-tax

Cost Savings Other Fair Market Value (“FMV”) Adjustments One-Time Deal Costs

• Securities mark: $4.6 million write-down
• Fixed asset mark: $1.7 million write-up
• Deposit mark: $0.3 million write-up
• Trust Preferred mark: $9.5 million write-down
• Core deposit intangible created at 1.0% of target core deposits

Gross Loan Mark

• Loan mark: 3.50% or $17.7 million write-down
• Credit mark of 3.0%
• Interest rate mark of 0.5%

Revenue Enhancements

• None assumed for modeling purposes
• Opportunities include loan growth, investment securities growth, SBA and mortgage

Due Diligence

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Due Diligence Highlights Credit Due Diligence

• Comprehensive due diligence process
• Collaborative analyses by senior

management teams

• 3rd party resources
• Loan review
• Other assets and liabilities
• Legal & tax
• Reviewed individual loan files of

approximately $232 million or 46% of

• utstanding loans as of 10/31/13
• Gross loan mark of 3.50% or $17.7 million

pre-tax

Pro Forma Impact Analysis

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Impact Capital Ratios (as of 9/30/2013)

2015e EPS Accretion Internal Rate of Return TBV Earnback period

• Double digit EPS accretion (100% phase-in of cost savings during 2015)
• Exceeds internal rate of return threshold
• Initial TBV dilution of 5.2% as of 9/30/13
• Approximately 4 years(1)

TCBK NOVB Pro Forma TCE / TA 8.75% 10.41% 8.69% Leverage Ratio 10.37% 12.21% 10.62% Tier 1 Common Ratio 11.59% 14.01% 11.84% Tier 1 Ratio 13.62% 17.33% 14.20% Total Risk-based Capital Ratio 14.88% 18.58% 15.46%

(1) Earnback period based on the number of years required to eliminate the tangible book value per share dilution with the estimated pro forma TCBK EPS accretion. Initial tangible book value per share dilution includes all estimated merger expenses.

Transaction Pricing Comparison

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* Includes Nationwide bank & thrift transactions announced in the last twelve months with disclosed deal values between $100 million and $500 million and target NPAs / Assets ≤ 4%. Source: SNL Financial. ** EPS per mean research analysts estimate.

0.00x 0.50x 1.00x 1.50x 2.00x 2.50x 3.00x

Price / Tangible Book Value per Share of Comparable M&A Targets

0.00% 2.00% 4.00% 6.00% 8.00% 10.00% 12.00% 14.00% 16.00% 18.00% 20.00%

Core Deposit Premium of Comparable M&A Targets

TCBK / NOVB Comparable Transactions Median* Price / Tangible Book Value per Share 1.88x 1.69x Core Deposit Premium 11.79% 9.01% Price / 2014e EPS** 25.6x

Summary

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Strategic Merit Capital Position Allows for Continued Growth Low Risk Profile Use of Strong Currency Attractive Financial Returns for Shareholders Increases Franchise Value Market Expansion Strong Cultural Fit #1 Community Banking Institution in Northern California

Richard P. Smith (TriCo) President & Chief Executive Officer (530) 898-0300 (x8856) ricksmith@tcbk.com Thomas J. Reddish (TriCo) EVP & Chief Financial Officer (530) 898-0300 (x8870) tomreddish@tcbk.com Michael J. Cushman (North Valley) President & Chief Executive Officer (530) 221-4018 mcushman@novb.com Kevin Watson (North Valley) EVP & Chief Financial Officer (530) 226-2911 kwatson@novb.com