BANCORPSOUTH BANK Acquisition of Texas First Bancshares, Inc. - - PowerPoint PPT Presentation
BANCORPSOUTH BANK Acquisition of Texas First Bancshares, Inc. - - PowerPoint PPT Presentation
BANCORPSOUTH BANK Acquisition of Texas First Bancshares, Inc. September 23, 2019 Forward Looking Statements Certain statements contained in this presentation and the accompanying slides may not be based upon historical facts and are forward
Forward Looking Statements
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Certain statements contained in this presentation and the accompanying slides may not be based upon historical facts and are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements may be identified by their reference to a future period or periods or by the use of forward-looking terminology such as “anticipate,” “believe,” “could,” “continue,” “seek,” “intend,” “estimate,” “expect,” “foresee,” “hope,” “intend,” “may,” “might,” “plan,” “should,” “predict,” “project,” “goal,” “outlook,” “potential,” “will,” “will result,” “will likely result,” or “would” or future or conditional verb tenses and variations or negatives of such terms. These forward-looking statements include, without limitation, those relating to the without limitation, statements relating to the terms, timing and closing of the proposed merger with Texas First Bancshares, Inc. (“Texas First”), acceptance by customers of Texas First of BancorpSouth Bank’s products and services, BancorpSouth Bank’s opportunities to enhance market share in certain markets and market acceptance of BancorpSouth Bank generally in new markets. BancorpSouth Bank cautions readers not to place undue reliance on the forward-looking statements contained in this presentation and the accompanying slides, in that actual results could differ materially from those indicated in such forward-looking statements as a result of a variety of factors, many of which are beyond the control of BancorpSouth Bank. These factors may include, but are not limited to, the ability of BancorpSouth Bank and Texas First to complete the merger, the ability of BancorpSouth Bank and Texas First to satisfy the conditions to the completion of the merger, including the approval of the merger by Texas First’s shareholders and the receipt of all regulatory approvals required for the merger on the terms expected in the respective merger agreement, the ability of BancorpSouth Bank and Texas First to meet expectations regarding the timing, completion and accounting and tax treatments of the merger, the possibility that any of the anticipated benefits, cost savings, and synergies of the merger will not be realized or will not be realized as expected, the failure of the merger to close for any other reason, the effect of the announcement
- f the merger on BancorpSouth Bank’s operating results, the possibility that the merger may be more expensive or time-consuming to complete than
anticipated, including as a result of unexpected factors or events and the impact of all other factors generally understood to affect the assets, business, cash flows, financial condition, liquidity, prospects and/or results of operations of financial services companies and the other factors described under the caption “Risk Factors” in BancorpSouth Bank’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018 which was filed with the FDIC on February 28, 2019. Forward-looking statements speak only as of the date of this presentation and the accompanying slides and, except as required by law, BancorpSouth Bank does not undertake any obligation to update or revise forward-looking statements to reflect events or circumstances that occur after the date of this presentation and the accompanying slides.
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Overview of Texas First Bancshares, Inc.
(1) Financial information obtained from FDIC data and internal financial statements.
Date Established: 1906 Number of Branches: 6
Bank Level Financial Highlights(1) 6/30/19
Balance Sheet Data Total Assets ($MM) 391.3 Total Loans ($MM) 162.6 Total Deposits ($MM) 356.6 Loans to Deposits (%) 45.6 Noninterest Bearing Deposits / Deposits (%) 20.3 Average Deposits Per Branch ($MM) 59.4 Profitability Data (2019 YTD) Net Interest Margin (%) 2.55 Efficiency Ratio (%) 86.8 Return on Average Assets (%) 0.29
BXS Texas First
Transaction Summary
4 Merger Partner Purchase Price(1) Consideration Deal Value Collar Consideration Mix(1) Minimum Equity Requirement(2) Management Retention Texas First Bancshares, Inc. and its wholly owned bank subsidiary, Texas First State Bank (collectively, “Texas First”) $44.3 million 1,065,000 shares of BXS common stock and $13.0 million in cash $38.8 million to $46.5 million ≈ 70% stock / 30% cash $25.35 million after seller-incurred expenses Rodney Kroll (Chairman – Waco Area) Anticipated Closing First half of 2020 Required Approvals Regulatory, Texas First shareholder, and other customary approvals
(1) Based upon BancorpSouth’s closing price of $29.41 on September 20, 2019. (2) In the event Texas First’s equity capital at closing is less than $25.35 million after seller-incurred expenses, then the consideration will be adjusted downward by an amount equal to such equity capital shortfall.
- Located within the Killeen-Temple, TX MSA,
Fort Hood is the largest active-duty, armored US military base in the world.
- Fort Hood is directly responsible for employing
around 55 thousand people and almost twice that amount indirectly. This makes Fort Hood the largest single site employer in the state of Texas.
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Central Texas Market Overview
- The Killeen-Temple, Texas and Waco, Texas Metropolitan Statistical Areas, home to a combined 720 thousand
people, are expected to significantly outpace the nation’s average population growth over the next five years. This market is ideally located and is almost equidistant to the cities of Austin and Dallas.
Source: U.S. Census Bureau, Bureau of Labor Statistics
- Waco is home to Baylor University, boasting
approximately 17 thousand students enrolled and employing almost 3 thousand people.
- While the tourism industry has recently
expanded in Waco, other business expansion has also occurred. The Waco area saw over $119 million of capital investment in the year 2018.
Killeen-Temple, TX MSA Waco, TX MSA $72K – Average Household Income 162 K – Households 22.4% hold at least a Bachelor’s Degree $72K – Average Household Income 102 K – Households 22.1% hold at least a Bachelor’s Degree
76 Full-Service Branches 5 Stand-Alone Mortgage Locations 4 Stand-Alone Insurance Locations
Pro Forma (State of Texas)
Loans Deposits
$4.3 B $3.9 B
Locations 6
Pro Forma Texas Franchise
- Additional branch locations in Central Texas provide additional
market share and offer opportunities for continued expansion into rapidly growing areas.
- Pro forma deposit market share now stands at 28th in the state
- f Texas.
Note: Pro forma loan and deposit totals include recent acquisition of Texas Star Bank. Source: FDIC Summary of Deposits (as of 6/30/19) and internal data
BXS Texas First
Cost Savings Mark-to-Market Adjustments(1)
30% of noninterest expense Estimated 1.5% mark on gross loans
Core Deposit Intangibles
Estimated 2.5% of all non-time accounts / 10 year amortization
Transaction Assumptions and Valuation
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(1) Excludes incremental provision associated with CECL.
Aggregate Transaction Value(1) Price / Tangible Book Value Price / LTM Net Income Core Deposit Premium EPS Accretion(2) Initial TBV Dilution TBV Earnback Period Regulatory Capital Ratios
5% 1st Year of Combined Operations Less Than 0.5% Under 2.5 Years Remain Well Capitalized Merger Multiples Financial Impact $44.3 million 1.63x NM
Transaction Assumptions and Valuation
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(1) Based upon BancorpSouth’s closing price of $29.41on September 20, 2019. (2) Excludes deal charges and CECL related provision expense. Note: NM – Not Meaningful
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Deposit Market Share ($ in ‘000s)
(1) Includes recent acquisitions of Summit Bank and Texas Star Bank Source: FDIC Summary of Deposits (as of 6/30/19)
Market BXS Market Share Rank Total BXS Deposits(1) BXS Market Share 2019 (%) Texas First State Bank Pro Forma Deposits 6/30/19 Pro Forma Market Share Rank Pro Forma Market Share 2019 (%) Mississippi 3 5,730,924 10.4%
- 5,730,924
3 10.4% Texas 29 3,471,667 0.4% 356,554 3,828,221 28 0.4% Arkansas 8 1,709,019 2.4%
- 1,709,019
8 2.4% Louisiana 12 1,468,600 1.4%
- 1,468,600
12 1.4% Tennessee 20 1,429,003 0.9%
- 1,429,003
20 0.9% Alabama 15 1,149,150 1.1%
- 1,149,150
15 1.1% Florida 72 485,280 0.1%
- 485,280
72 0.1% Missouri 82 318,910 0.2%
- 318,910
82 0.2% Total 15,762,553 356,554 16,119,107
– Pro forma loans of approximately $380 million in the area
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Well-established, low cost deposit base - opportunity for re-deployment into loan portfolio
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Meaningful synergies and opportunity for efficiency improvement – Branch overlaps in multiple markets
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Opportunity to cross-sell insurance, mortgage, and wealth management business to current bank customers
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Enhancement of existing market presence in Central Texas with additional market share captured – Addition of six branch locations providing an entry point in the Waco, Texas market as well as additional penetration into other Central Texas markets
Strategic Rationale
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BancorpSouth’s common stock is listed on the New York Stock Exchange under the symbol BXS. Additional information can be found at www.bancorpsouth.com.* As a reminder, all of the Company’s Securities Exchange Act filings are made with the Federal Deposit Insurance Corporation and can be found at https://efr.fdic.gov/fcxweb/efr/index.html.
*Reference to BancorpSouth’s website does not constitute incorporation by reference of the information contained
- n the website and is not, and should not, be deemed part of this presentation.
Investor Inquiries
Will Fisackerly Director of Corporate Finance BancorpSouth Bank (662) 680-2475 will.fisackerly@bxs.com