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| EX-99.2 - EX-99.2 - BANCORPSOUTH INC | d655943dex992.htm |
| 8-K - 8-K - BANCORPSOUTH INC | d655943d8k.htm |
 BancorpSouth, Inc.
Acquisition of Ouachita
Bancshares Corporation
January 9, 2014
Exhibit 99.1 |
 Forward Looking Information
Certain statements contained in this presentation and the accompanying slides may not be based on
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 reference to a future
period or by the use of forward-looking terminology, such as “anticipate,”
“believe,” “estimate,” “expect,” “foresee,” “may,” “might,” “will,” “intend,” “could,” “would” or “plan,” or future or conditional
verb tenses, and variations or negatives of such terms. These forward-looking statements include,
without limitation, statements about the terms and closing of the proposed transaction with
Ouachita Bancshares Corp., acceptance by customers of Ouachita Bancshares Corp. of BancorpSouth’s
products and services, the opportunities to enhance market share in certain markets and market
acceptance of BancorpSouth generally in new markets. We caution you not to place undue reliance on the forward-looking statements contained in this news release, in that actual
results could differ materially from those indicated in such forward-looking statements as a result
of a variety of factors. These factors include, but are not limited to, the ability to obtain required
shareholder and regulatory approvals for the merger, the ability of BancorpSouth and Ouachita
Bancshares Corp. to close the merger, BancorpSouth’s ability to successfully integrate the
operations of Ouachita Independent Bank after the merger, the ability of BancorpSouth to provide
competitive services and products in new markets and grow market share in existing markets, the
ability of BancorpSouth to assimilate and retain key personnel after the merger, conditions in the financial markets and economic conditions generally, the adequacy of BancorpSouth’s
provision and allowance for credit losses to cover actual credit losses, the credit risk associated
with real estate construction, acquisition and development loans, losses resulting from the
significant amount of BancorpSouth’s other real estate owned, limitations on BancorpSouth’s
ability to declare and pay dividends, the impact of legal or administrative proceedings, the
availability of capital on favorable terms if and when needed, liquidity risk, governmental regulation
and supervision of BancorpSouth’s operations, the short-term and long-term impact of
changes to banking capital standards on BancorpSouth’s regulatory capital and liquidity, the
impact of regulations on service charges on BancorpSouth’s core deposit accounts, the susceptibility
of BancorpSouth’s business to local economic or environmental conditions, the soundness of other
financial institutions, changes in interest rates, the impact of monetary policies and economic
factors on BancorpSouth’s ability to attract deposits or make loans, volatility in capital and
credit markets, reputational risk, the impact of hurricanes or other adverse weather events, any
requirement that BancorpSouth write down goodwill or other intangible assets, diversification in the
types of financial services BancorpSouth offers, BancorpSouth’s ability to adapt its products
and services to evolving industry standards and consumer preferences, competition with other financial
services companies, BancorpSouth’s growth strategy, interruptions or breaches in
BancorpSouth’s information system security, the failure of certain third party vendors to perform,
unfavorable ratings by rating agencies, dilution caused by BancorpSouth’s issuance of additional
shares of its common stock to raise capital or acquire other banks, bank holding companies, financial
holding companies and insurance agencies,, other factors generally understood to affect the
financial results of financial services companies and other factors detailed from time to time in the Company’s press releases and filings with the Securities and Exchange Commission.
Forward-looking statements speak only as of the date they were made, and, except as required by
law, we do not undertake any obligation to update or revise forward-looking statements to
reflect events or circumstances after the date of this presentation. Certain tabular presentations may
not reconcile because of rounding. Unless otherwise noted, any quotes in this presentation can be
attributed to company management. Any pro forma information
presented herein, while helpful in illustrating certain characteristics of the combined companies based on certain assumptions, does not reflect the impact of, for
example, asset dispositions or runoff, that may result as a consequence of the business combination
and, accordingly, does not attempt to predict or suggest future results. It also does not
necessarily reflect what the historical loan composition of the combined operations would have been had
the companies been combined as of the date indicated. If not otherwise attributed to a
particular source, factual information was obtained or derived from third-party public sources
believed by BancorpSouth management to be reliable, but BancorpSouth has not undertaken an
independent review to verify the accuracy of this information as of the date of this
presentation. To the extent that such information predicts future results, BancorpSouth can make no
assurance that such results will occur.
In connection with the proposed merger, BancorpSouth, Inc. will file a registration statement on Form
S-4 with the Securities and Exchange Commission. Shareholders of BancorpSouth and
Ouachita Bancshares Corp. are encouraged to read the registration statement, including the proxy statement/prospectus that will be a part of the registration
statement, because it will contain important information about the merger, BancorpSouth and Ouachita
Bancshares Corp. After the registration statement is filed with the SEC, the proxy
statement/prospectus and other relevant documents will be available for free on the SEC’s web site (www.sec.gov), and the proxy statement/prospectus will also be made
available for free from the Corporate Secretary of each of BancorpSouth and Ouachita Bancshares
Corp. |
 3
Strategic Rationale
Strengthens BancorpSouth’s presence in the
Louisiana market
Improves overall demographic profile of our Company
Similar cultures and operating styles
Cost-saving opportunities with current market overlap
Meaningful accretion to earnings per share
Deploys capital while maintaining BancorpSouth’s
well-capitalized position
Pro forma deposit market share in Louisiana increases
from 11
th
to
7
th
based
on
6/30/13
FDIC
market
share
data
Significantly enhances market share in the attractive
markets of the I-20 corridor |
 Footprint
4
Source: SNL Financial
BancorpSouth (256)
Ouachita (12) |
 5
Source: SNL Financial
Shreveport and Monroe
BancorpSouth (7)
Ouachita Bancshares (4)
BancorpSouth (4)
Ouachita Bancshares (6) |
 6
Market Overview
Shreveport –
Bossier City
Shreveport
is
the
third
largest
city
in
Louisiana
and
109
th
largest
city in the U.S.
Benteler Steel recently broke ground on a $900M manufacturing
facility, which is expected to be completed over two phases and
add 675 new jobs plus another 1,500 indirect jobs in coming years
Bossier Parish is home to Barksdale Air Force Base, which
employs over 12,000 people
Other major employers include the State of Louisiana, Caddo
Public Schools, University Hospital, and the Willis-Knighton Health
System.
Monroe
Home of the University of Louisiana at Monroe, which has
approximately 10,000 faculty, staff, and students
CenturyLink, a Fortune 500 company and the nation’s third largest
telecommunications company, is headquartered in Monroe –
currently undergoing expansion to add 800 new jobs by 2015,
bringing total local employment to approximately 2,200
Strong healthcare presence led by St. Francis Hospital and
Glenwood
Hospital
–
St.
Francis
is
currently
undergoing
expansion
which will bring total employment to 2,500 by late 2014
Other major employers include the Ouachita Parish School Board
and Graphic Packaging Corporation
Information obtained from third-party public sources
|
 7
Deposit Market Share
Source: SNL Financial
Note: Deposit data as of 6/30/13
Market
BXS Market
Share Rank
6/30/13
Total BXS
Deposits
6/30/13
Percentage
of Total
Company
Deposits
BXS Market
Share 2013
(%)
Ouachita
Bancshares
Corporation
Deposits
6/30/13
Pro Forma
Deposits
6/30/13
Pro Forma
Percentage of
Total
Company
Deposits
Pro Forma
Market Share
Rank 6/30/13
Pro Forma
Market Share
2013 (%)
Market YoY
Deposit
Growth
2013 (%)
Mississippi
3
5,069,157
$
46.4%
10.6%
-
$
5,069,157
$
44.2%
3
10.6%
2.6%
Arkansas
7
1,733,083
15.9%
3.3%
-
1,733,083
15.1%
7
3.3%
-0.5%
Louisiana
11
955,359
8.7%
1.0%
533,685
1,489,044
13.0%
7
1.6%
5.3%
Tennessee
15
1,184,566
10.8%
1.0%
-
1,184,566
10.3%
15
1.0%
0.1%
Texas
65
826,576
7.6%
0.1%
-
826,576
7.2%
65
0.1%
8.9%
Alabama
13
824,116
7.5%
1.0%
-
824,116
7.2%
13
1.0%
1.8%
Missouri
66
317,286
2.9%
0.2%
-
317,286
2.8%
66
0.2%
6.2%
Florida
246
19,351
0.2%
0.0%
-
19,351
0.2%
246
0.0%
4.1%
Total
10,929,494
$
100.0%
533,685
$
11,463,179
$
100.0%
6/30/13 Deposit Market Share ($ in thousands) |
 8
Branch Listing
Source: SNL Financial
Note: Deposit data as of 6/30/13
Branch Address
City
Total Deposits
2013 ($000)
Branch Address
City
Total Deposits
2013 ($000)
1
909 N 18th St
Monroe
99,755
$
1
1220 N 18th St
Monroe
48,711
$
2
2002 N 7th St
West Monroe
70,343
2
3501 Cypress St
West Monroe
23,754
3
701 McMillan Rd
West Monroe
59,669
3
1701 N 7th St
West Monroe
16,499
4
7950 Desiard St
Monroe
25,983
4
5000 Forsythe Bypass
Monroe
6,103
5
4370 Sterlington Rd
Monroe
25,314
95,067
$
6
1270 Hwy 15
West Monroe
7,882
288,946
$
5
6025 Line Ave
Shreveport
207,193
$
6
8585 Fern Avenue
Shreveport
185,736
7
6801 Fern Ave
Shreveport
61,880
$
7
418 Travis St
Shreveport
49,483
8
9010 Ellerbe Rd
Shreveport
55,465
8
9200 Mansfield Rd
Shreveport
37,690
9
800 Garrett Dr
Bossier City
31,662
9
1263 N Market St
Shreveport
33,308
10
4200 Benton Rd
Bossier City
29,272
10
3003 Airline Dr
Bossier City
32,905
178,279
$
11
6832 Pines Rd
Shreveport
7,216
553,531
$
11
311 N Franklin St
Bastrop
39,749
$
12
1503 E Madison Ave
Bastrop
26,711
12
300 N Trenton St
Ruston
24,392
$
66,460
$
13
107 Glenda St
Rayville
71,706
96,098
$
TOTAL DEPOSITS
533,685
$
TOTAL MARKET DEPOSITS
744,696
$
OTHER
Ouachita Bancshares Corp.
BancorpSouth, Inc. -
North Louisiana Division
MONROE
SHREVEPORT-BOSSIER CITY
BASTROP
MONROE
SHREVEPORT-BOSSIER CITY |
 9
Ouachita Bancshares Corp. Deposit Market Share
Source: SNL Financial
Note: Deposit data as of 6/30/13
Total Deposit
Rank 2013
Parent Company Name
Parent City
Parent State
Total Active
Branches
2013
Total Deposits
2013 ($000)
Total Deposit
Market Share
2013 (%)
YoY Deposit
Growth 2013
(%)
1
Community Trust Financial Corp.
Ruston
LA
9
601,297
$
20.72
5.65
2
JPMorgan Chase & Co.
New York
NY
12
550,245
18.96
5.58
BancorpSouth Inc. Pro Forma
384,013
13.24
3
IBERIABANK Corp.
Lafayette
LA
5
316,225
10.90
0.18
4
Ouachita Bancshares Corp.*
Monroe
LA
6
288,946
9.96
12.54
5
Regions Financial Corp.
Birmingham
AL
4
274,915
9.47
0.62
10
BancorpSouth Inc.*
Tupelo
MS
4
95,067
3.28
5.39
1
Capital One Financial Corp.
McLean
VA
21
1,660,460
$
23.84
(4.05)
2
Regions Financial Corp.
Birmingham
AL
13
1,183,932
17.00
(1.10)
3
JPMorgan Chase & Co.
New York
NY
16
1,013,556
14.55
3.73
BancorpSouth Inc. Pro Forma
731,810
10.51
4
BancorpSouth Inc.*
Tupelo
MS
7
553,531
7.95
1.73
5
Citizens National Bancshares Bossier Inc.
Bossier City
LA
9
522,815
7.51
12.61
10
Ouachita Bancshares Corp.*
Monroe
LA
4
178,279
2.56
0.03
1
Capital One Financial Corp.
McLean
VA
1
79,167
$
27.40
6.97
2
Ouachita Bancshares Corp.*
Monroe
LA
2
66,460
23.00
3.43
3
Oak Ridge Bancshares Inc.
Oak Ridge
LA
1
43,324
15.00
0.95
4
Mer Rouge State Bank
Mer Rouge
LA
1
38,895
13.46
2.96
5
Regions Financial Corp.
Birmingham
AL
1
22,104
7.65
11.52
MONROE
SHREVEPORT-BOSSIER CITY
BASTROP
6/30/13 Deposit Market Share ($ in thousands) |
 Financial
Highlights
–
Ouachita
Bancshares
Corp.
10
•
Recognized by SNL as 2012 top
performing bank in Louisiana with
assets between $500M & $5B and
top 50 nationally
•
Operates 12 full-service locations
along I-20 corridor
•
Diverse and economically
attractive markets
Year ended
As of
Dollars in thousands
12/31/12
9/30/13
Balance Sheet
Total Assets
622,232
$
664,161
$
Total Loans & Leases (Excl HFS)
437,968
462,326
Securities
118,684
117,193
Deposits
511,425
555,140
Total Equity
51,294
50,975
Tangible Equity
51,294
50,975
Balance Sheet Ratios
Loans / Deposits (%)
85.64
83.28
Tangible Equity / Tangible Assets (%)
8.24
7.68
Leverage Ratio (%)
7.38
7.64
Tier 1 Capital Ratio (%)
9.57
9.95
Total Capital Ratio (%)
14.35
14.64
Income Statement*
Net Interest Income
23,135
$
18,580
$
Provision Expense
1,038
453
Noninterest Income
7,127
4,793
Securities Gains (Losses)
38
94
Noninterest Expense
19,226
14,894
Net Income
6,523
5,278
Profitability Ratios*
Return on Average Assets (%)
1.09
1.11
Returne on Average Equity (%)
13.18
14.25
Net Interest Margin - FTE (%)
4.31
4.25
Efficiency Ratio - FTE (%)
61.11
62.69
Fee Income / Operating Revenue (%)
23.55
20.51
Source: SNL Financial
*Reported income and profitability metrics adjusted to reflect estimated effective tax rate of
35%. |
 11
Pro Forma Loan Composition
Pro forma information excludes purchase accounting adjustments
Loan yields represent weighted average yields for the quarter ended 9/30/13
Based on Call Reports filed by BancorpSouth and Ouachita Bancshares as of
9/30/13 Loan Portfolio ($000)
Amount
%
Loan Portfolio ($000)
Amount
%
Loan Portfolio ($000)
Amount
%
Commercial and industrial
1,503,809
$
17.1%
Commercial and industrial
81,395
$
17.6%
Commercial and industrial
1,585,204
$
17.2%
Real estate
Real estate
Real estate
Consumer mortgages
1,931,171
22.0%
Consumer mortgages
63,756
13.8%
Consumer mortgages
1,994,927
21.6%
Home equity
490,361
5.6%
Home equity
18,159
3.9%
Home equity
508,520
5.5%
Agricultural
234,547
2.7%
Agricultural
27,381
5.9%
Agricultural
261,928
2.8%
Commercial and industrial-owner occupied
1,422,077
16.2%
Commercial and industrial-owner occupied
96,740
20.9%
Commercial and industrial-owner occupied
1,518,817
16.4%
Construction, acquisition and development
723,609
8.2%
Construction, acquisition and development
37,903
8.2%
Construction, acquisition and development
761,512
8.2%
Commercial real estate
1,795,352
20.5%
Commercial real estate
127,863
27.7%
Commercial real estate
1,923,215
20.8%
Credit cards
105,112
1.2%
Credit cards
-
0.0%
Credit cards
105,112
1.1%
All other
567,077
6.5%
All other
9,129
2.0%
All other
576,206
6.2%
Total loans
8,773,115
$
100.0%
Total loans
462,326
$
100.0%
Total loans
9,235,441
$
100.0%
Yield on Loans: 4.55%
Yield on Loans: 5.37%
Yield on Loans: 4.59%
BancorpSouth, Inc.
Ouachita Bancshares Corp.
Pro Forma |
 12
Pro Forma Deposit Composition
Pro forma information excludes purchase accounting adjustments
Deposit costs represent weighted average costs for the quarter ended 9/30/13
Deposit Portfolio ($000)
Amount
%
Deposit Portfolio ($000)
Amount
%
Deposit Portfolio ($000)
Amount
%
Non-Interest Bearing Demand
2,597,762
$
24.2%
Non-Interest Bearing Demand
159,207
$
28.7%
Non-Interest Bearing Demand
2,756,969
$
24.5%
Interest-Bearing Demand
4,493,359
41.9%
Interest-Bearing Demand
182,975
33.0%
Interest-Bearing Demand
4,676,334
41.5%
Savings
1,220,227
11.4%
Savings
93,020
16.8%
Savings
1,313,247
11.6%
Other Time
2,406,598
22.5%
Other Time
119,938
21.6%
Other Time
2,526,536
22.4%
Total deposits
10,717,946
$
100.0%
Total deposits
555,140
$
100.0%
Total deposits
11,273,086
$
100.0%
Cost of Deposits: 0.36%
Cost of Deposits: 0.54%
Cost of Deposits: 0.37% |
 13
Transaction Terms
Merger Partner:
Ouachita Bancshares Corp.
Aggregate Deal Value:
$112.0 million
Consideration Structure:
Maximum of 3,675,000 shares of BancorpSouth, Inc. plus $22,875,000 of cash
Consideration Mix:
80% stock / 20% cash
Consideration Cap:
$112.0 million (shares adjusted as necessary)
Consideration Floor:
$99.0 million (cash adjusted as necessary)
Required Approvals:
Customary regulatory approval; Ouachita Bancshares Corp. shareholder approval
Due Diligence:
Complete
Anticipated Closing:
Second quarter of 2014
Based on a per
share
price
of
BancorpSouth,
Inc.
common
stock
of
$24.77,
which
represents
the
closing
price
as
of
1/8/14 |
 14
Transaction Summary
Source: SNL Financial
Based
on
a
per
share
price
of
BancorpSouth,
Inc.
common
stock
of
$24.77,
which
represents
the
closing
price
as
of
1/8/14
$112.0
Transaction Multiples
Last Twelve Months Earnings ($7.1mm)*
15.8x
2013 Annualized Earnings ($7.0mm)*
15.9x
Book Value ($51.0mm)
2.20x
Tangible Book Value ($51.0mm)
2.20x
Deposit Premium ($555.1mm)
11.0%
*Adjusted to reflect estimated effective tax rate of 35% as Ouachita Bancshares pays no income
tax due to S-Corporation status.
Aggregate Deal Value ($mm) |
 15
Financial Impact
Source: SNL Financial and company internal documents
(1) Includes estimated preliminary purchase accounting adjustments
BancorpSouth, Inc.
Ouachita Bancshares Corp.
Pro Forma (1)
Financial Impact
9/30/13
9/30/13
9/30/13
Balance Sheet
Total Assets
12,916,153
$
664,161
$
13,602,268
$
Total Loans & Leases (Excl HFS)
8,773,115
462,326
9,227,441
Deposits
10,717,946
555,140
11,273,086
Total Equity
1,480,611
50,975
1,569,720
Tangible Equity
1,190,259
50,975
1,211,850
Regulatory Capital (%)
Tangible Equity / Tangible Assets (%)
9.43
7.68
9.15
Leverage Ratio (%)
9.93
7.64
9.62
Tier 1 Capital Ratio (%)
13.25
9.95
12.79
Total
Capital Ratio (%) 14.50
14.64
14.04
|
 16
Summary
In-market expansion
Meaningful enhancement to Louisiana market share position
Footprint overlap in Shreveport and Monroe
Attractive opportunity
Track record of strong profitability
Good credit quality
First bank acquisition since 2007
Completed six bank transactions between 2000 and 2007
Will provide efficiency opportunities
Operating leverage from back office and support functions
Preliminary review suggests five branch consolidation opportunities
Mortgage team expansion |