 Proposed Holding Company for Syndicated Stock Offering NASDAQ: UBNK November 2007 Filed by United Financial Bancorp, Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: United Financial Bancorp,Inc. Commission File No. 000-51369 |
 2 2 •United Financial Bancorp, Inc. has filed a registration statement (including a
prospectus) with the Securities and Exchange Commission (the
“SEC”) for the offering to which this communication relates.
Before you invest, you should read the prospectus in that registration
statement and other documents United Financial Bancorp, Inc. has filed with the SEC for more complete information about United Financial Bancorp, Inc. and this
offering. You may get these documents for free by visiting EDGAR on
the SEC Web site at www.sec.gov.
Alternatively, United Financial Bancorp, Inc., any underwriter or any dealer
participating in the offering will arrange to send you the prospectus if you request it by calling (413) 788-3333. •United Financial Bancorp, Inc. has filed a proxy statement/ prospectus concerning
the conversion with the SEC. Shareholders of United Financial Bancorp,
Inc. are urged to read the proxy statement/ prospectus because it contains
important information. Investors are able to obtain all documents filed with the SEC by United Financial Bancorp, Inc. free of charge by visiting EDGAR on the SEC’s website at www.sec.gov. In addition, documents filed with
the SEC by United Financial Bancorp, Inc. are available free of charge
from the Corporate Secretary of United Financial Bancorp, Inc. at 95 Elm Street, West Springfield, Massachusetts 01089, telephone (413) 788-3333. The directors, executive officers, and certain other members of management and employees of United
Financial Bancorp, Inc. are participants in the solicitation of proxies in
favor of the conversion from the shareholders of United Financial Bancorp,
Inc. Information about the directors and executive officers of United
Financial Bancorp, Inc. is included in the proxy statement/ prospectus filed
with the SEC. •The shares of common stock of United Financial Bancorp, Inc. are not savings accounts or savings deposits, may lose value and are not insured by the Federal Deposit Insurance
Corporation or any other government agency. |
 3 3 Disclaimer This presentation is for informational purposes only and does not
constitute an offer to sell shares of common stock of United Financial Bancorp, Inc. (UBNK). Please refer to the prospectus dated October 12, 2007. Certain comments made in the course of this presentation by UBNK are forward-looking in nature. These include all statements about UBNK’s operating
results or financial position for periods ending or on dates
occurring after June 30, 2007 and usually use words such as “expect”, “anticipate”, “believe”, and similar expressions. These comments represent management’s current beliefs, based upon information available to it at the time the statements are made with regard to the matters addressed. All forward looking statements are subject to risks and uncertainties that
could cause UBNK’s actual results or financial condition
to differ materially from those expressed in or implied by such statements. Factors of particular importance to UBNK include,
but are not limited to: (1) changes in general economic
conditions, including interest rates; (2) competition among providers of financial services; (3) changes in the interest rate
environment that reduce our margins or reduce the fair value
of financial instruments; (4) adverse changes in the securities markets; and (5) our ability to enter new markets successfully and
capitalize on growth opportunities. Please refer to the
Prospectus for additional factors. UBNK does not undertake any obligation to update or revise any forward-looking statements,
whether as a result of new information, future events or
otherwise. |
                         4 4 A History of Growth 1968 West Springfield merges with Springfield to form United Co-operative Bank. Four branches and $41 million in assets. 1897 West Springfield Co-operative Savings Fund and Loan Association incorporated. 1994 City Co-operative merges with United under United’s Charter. 1881 Westfield Co- operative Savings Fund and Loan Association incorporated. 1981 Westfield merges with United under United’s charter, creating a $114 million bank with eight offices. 2005 Mutual Holding Company Initial Public (minority) Offering. 7,672,152 shares at $10 1882 Springfield Co- operative Savings Fund and Loan Association incorporated. 2004 Converted to Federal Savings Bank Charter (OTS) and changed name to United Bank. Converted to Federal Stock Bank and formed Mutual Holding Company.
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 5 5 Shares sold in subscription and community offering: TBD Percent shares sold to ESOP: 7.88% Anticipated shares to be sold in Syndicated Offering: TBD Price per share: $10.00 Individual purchase limitation: $2,000,000 In-concert purchase limitation: $4,000,000 Expected annualized dividend at midpoint: $0.20 Insider ownership at midpoint: 2.3% Listing / Ticker: NASDAQ / UBNK (1) Syndicated Offering lead manager: Keefe, Bruyette & Woods Expected Pricing: TBD Expected Trading: TBD (1) For a period of 20 trading days after the completion of the offering, United Financial
Bancorp Inc.’s common stock will trade under the symbol “UBNKD.” Thereafter, United Financial Bancorp, Inc.’s trading symbol will revert to
“UBNK.” Transaction Overview
|
 6 6 Pro Forma Offering Range Minimum Midpoint Maximum Supermax Shares Sold in Offering 9,562,500
11,250,000 12,937,500 14,878,125 Shares to be Exchanged 8,201,867
9,649,255 11,096,643 12,761,139 Pro Forma Shares Outstanding 17,764,367
20,899,255 24,034,143 27,639,264 Offering Price per Share $10.00
$10.00 $10.00 $10.00 Gross Proceeds ($000s) $95,625
$112,500 $129,375
$148,781 Pro Forma Tangible Stockholders’ Equity per Share
$12.43 $11.26 $10.41
$9.66 Price / Pro
Forma Tangible Book 80.45%
88.81% 96.06%
103.52% Price / Pro Forma Earnings per Share 33.33x
35.71x 41.67x
45.45x Exchange Ratio 1.04056
1.22419 1.40782
1.61900 Pro Forma Risk-based Capital /
Risk-weighted Assets 20.53% 21.43%
22.32%
23.35% Pro Forma
Stockholders’ Equity / Assets 19.98%
21.04% 22.06%
23.21% |
 7 7 An Expanding Franchise • 13 full-service branches • 16 ATM locations • Two new branches opening in Q1 2008 (blue stars): • Agawam • East Longmeadow • Located at the crossroads of Western New England • Intersection of Interstate 91 and the Mass Turnpike • 90 minutes from Albany, NY and Boston, MA • 30 minutes North of Hartford, CT |
 8 8 Keith E. Harvey Executive Vice President,
Operations and Retail Sales • With United Bank since 1984; 60 years old • 30 plus years of retail banking experience Mark A. Roberts Executive Vice President and Chief
Financial Officer • Joined United Bank in 2006; 44 years old • Previously served as the Vice President and Controller for The Connecticut
Bank and Trust Company in Hartford, Connecticut; Vice
President of Finance at Woronoco Savings Bank for six years J.
Jeffrey Sullivan Executive Vice President and Chief Lending Officer • Joined United Bank in 2003; 44 years old • Previously served as Senior Vice President of Business Development and
Commercial Lending at the Bank of Western Massachusetts
John J. Patterson Senior Vice President, Risk
Management • Joined United Bank in 1993; 60 years old • Over 20 years experience in Risk Management and Credit Administration Experienced Management Team Richard B. Collins, CEO Richard B. Collins Chairman of the Board,
President and Chief Executive Officer •
Named Chairman of the Board in 2007 • Named CEO and joined United Bank Board of Directors in 2002 • Joined United Bank as President in 2001 • Previously served as President and CEO of First Massachusetts Bank, N.A.
• 64 years old |
 |
 10 10 Deposit Mix Money Market 23.5% CDs 48.2% Savings 8.8% Transaction 19.5% Core Deposits 52% of Total 0 50,000 100,000 150,000 200,000 250,000 300,000 350,000 Transaction Money Market Savings CD's 2002Y 2007Q3 533,704 594,748 613,672 653,611 685,686 723,118 450,000 500,000 550,000 600,000 650,000 700,000 750,000 2002Y 2003Y 2004Y 2005Y 2006Y 2007Q2 Total Deposits ($000) Deposit Mix as of September 30, 2007 |
 11 11 Consistent Deposit Growth Leveraging our core strengths: • Personal Banking emphasis • Well established, incentive-based cross-sales • Low churn rates • Comprehensive use of technology throughout business model • Customer Relationship Management software deployed to maximize
client relationships • Remote Deposit Capture • Online Deposit and Loan applications • A decade of emphasis on Online Banking • 41% of our checking account customers currently use online banking
• Of those customers, 51% use bill pay • Aggressively pursue Retail market share • New Branch openings in contiguous markets • Emphasis on new product introductions |
 12 12 Strong, Diversified Loan Growth • No sub prime or “Alt-A” loans • Construction loans less than 7% of total • Diversification of loan portfolio
• Shift towards more bank-like mix and yields Yield 6.26% 1-4 Family R.E. 41.0% Multifamily & Commercial R.E. 24.8% Construction 6.5% Commercial 9.4% Consumer & H.E. 18.4% Loan Mix as of September 30, 2007 0 50,000 100,000 150,000 200,000 250,000 300,000 350,000 Res RE Comml RE Construction C & I Home Equity Consumer 2002Y 2007Q3 Loan Portfolio Composition ($000) |
 13 13 Net Loans ($000) 463,383 497,078 569,243 630,558 756,180 808,112 300,000 400,000 500,000 600,000 700,000 800,000 900,000 1,000,000 2002Y 2003Y 2004Y 2005Y 2006Y 2007Q3 |
 14 14 Key Asset Quality Ratios 0.00% 0.10% 0.20% 0.30% 0.40% 0.50% 0.60% 2002Y 2003Y 2004Y 2005Y 2006Y 2007Q3 0.85% 0.90% 0.95% 1.00% 1.05% 1.10% 1.15% 1.20% 1.25% Non-performing Assets/Total Assets Reserves to Total Loans • No sub prime or “Alt A” residential mortgages • Conservative underwriting • Strong credit function • Independent loan review • Experienced lenders • Established relationships – “know the borrower” •Classified loans represent 1.60% of total loans at 9-30-07 0.00% 0.20% 0.40% 0.60% 0.80% 1.00% 2002Y 2003Y 2004Y 2005Y 2006Y 2007Q3 0.00% 0.03% 0.06% 0.09% 0.12% 0.15% Loans 60 Days or More Delinquent to Total Loans Net Charge-offs to Avg Loans |
 15 15 Total Assets ($000) 623,563 737,424 772,008 906,513 1,009,433 1,063,946 500,000 600,000 700,000 800,000 900,000 1,000,000 1,100,000 1,200,000 2002Y 2003Y 2004Y 2005Y 2006Y 2007Q3 |
 16 16 $0.00 $0.02 $0.04 $0.06 $0.08 $0.10 $0.12 Q4 05 Q1 06 Q2 06 Q3 06 Q4 06 Q1 07 Q2 07 Q3 07 Earnings per share 2.60% 2.70% 2.80% 2.90% 3.00% 3.10% 3.20% 3.30% Q4 05 Q1 06 Q2 06 Q3 06 Q4 06 Q1 07 Q2 07 Q3 07 Net Interest Margin Operating Results |
 17 17 Profitability Ratios 0.25% 0.30% 0.35% 0.40% 0.45% 0.50% 0.55% Q4 05 Q1 06 Q2 06 Q3 06 Q4 06 Q1 07 Q2 07 Q3 07 Fee Income/Average Assets 65.00% 70.00% 75.00% 80.00% 85.00% Q4 05 Q1 06 Q2 06 Q3 06 Q4 06 Q1 07 Q2 07 Q3 07 2.25% 2.37% 2.49% 2.61% 2.73% 2.85% Efficiency Ratio Non-interest Expense to Avg Assets |
 18 18 Capital Ratios 12.00% 12.50% 13.00% 13.50% 14.00% 14.50% 15.00% 15.50% Q4 05 Q1 06 Q2 06 Q3 06 Q4 06 Q1 07 Q2 07 Q3 07 $7.70 $7.80 $7.90 $8.00 $8.10 $8.20 $8.30 $8.40 Equity to Assets Book Value per Share |
 19 19 Deploying our Capital • Consistent Brand and Product Marketing • Continue emphasis on core deposits • Emphasize Customer Relationship Management • Franchise Expansion • DeNovo branching • Strategic acquisitions • Continued focus on Commercial Lending • Addition of three experienced Commercial Lenders and support staff • Maintain focus on experienced and conservative underwriting and credit
administration • Expand and diversify sources of non-interest income • Grew assets under management by $87M to $165M through organic growth and
acquisition • Increase consumer and commercial checking accounts • Continue to employ effective capital management strategies • Competitive dividend yield • Opportunistic common stock repurchases |
 20 20 Effective Capital Management 0.05 0.05 0.05 0.05 0.06 0.06 0.06 0.0200 0.0300 0.0400 0.0500 0.0600 0.0700 0.0800 ($) Pay Date Cash Dividends Paid • LTM Dividend Payout Ratio before holding company waiver = 103.9% • LTM Dividend Payout Ratio after waiver = 47.7% • Current Dividend Yield = 1.91% Stock Repurchase History 7/24/06: The board approved a plan to repurchase up to 340,000 shares of common stock over a six-month period 8/3/06: UBNK completes the repurchase of 340,000 shares of common stock at an average price o f $12.82. This repurchase represented approximately 2% of the company’s outstanding common stock, or about 4.2% of the company’s publicly traded shares.
11/17/06: The board approved a repurchase of up to 858,000 shares of the company’s outstandin g common stock, which represented approximately 5% of the company’s
outstanding common stock, or 10.8% of the company’s
publicly traded shares. |
 21 21 Investment Highlights United Bank • The largest publicly-traded, independent financial institution
headquartered in the greater Springfield area. • Surpassed $1 billion in total assets in 2006 • Founded in 1881 Strong, Experienced Management Team • Proven ability to grow our franchise, maintain credit quality and
effectively manage capital Strong Asset Quality • UBNK has historically experienced low levels of delinquencies,
non-performing assets and net charge-offs Growth
• Added two new branches since 2005; two more under construction and
scheduled to open in Q1 2008 • Core deposit generation is a focus • Added Commercial Lending officers and staff • Expanded Wealth Management Group through acquisition Capital Management • Consistent capital management strategies • Capital to support organic growth • Dividend policy • Share repurchase history Mergers and Acquisitions • Capital raised will position company to pursue strategic acquisitions
(none presently planned) or indirectly benefit from customer and deposit disintermediation from competitors’ acquisitions. There are more than 150 community banking institutions in Massachusetts and Connecticut with assets less than $500 million. |