Attached files
| file | filename |
|---|---|
| 8-K - FORM 8-K - IBERIABANK CORP | d834493d8k.htm |
| EX-2.1 - EX-2.1 - IBERIABANK CORP | d834493dex21.htm |
| EX-99.1 - EX-99.1 - IBERIABANK CORP | d834493dex991.htm |
 Acquisition of Georgia Commerce Bancshares, Inc.
December 8, 2014
Exhibit 99.2 |
 Safe
Harbor And Legend 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 IBERIABANK Corporation’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
the
pending
transactions with Florida Bank Group, Inc. and Old Florida Bancshares, Inc., and the
merger with Georgia Commerce Bancshares, Inc., without charge, at the
SEC’s website 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 a solicitation of any vote or
approval, is not an offer to purchase shares of Georgia Commerce Bancshares,
Inc. common stock, nor is it an offer to sell shares of IBERIABANK Corporation
common stock which may be issued in any proposed merger with Georgia Commerce
Bancshares, Inc. The issuance of IBERIABANK Corporation common stock in any
proposed merger with Georgia Commerce Bancshares, Inc. would have to be
registered under the Securities Act of 1933, as
amended
(the
“Act”),
and
such
IBERIABANK
Corporation
common
stock
would
be
offered
only
by
means of a prospectus complying with the Act. |
 Compelling
Strategic
Rationale
3
3
3
3
3
3
Transaction Rationale
•
New market acquisition of an Atlanta, Georgia-based commercial bank
•
High quality entrance in a strong growth market
•
Established and complementary customer profile
•
Strong core deposit franchise with $826 million in low-cost deposits
•
Nine
bank
offices
located
in
Atlanta,
MSA
–
serving
the
most
attractive
growth sub-markets in central and northern metro Atlanta
•
Emphasis on small to mid-market C&I / owner-occupied CRE with $731
million in gross loans
•
Adds approximately $1.0 billion in total assets
•
Approximately 1.6% accretive to EPS in 2016 and 5% accretive in 2017
•
Tangible book value dilution of approximately 1.8% at consummation
•
Tangible book value breakeven, including one-time acquisition and
conversion related costs, in approximately three and one-half years
•
Transaction has neutral impact on capital ratios
•
Anticipate internal rate of return in excess of 20%
•
Comprehensive due diligence completed, including credit review
•
Strong credit / underwriting culture and excellent asset quality
•
Limited loss content expected (1.8% of gross loans on a par basis)
•
Conversion and integration experience reduces integration risk
Financially
Attractive
Low Risk |
 Notes:
(1)
The agreement provides for a fixed exchange ratio with pricing collars that fix the
value received by Georgia Commerce’s shareholders if the weighted average trading
price
of
IBERIABANK
Corporation’s
common
stock
were
to
decline
below
$58.69
per
share,
or
exceed
$71.73
per
share,
over
a
specified
period.
(2)
Assumes common shares and full exercise of outstanding warrants. No exercise
of stock options outstanding. (3)
Assumes all stock options outstanding are cashed out at consummation.
4
4
4
4
4
4
Transaction Overview
•
Tax-free, stock-for-stock exchange
•
Fixed exchange ratio of 0.6134 share of IBERIABANK common stock
for each Georgia Commerce Bancshares, Inc. (“Georgia Commerce")
share within price collars and floating exchange ratios outside
collars
(1)
Consideration
Deal Value
Valuation
Multiples
Required
Approvals
Timing
•
$189
million
for
total
equity
(2)
outstanding
based
on
IBERIABANK
Corporation’s closing price of $65.21 on December 5, 2014
•
$40.00
per
Georgia
Commerce
common
share
outstanding
(2)
•
Estimated $6 million in cash liquidation value of all options
outstanding
(3)
•
Georgia Commerce shareholder approval
•
Customary regulatory approvals
•
Expected closing in first half of 2015
Shareholders’
Aggregate Value
Equity
(2)
Including Options
(3)
•
181%
186%
•
196%
202%
Price / Total Book:
Price / Tangible Book: |
 Rank
Institution
Branches
Deposits
Share %
1
SunTrust Banks Inc.
167
34,822,284
26.8%
2
Wells Fargo & Co.
196
26,377,193
20.3%
3
Bank of America Corp.
139
23,950,719
18.4%
4
BB&T Corp.
90
7,657,337
5.9%
5
Synovus Financial Corp.
43
3,982,474
3.1%
6
Regions Financial Corp.
73
3,310,360
2.6%
7
JPMorgan Chase & Co.
83
2,187,460
1.7%
8
Fidelity Southern Corp.
37
2,172,664
1.7%
9
United Community Banks Inc.
36
2,148,788
1.7%
10
Community & Southern Hldgs Inc
34
2,083,955
1.6%
11
PNC Financial Services Group
67
1,950,726
1.5%
12
Brand Group Holdings Inc.
7
1,511,697
1.2%
13
State Bank Finl Corp.
8
1,221,623
0.9%
14
Hamilton State Bancshares
22
1,216,062
0.9%
15
BankCap Equity Fund LLC
1
995,399
0.8%
17
Georgia Commerce Bancshares
9
831,395
0.6%
Total For Institutions In Market
1,312
129,912,998
100.0%
Entrance Into Georgia
•
IBERIABANK Corporation will have a meaningful presence in the Atlanta market with
significant growth potential •
Metro
Atlanta
is
a
strong
commercial
banking
market
and
provides
a
natural
fill-in
for
IBERIABANK
Corporation
in
the
Southeastern U.S. banking market
•
IBERIABANK
Executive
Management
(CEO,
COO,
CCO,
and
other
Senior
Credit
Officers,
etc.)
have
significant
experience
in the Atlanta market
•
Atlanta is the fourth largest MSA in the South. IBERIABANK Corporation will
now operate in all of the top five MSAs in that region
5
Source: SNL Financial as of June 30, 2014 Regulatory Data
Atlanta-Sandy Springs-Marietta
Market Share & Rankings |
 6
6
Franchise Highlights
•
One of metro Atlanta's most successful
community banks in terms of quality growth and
earnings performance
•
3Q14 crossed threshold to over $1 billion in total
assets
•
Successful integrator of three prior acquisitions
–
two FDIC and one whole-bank transaction
•
One of few banks in Georgia to issue TARP
preferred stock, and the first to repurchase the
instrument
•
Successfully raised unregistered common equity
capital in two offerings to fund growth
•
High quality management and executive staff
with proven performance in Atlanta market
•
Mark Tipton will become EVP and Georgia
Regional President
•
Rodney Hall will become EVP and Atlanta
Market President
Source: SNL Financial as of September 30, 2014
•
Total Gross Loans:
$731 million
•
Total Assets:
$1,005 million
•
Total Deposits:
$826 million
•
Total Equity:
$101 million
common equity
3Q14 Performance
•
ROAA
1.09%
•
ROAE
10.73%
•
Net Interest Margin
4.69%
•
Cost of Deposits
0.40%
•
Tier 1 Leverage Ratio 10.41%
•
Total RBC Ratio
13.64% |
 Loan and Deposit Composition
IBKC
GCB
Pro Forma
(1)
Data as of 9/30/14
(1) Excludes purchase accounting adjustments
IBKC
GCB
Pro Forma
(1)
Loan Composition
Deposit Composition
7 |
 8
8
8
8
8
8
•
Approximately 85 people involved in
due diligence process; credit team
included 21 associates performing both
on-site credit file and off-site credit
portfolio reviews
•
Reviewed 94% of outstanding loan
balances and nearly 98% of total
number of loans
•
Approximately 60% of outstanding loan
balances were reviewed on-site with
the remainder analyzed by off-site
portfolio review
•
Majority are in-market loans
•
Primarily focused on commercial lending
•
Good asset quality metrics:
•
$35 million of loans covered under FDIC
loss share protection (5% of total loans)
•
Credit mark of approximately $12.9 million
on a pre-tax par basis. Fair value mark to
portfolio results in a $8 million write-up to
net book value pre-tax
•
Allowance for loan losses of $7.2 million
Credit Summary
Source: SNL Financial and company documents as of September 30, 2014
Diligence Scope
Loan Portfolio Comments
•
Non-performing assets /Assets = 0.43%
(excluding FDIC)
•
Non-performing loans/Loans = 0.81% |
 9
9
9
9
9
9
Merger Considerations
•
No corporate or bank board seats
•
Georgia Commerce board
members invited to form the
nucleus of IBERIABANK
Corporation’s Atlanta Advisory
Board
•
Two employment contracts
•
Savings equate to approximately
20% compared to Georgia
Commerce’s total expenses
excluding CDI amortization and
FDIC loss share expense
•
No office consolidations
anticipated
Approximately $21 million in pre-tax
costs:
•
$4.5 million in executive and officer retention
•
$3.8 million in contract terminations
•
$2.4 million in change of control payments
•
$1.8 million in system conversions
•
$1.1 million in severance
•
$0.6 million in marketing/communications
•
$6.5 million in other merger-related expense
Costs & Synergies
Merger-Related Costs |
 10
10
10
10
10
10
Conservative
Financial
Assumptions
Cost Savings:
Merger Related Costs:
Gross loan loss estimate of $12.9 million on a pre-tax
par basis. $8.8 million FMV increase to loans and a $1.3
million write-down to the indemnification asset on a pre-
tax book basis
Current allowance for loan losses of $7.2 million
Annual run-rate cost savings of approximately $5 million on
a pre-tax basis
Approximately $21 million on a pre-tax basis
Approximately 1.6% accretive to EPS in 2016 and 5% accretive in 2017
Tangible book value dilution of approximately 1.8% at consummation
Tangible book value breakeven, including one-time acquisition and
conversion related costs, of approximately three and one-half years
Strong
pro
forma
capital
ratios
(2)
:
Internal rate of return over 20%; well in excess of our cost of capital
Credit Mark:
Other Marks:
Aggregate negative $0.4 million in other marks
including securities portfolio, OREO, fixed assets and
borrowings
Financial Assumptions & Impact
Attractive
Financial
Impact
Notes:
(1)
Excluding CDI amortization and FDIC loss share expense
(2)
Pro
forma
capital
ratios
include
pending
Florida
Bank
Group,
Inc.,
Old
Florida
Bancshares,
Inc.
and
Georgia
Commerce
Bancshares,
Inc.
transactions
Represents approximately of 20% of Georgia
Commerce’s
run-rate
2014
non-interest
expenses
(1)
Expect run-rate savings to be achieved within six
months of closing
Tangible common equity ratio = 8.5%
Total risk based capital ratio = 12.2%
•
•
•
•
•
•
•
•
•
•
•
•
•
• |
 3590 Cobb Pkwy NW
Acworth, $29.2 million
2970 Peachtree Rd, NW
Atlanta, $147.0 million
3625 Cumberland Blvd
Atlanta, $292.1 million
709 Canton Rd. NE, Ste 100
Marietta, $58.3 million
Source: Georgia Commerce website and SNL Financial
Branch Photos |
 200 Scientific Dr
Peachtree Corners, $38.9
100 Springfield Dr.
Woodstock, $39.7 million
2555 Peachtree Pkwy
Cumming, $81.7
2221 Johnson Ferry Rd
Atlanta, $41.4
2987 Clairmont Rd NE
Atlanta, $103.1
Branch Photos
Source: Georgia Commerce website and SNL Financial |
 Appendix |
 14
14
14
14
14
14
Top MSAs In The South
Source: SNL Financial
MSA Market
Population
Total
Branches
Total
Deposits
(000's)
% Credit
Unions
Market %
Share Top 3
% Market
Share Top 10
Market
HHI
1
Dallas-Fort Worth, TX
TX
6,887,537
2,001
220,191,720
7%
56%
74%
1,474
2
Houston, TX
TX
6,352,744
1,890
229,556,456
6%
62%
79%
2,364
3
Miami-Fort Lauderdale-West Palm Beach, FL
FL
5,860,668
1,848
192,118,617
3%
39%
69%
782
4
Atlanta, GA
GA
5,574,225
1,519
144,245,361
10%
59%
77%
1,558
5
Tampa-St. Petersburg-Clearwater, FL
FL
2,886,350
910
66,148,524
17%
43%
75%
1,035
6
Charlotte-Concord-Gastonia, NC
NC
2,337,694
689
204,776,078
2%
92%
96%
5,535
7
San Antonio, TX
TX
2,294,934
598
43,616,780
37%
44%
79%
2,990
8
Orlando, FL
FL
2,277,414
704
44,673,650
9%
55%
81%
1,382
9
Austin-Round Rock, TX
TX
1,912,746
623
40,703,576
17%
45%
71%
1,129
10
Nashville, TN
TN
1,765,552
691
46,725,597
6%
40%
70%
829
11
Virginia Beach-Norfolk-Newport News, VA
VA
1,722,167
531
27,621,538
22%
41%
82%
1,304
12
Jacksonville, FL
FL
1,397,575
459
56,478,396
13%
69%
89%
2,808
13
Memphis, TN
TN
1,352,761
491
25,719,281
8%
49%
67%
1,176
14
New Orleans-Metairie, LA
LA
1,248,999
487
34,642,287
6%
56%
85%
1,647
15
Richmond, VA
VA
1,247,586
438
36,340,007
11%
62%
87%
3,223
16
Raleigh, NC
NC
1,219,465
392
53,242,215
56%
68%
92%
1,305
17
Birmingham-Hoover, AL
AL
1,142,042
456
39,790,121
18%
53%
79%
1,784
18
Greenville-Anderson-Mauldin, SC
SC
855,961
331
14,655,727
6%
39%
75%
873
19
Knoxville, TN
TN
855,322
402
19,030,553
23%
38%
73%
1,061
20
El Paso, TX
TX
846,112
155
10,370,493
34%
50%
89%
1,696
21
McAllen-Edinburg-Mission, TX
TX
825,955
183
9,857,503
6%
46%
86%
1,145
22
Baton Rouge, LA
LA
824,027
343
21,682,911
15%
57%
80%
2,027
23
Columbia, SC
SC
795,973
278
18,128,352
11%
61%
89%
1,882
24
Greensboro-High Point, NC
NC
744,253
268
12,744,998
13%
41%
80%
1,022
25
North Port-Sarasota-Bradenton, FL
FL
735,292
318
17,143,325
0%
45%
72%
914
26
Little Rock, AR
AR
728,263
366
15,942,163
8%
39%
82%
969
27
Charleston-North Charleston, SC
SC
719,790
250
11,994,395
15%
44%
79%
1,138
28
Cape Coral-Fort Myers, FL
FL
664,763
240
12,794,965
0%
44%
75%
902
29
Winston-Salem, NC
NC
653,063
227
42,406,408
7%
84%
96%
6,504
30
Lakeland-Winter Haven, FL
FL
623,737
163
8,198,933
29%
46%
89%
1,186
Markets highlighted in yellow indicate current IBKC markets
Markets highlighted in red indicate markets for pending transactions
|
 15
15
15
15
15
15
Atlanta Market
Home Price Change
Home Price Change
Home prices in this market peaked in Q1 2008 at $214,962. Since their
peak, prices have fallen by 12%. In the last 12 months, prices have gone up
by 10 percent. The average home price in this market is currently $188,751.
In the past 12 months, jobs in this market have grown by 2.4 percent.
This compares to a national increase of 2.0 percent.
Job Growth
Unemployment
The Unemployment Rate in September 2014 was 7.3% versus 7.6% last year.
Source: Local Market Monitor
Home values for Atlanta- Sandy Springs- Marietta are forecast to increase by 10
percent over the next 12 months. Nationally, prices are forecast to increase by 6.3
percent. In the second and third year, prices are forecast to increase 7% and 6%,
respectively.
|
 16
16
16
16
16
16
Atlanta Market
Population Growth
The population in this market grew 1.3% in 2013, while the US population
grew 0.7%.
Rent Per Month
We forecast rents to increase 15 percent over the next three years in this
market, to an average of $1247 per month, partly due to higher inflation.
Total housing permits in October 2014 were up 18 percent from last
year. Single family permits were up 14 percent.
Housing Permits
Employment By Industry
Source: Local Market Monitor
Industry
% of
Total
US % of
Total
Oct-14
12-Month
Job
Growth
Month
Job
Growth
Construction/
Mining
4%
4%
100,700
5.40%
4.00%
Manufacturing
6%
9%
153,600
1.60%
1.40%
Finance
7%
6%
162,900
3.00%
1.20%
Retail Trade
11%
11%
270,200
2.60%
1.80%
Business &
Prof. Services
18%
14%
456,900
3.70%
3.60%
Health Care &
Education
12%
16%
300,100
0.50%
2.10%
Tourism/Hotels
10%
10%
256,900
3.40%
2.80%
Government
13%
16%
319,900
0.60%
0.40%
Total
100%
100%
2,489,100
2.40%
2.00% |
 |