Forward-Looking Statements This presentation contains forward-looking statements that relate to expectations, beliefs, projections, future plans and strategies, anticipated events or trends and similar expressions concerning matters that are not historical facts. These forward-looking statements include, but are not limited to, statements about (i) the benefits of the Merger between Western Alliance and Aris Mortgage Holding Company, LLC (“Aris”), including future financial and operating results, cost savings, enhancements to revenue and accretion to reported earnings that may be realized from Western Alliance’s acquisition of AmeriHome, Aris’ wholly- owned subsidiary; (ii) expected capital raising activities (iii) objectives, expectations and intentions and other statements contained in this presentation that are not historical facts; and (iv) other statements identified by words such as “may,” “assumes,” “approximately,”
“will,” “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates,” “targets,” “projects,” or words of similar meaning generally intended to identify forward-looking statements. These forward-looking statements are based upon the current beliefs and expectations of the management of Western Alliance and are inherently subject to significant business, economic, and competitive uncertainties and contingencies, many of which are beyond the control of Western Alliance. In addition, these forward- looking statements are subject to various risks, uncertainties and assumptions with respect to future business strategies and decisions that are subject to change and difficult to predict with regard to timing, extent, likelihood and degree of occurrence. As a result, actual results may differ materially from the anticipated results discussed in these forward-looking statements because
of possible uncertainties. The following factors, among others, could cause actual results to differ materially from the anticipated results or other expectations expressed in the forward-looking statements: • the businesses of Western Alliance and AmeriHome may not be combined successfully, or such combination may take longer, be more difficult, time- consuming or costly to accomplish than expected; • the expected growth opportunities, accretion or cost savings from Western Alliance’s acquisition of AmeriHome may not be fully realized or may take longer to realize than expected; • operating costs and business disruption following the Merger may be greater than expected; • federal antitrust review and state licensing regulatory and other approvals required for consummation of the Merger may not be obtained or completed on the anticipated schedule, on the proposed terms or at all; • the ability of Western Alliance to complete a capital raising transaction to support
the Merger and future growth on terms, conditions, and pricing it deems satisfactory; • the effects of the ongoing COVID-19 pandemic on Western Alliance, AmeriHome, and their respective customers, employees and third-party service providers; and • the other factors that may affect future results of Western Alliance and AmeriHome discussed in Western Alliance’s reports (such as Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K) and AmeriHome’s Registration Statement on Form S-1 (as amended) filed with the Securities and Exchange Commission. Any forward-looking statement made in this release is based only on information currently available to us and speaks only as of the date on which it is made. We do not intend to have and disclaim any duty or obligation to update or revise any industry information or forward-looking statements, whether written or oral, that may be made from time to time, set forth in this release to
reflect new information, future events or otherwise.
1 Western Alliance to Acquire AmeriHome, a Leading National B2B Mortgage Acquirer & Servicer Extends WAL’s National Commercial Bank Strategy with correspondent mortgage platform that enhances growth, returns and diversification Financially compelling; produces over 30% EPS and 500 bps ROATCE accretion in 2022E Robust capital generation profile; TBVPS earnback in less than one year Diversifies revenue profile; markedly increases fee income contribution Augments stable funding; increases access to low-cost, low-beta core deposits Facilitates complementary, balanced business mix; positions WAL for continued growth and consistent returns across cycles Strong cultural fit and continuity of highly experienced leadership team minimizes operational and execution risk Deploys excess liquidity into higher yielding, low credit risk assets
AmeriHome Business Overview 3 ▪ Leading B2B Correspondent mortgage producer is attractive channel for new customers and servicing assets – Third largest correspondent mortgage acquirer with ~6% market share – Founded in 2013 and licensed in 49 states – 968 FTEs across Thousand Oaks, CA (HQ), Dallas and Irvine locations ▪ Growing Consumer Direct channel protects MSR values through recapture and provides optionality for lead generation ▪ 724 approved correspondent sellers provide access to $635bn of LTM “looks,” (representing ~19% of total market) ▪ Geographically diversified B2B network and MSR portfolio ▪ Highly seasoned founder-led management team with ~27 years of average experience: – Chief Executive Officer: Jim Furash (29 years of experience) – Chief Investment Officer: Josh Adler (25 years of experience) ________________________ (1) Average for 2015 – 2019. (2) Based on Inside Mortgage Finance
data for the 9 months ended 9/30/2020. Acquisition and Servicing UPB by Year ($ in billions) AmeriHome is a leading national multi-channel mortgage purchaser and servicer Business Overview #3 Correspondent Lender (2) 60% Purchase Acquisition Mix 27% 2015 – 2020 Correspondent Volume CAGR 149% 2016 – 2020 Consumer Direct Volume CAGR 40% 2015 – 2020 MSR UPB CAGR $65BN FY 2020 Correspondent and Consumer Direct Origination 2020 Servicing UPB: 67% Conventional / 33% Government Purchase $139.3 (60%) Refinance $92.7 (40%) FY 2020 Mix by Product FY ‘15 – ‘20 Mix by Purpose Mortgage Acquisition Volume Mix ($ in billions) $230BN+ in volume with purchase mix ~10 points above industry (1) FY 2020 acquisition volume of $65BN Conventional $46.8 (73%) Government $17.7 (27%) Other $0.1 (0%) $18.7 $32.5 $34.6 $37.2 $44.4 $64.5 $18.9 $43.0 $61.3 $66.2 $78.3 $98.8 2015 2016 2017 2018 2019 2020 Acquisition Servicing UPB
6 Purchase Price ▪ Est. aggregate cash purchase price of $1.0 billion, subject to final closing equity and other adjustments ‒ Comprised of adjusted TBV(1) + $275 million platform premium at closing ▪ Aggregate purchase price represents ~1.4x adjusted TBV(1) Synergies ▪ After-tax funding synergies of $53mm in 2022 resulting from replacing AMH’s lines with WAL cash ▪ No operating expense savings assumed Balance Sheet Adjustments ▪ Interest rate mark of $44 million on $525 million of debt, amortized over 3.5 years ▪ No CECL credit mark on loans due to short-term holding period and HFS classification ▪ Core deposit intangibles of $5.6 million (or 1% of custodial deposit balance) Other Transaction Related Charges ▪ Merger charges of $35 million pre-tax ▪ Build out costs of $2 million after-tax in 2021 and $3 million after-tax in 2022 Capital ▪ Pro forma CET1 expected to be ~9.1%,
building back to ~9.8% by YE 2021 ‒ Transaction to be financed with balance sheet liquidity and a planned estimated $275 million capital raise to offset goodwill ▪ WAL to optimize MSR balance for ongoing operations and regulatory capital treatment Expected Closing ▪ Second quarter of 2021, subject to customary conditions and state licensing regulatory approvals Transaction Summary ________________________ (1) $693 million as of 12/31/20.
8 Conclusion: A Differentiated Platform, with the Right Team, at the Right Time WAL’s Value Proposition AmeriHome’s Alignment Diversified national business model ✓ Industry leading franchise in 49 states Commercial focus ✓ Correspondent B2B strategy Efficient scale ✓ Technology-enabled ability to rapidly scale up and down Industry-leading profitability ✓ >30% accretive to EPS and 500bps ROATCE expansion in 2022E Shareholder-focused capital management ✓ Strong capital generator for the entire franchise Conservative credit culture ✓ Limited credit loss exposure and low execution risk Seasoned and invested leadership ✓ Experienced and entrepreneurial management team AmeriHome complements and accelerates WAL’s strategic priorities
