Attached files
| file | filename |
|---|---|
| 8-K - FORM 8-K - IBERIABANK CORP | d8k.htm |
| EX-2.1 - EXHIBIT 2.1 - IBERIABANK CORP | dex21.htm |
| EX-99.1 - EXHIBIT 99.1 - IBERIABANK CORP | dex991.htm |
 Acquisition of Cameron Bancshares, Inc.
March 11, 2011
Exhibit 99.2 |
 Safe Harbor And 425 Language
2
Statements contained in this presentation which are not historical facts and
which pertain to future operating
results
of
IBERIABANK
Corporation
and
its
subsidiaries
constitute
“forward-looking
statements”
within the meaning of the Private Securities Litigation Reform Act of 1995.
These forward-looking statements involve
significant
risks
and
uncertainties.
Actual
results
may
differ
materially
from
the
results
discussed
in
these forward-looking statements. Factors that might cause such a
difference include, but are not limited to, those discussed in the
Company’s periodic filings with the SEC. In connection with the
proposed merger, IBERIABANK Corporation will file a Registration Statement
on
Form
S-4
that
will
contain
a
proxy
statement/prospectus.
INVESTORS
AND
SECURITY
HOLDERS
ARE
URGED
TO CAREFULLY READ THE PROXY STATEMENT/PROSPECTUS REGARDING THE PROPOSED
TRANSACTION WHEN IT BECOMES AVAILABLE, BECAUSE IT WILL CONTAIN IMPORTANT
INFORMATION. Investors and security holders may
obtain
a
free
copy
of
the
proxy
statement/prospectus
(when
it
is
available)
and
other
documents
containing information about IBERIABANK Corporation, Cameron Bancshares, Inc.
and OMNI BANCSHARES Inc., without charge, at the SEC's
web site at http://www.sec.gov. Copies of the proxy statement/prospectus
and the SEC filings that will be incorporated by reference in the proxy
statement/prospectus may also be obtained
for
free
from
the
IBERIABANK
Corporation
website,
www.iberiabank.com,
under
the
heading
“Investor
Information”.
This
communication
is
not
an
offer
to
purchase
shares
of
Cameron
Bancshares,
Inc.
common
stock
or OMNI BANCSHARES, Inc. common stock, nor is it an offer to sell shares of
IBERIABANK Corporation common stock which may be issued in either
proposed merger. Any issuance of IBERIABANK Corporation common stock
in either proposed merger would have to be registered under the Securities Act
of 1933, as amended, and such IBERIABANK Corporation common stock would
be offered only by means of a prospectus complying with the Act.
|
 Enter
Lake
Charles
market
through
acquisition
of
a
well
regarded
and
highly
performing
Lake Charles-based community bank
Attractive, established client base; complements our client base
Adds 22 branches and approximately $575 million of deposits
Favorable small business and retail client mix
Highly profitable institution with significant market share
Opportunity to expand middle-market and private banking markets
Combination benefits including identified cost savings and opportunity to
utilize our product set
Expected to be 3% to 5% accretive to EPS, excluding one-time merger
costs, assuming synergies fully phased-in
Maintain strong pro forma capital ratios
Internal rate of return estimated to be above 20%
Companies know one another well
Significant experience in the Lake Charles market
Comprehensive due diligence including detailed credit analysis
Similar low risk cultures and strong business fit
Proven track record of well-priced, well-integrated
transactions Successfully completed two simultaneous acquisitions
(Pulaski/ Pocahontas and Orion/Century)
Transaction Rationale
3
Compelling
Strategic
Rationale
Financially
Attractive
Low Risk |
 2010 Net Income: $9.3 million
Total Loans: $408 million
Total Assets: $706 million
Total Deposits: $575 million
Total Equity: $77 million
NPAs/Total Assets: 1.34% (5-
year average of 0.43%)
Overview
Cameron Bancshares, Inc.
Markets
4
Headquartered in Lake Charles,
Louisiana (Calcasieu Parish)
Bank founded in 1966
Extremely profitable –
Average ROA and
ROE of 1.45% and 14.59% over the past
5 years, respectively.
Core funded with cost of funds of 0.83%
(5-year average of 1.26%)
Focus on retail and small business
Sizeable auto lending business (6% of
loans)
Excellent marketing programs
Named “Best Bank”
in The Times of
Southwest Louisiana 12 straight years
and “Best Bank”
in Lagniappe’s Best of
Lake Charles readers poll 10 straight
years.
CEO Roy M. Raftery, Jr. is 68 years old
22 branches and 48 ATMs in
greater Lake Charles market area
Key MSAs: Lake Charles
Concentrated distribution system
(convenience strategy)
Financial Highlights
At December 31, 2010 |
 Distribution System
IBERIABANK/Cameron Markets
5 |
 Strengthens Our Louisiana Franchise
Lake Charles MSA
Rank
Company
Branches
Deposits
Mkt.
Share
1
Capital One
15
$ 834 27%
2
JPMorgan
12
597
19
3
IBERIABANK/
Cameron
19
538
17
4
First Federal
7
349
11
5
Hancock/
Whitney
5
250
8
6
Jeff Davis
8
234
7
7
Business First
1
105
3
8
Louisiana
Community
4
55
2
9
Midsouth
3
55
2
10
Financial Corp.
2
43
1
6
Source: SNL Financial Deposit Data as of June 2010
Cameron Branches |
 Greater Lake Charles Area
7
Population: 195,000
2010-2015E Population Growth: 0%
Median Household Income: $40,000
2000-2010 HH Income Growth: 14%
2010-2015E HH Income Growth: 9%
Low Unemployment Rate: 7%
Fifth Largest City in Louisiana
Major Center Of Petrochemical
Refining, Education, Tourism And
Gaming
Lake Charles MSA Parishes:
Calcasieu
Cameron
Corporate Headquarters or Significant
Operations: PPG Industries,
ConocoPhillips, Citgo Petroleum
Corporation, Trunkline LNG, Chennault
International Airport, Northrop Grumman
L’Auberge du Lac Casino: 26 story hotel
with nearly 1,000 guest rooms located in
Lake Charles –
tallest building between
Houston, TX and Baton Rouge, LA.
In February 2011, the Lake Charles-based
Mojito Pointe project was awarded the
last casino license in Louisiana
Home to McNeese State University and
Sowela Technical Community College |
 Greater Lake Charles Distribution
8
Main Office –
Lake Charles
Deposits: $163 million
Ryan St. Office
Deposits: $37 million
Westlake Office
Deposits: $25 million
Maplewood Office
Deposits: $39 million
Oak Park Office
Deposits: $25 million
De Quincy Office
Deposits: $23 million
Source: Company reports at December 31, 2010 |
 Diligence Scope
Credit Summary
9
Total 50 people over 3 weeks; credit
team was 12 people over 1 week
Reviewed $279 million or over 70% of
the loan portfolio’s outstanding balances
All loans are in-market loans
Primarily small business, retail and
consumer focus
No industry concentrations
Very granular loan portfolio
Credit mark: approximately $25 million
(6% of loans).
Loan Portfolio Comments
Loan Portfolio Composition
Source: Company reports at December 31, 2010
–
excludes overdraft loans and loans in process
Loans
$ mm
%Total
#Notes
Avg. Size
($000)
Commercial RE
$212
53%
465
$455
RE Other
$41
10%
270
$152
Motor Vehicle
$26
6%
2,272
$11
Res 1st Mtg Family
$36
9%
484
$74
Other RE
$28
7%
331
$85
Rec, Notes, Life Ins.,
Bonds, CDs, Svgs
$24
6%
579
$41
Unsecured
$11
3%
1,379
$8
Inventory
$7
2%
22
$327
Mobile Home
$2
0%
72
$22
Boat/Airplane/Travel/
RV/Motor Cycle
$4
1%
300
$13
2nd Mtg. Family
Home
$3
1%
43
$77
Other
$10
2%
602
$16
Total Loans
$403
6,819
$59
(Include unfunded commitments) |
 Merger -Related Costs
Costs And Synergies
Merger Considerations
10
Approximately $11.2 million in costs:
Pay all outstanding Change in Control
agreements totaling $3.1 million
$1.8 million in contract terminations
$1.3 million in severance/retention
$1.0 million in property costs
$4.0 million other merger-related costs
Costs incurred primarily between
merger announcement and conversion
Annual Synergies
Approximately $5.5 million annually:
$3.2 million in compensation/benefits
$1.3 million IT, equipment, outside
services
$1.0 million in other cost savings
No corporate or bank board seats
One employment agreement
No stock options or warrants
No branch divestitures anticipated
Consolidate 2 offices |
 Transaction Overview
Consideration:
Tax-free, stock-for-stock exchange
Fixed exchange ratio of 3.464 shares of IBKC common stock
for each Cameron share
(1)
Deal Value:
$133 million
(2)
Valuation Multiples:
Price / Tangible Book: 1.7x
Core Deposit Premium: 13.4%
Adjusted Core Deposit Premium
(3)
: 12.3%
Due Diligence:
Completed comprehensive due diligence
Detailed loan and securities analysis
Cleanest credit portfolio reviewed to date
Required Approvals:
Cameron shareholder approval
Customary regulatory approvals
Timing:
Expected closing in second quarter of 2011
11
(1) Price collars up 10% (IBKC price greater than $61.81) and down 10% (IBKC price
less than $50.57), at which points the stock consideration to Cameron
shareholders becomes fixed (2) Based on IBKC’s closing price of $55.64
per share as of March 10, 2011 (3)
Adjusted
core
deposit
premium
calculation
based
on
adjusted
tangible
book
value
which
is
equal
to
stated
tangible
book
value
less
the after-tax credit mark on loans at close net of allowances
|
 Financial Assumptions & Impact
12
Credit Mark:
$25 million, pre-tax; 6% of total Cameron loans
Including prior NCOs, represents cumulative loss of 7% of
Cameron’s legacy portfolio
Other Marks:
Estimates include approximately $31 million in mark to
market adjustments
Cost Savings:
Cost savings of approximately $5.5 million, pre-tax annually
Represents approximately 23% of Cameron’s
operating non-interest expenses
Fully achieved by the second half of 2012
Revenue synergies identified, but not included in estimates
Merger Related Costs:
Approximately $11 million, pre-tax
Conservative
Financial
Assumptions
Attractive
Financial
Impact
Accretive to EPS, excluding impact of merger-related costs, assuming
synergies fully phased-in
1% accretive to book value per share. 1% dilutive to tangible book
value per share Strong pro forma capital ratios: 11% Tangible Common
Equity/ TA and 18% Tier 1 RBC IRR estimated to be above 20%, well in
excess of our cost of capital |
 Pro Forma
IBKC
OMNI
Cameron
As of
Stand Alone
Stand Alone
Stand Alone
12/31/10
Cash & Equivalents
338
55
25
353
Securities
2,089
91
230
2,411
Gross Loans
6,119
525
408
7,009
Reserves
(136)
(8)
(5)
(136)
Net Loans
5,983
517
403
6,873
Goodwill
234
-
-
323
Identifiable Intangibles
30
-
-
36
Other Asset
1,352
71
47
1,486
Total Assets
10,027
735
706
11,481
Deposits
7,915
645
575
9,135
Borrowings
653
57
48
710
Other Liabilities
156
2
6
163
Total Liabilities
8,723
704
628
10,007
Non-Controlling Interests
-
-
-
-
Preferred Equity
-
-
-
-
Common Equity
1,303
31
77
1,474
Total Liabilities & Equity
10,027
735
706
11,481
Tangible Common Equity
1,040
31
77
1,115
Tangible Assets
9,763
735
706
11,122
TCE/TA
10.65%
4.23%
10.96%
10.03%
Tangible Book Value per Share
$38.68
$14.72
$112.34
$37.15
Tier 1 Leverage
11.24%
5.72%
10.96%
10.66%
Tier 1 RBC
18.48%
7.75%
16.35%
17.05%
Total Risk Based
19.74%
9.86%
17.53%
18.36%
At December 31, 2010
Pro Forma Balance Sheet And Capital Ratios
13 |