Attached files
| file | filename |
|---|---|
| EX-2.2 - EX-2.2 - BANK OF THE OZARKS INC | d27745dex22.htm |
| EX-2.1 - EX-2.1 - BANK OF THE OZARKS INC | d27745dex21.htm |
| EX-99.3 - EX-99.3 - BANK OF THE OZARKS INC | d27745dex993.htm |
| EX-99.1 - EX-99.1 - BANK OF THE OZARKS INC | d27745dex991.htm |
| 8-K - 8-K - BANK OF THE OZARKS INC | d27745d8k.htm |
 Acquisition of Community & Southern Holdings, Inc. October 19, 2015 Exhibit 99.2 |
 Forward
Looking Information 2
CAUTION ABOUT FORWARD-LOOKING STATEMENTS
This communication contains certain forward-looking information about the
Company and Community & Southern Holdings, Inc. (“CSB”) that is intended to be covered by the safe harbor for “forward-looking statements” provided by the Private Securities Litigation Reform Act of 1995. All statements
other than statements of historical fact are forward-looking
statements. In some cases, you can identify forward-looking statements by
words such as “may,” “hope,” “will,” “should,” “expect,” “plan,” “anticipate,” “intend,” “believe,” “estimate,”
“predict,” “potential,” “continue,”
“could,” “future” or the negative of those terms or other words of similar meaning. These forward-looking statements include, without limitation, statements relating to the terms and closing of the proposed transaction between the Company and CSB, the proposed impact of the merger
on the Company’s financial results, including any expected
increase in the Company’s book value and tangible book value per common share and any expected increase in diluted earnings per common share, acceptance by CSB’s customers of the Company’s products and services, the opportunities to enhance market share in certain markets, market
acceptance of the Company generally in new markets, expectations
regarding branch consolidations, and the integration of CSB’s operations. You should carefully read forward-looking statements, including statements that contain these words, because they discuss the future expectations or state other “forward-looking” information about the
Company and CSB. A number of important factors could cause actual
results or events to differ materially from those indicated by such forward-looking statements, many of which are beyond the parties’ control, including the parties’ ability
to consummate the transaction or satisfy the conditions to the completion of
the transaction, including the receipt of shareholder approval, the receipt of regulatory approvals required for the transaction on the terms expected or on the anticipated schedule; the parties’ ability to meet expectations regarding the
timing, completion and accounting and tax treatments of the
transaction; the possibility that any of the anticipated benefits of the proposed merger will not be realized or will not be realized within the expected time period; the risk that integration of CSB’s operations with those of the Company will be materially delayed or will be more costly or difficult than
expected; the failure of the proposed merger to close for any
other reason; the effect of the announcement of the merger on employee and customer relationships and operating results (including, without limitation, difficulties in maintaining relationships with employees and customers); dilution caused by the Company’s issuance of additional shares of its common stock in
connection with the merger; the possibility that the merger may
be more expensive to complete than anticipated, including as a result of unexpected factors or events; general competitive, economic, political and market conditions and fluctuations; and the other factors described in the Company’s Annual Report on Form 10-K for the fiscal year ended December
31, 2014 and in its most recent Quarterly Reports on Form
10-Q filed with the Securities and Exchange Commission (“SEC”). The Company and CSB assume no obligation to update the information in this communication, except as otherwise required by law. Readers are cautioned not to place undue reliance on these forward-looking statements that speak only as
of the date hereof. ADDITIONAL INFORMATION
This communication is being made in respect of the proposed merger transaction
involving the Company and CSB. This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval. In connection with the proposed merger, the
Company will file with the SEC a registration statement on Form
S-4 that will include a joint proxy statement of the Company and CSB and a prospectus of the Company. The Company also plans to file other documents with the SEC regarding the proposed merger transaction. BEFORE MAKING ANY VOTING OR INVESTMENT DECISION, INVESTORS ARE URGED TO READ THE JOINT
PROXY STATEMENT/PROSPECTUS REGARDING THE PROPOSED TRANSACTION AND
ANY OTHER RELEVANT DOCUMENTS CAREFULLY IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. The joint proxy statement/prospectus, as well as other
filings containing information and the The Company and CSB, and certain of their respective directors, executive
officers and other members of management and employees may be deemed to be participants in the solicitation of proxies from the shareholders of CSB and the Company in respect of the proposed merger transaction. Information
concerning such participants’ ownership of common stock of
the Company and CSB and any additional information regarding the interests of such participants will be included in the joint proxy statement/prospectus and other relevant documents regarding the proposed merger transaction filed with the SEC when they become available. about the Company and CSB, will be available without charge, at the SEC’s Internet site (http://www.sec.gov). Copies of the joint proxy statement/prospectus filings with the SEC that will be incorporated by reference in the joint proxy statement/prospectus can also be obtained, when available, without
charge, from the Company’s
website at http://www.bankozarks.com under the Investor Relations tab. |
 Transaction Overview • Bank of the Ozarks, Inc. (“OZRK”) entered into a definitive agreement and plan of merger with Community & Southern Holdings, Inc. (“CSB”) headquartered in Atlanta, Georgia Transaction • 100% stock consideration based on a purchase price of $799.6 million or $20.50 per fully-diluted CSB share Purchase Price • Approximately 2.0x tangible book value 2 • Approximately 32x YTD 2015 annualized net income through September 30, 2015 • Valuation Multiples • OZRK and CSB shareholder approval • Customary regulatory approvals Required Approvals • Expected closing in late first quarter or early second quarter of 2016 Timing 1 The price may be adjusted downward to the extent, CSB’s consolidated net book value at closing (as adjusted) falls below
$437,000,000. Exchange ratio will be based on OZRK’s
volume weighted average price for the fifteen consecutive trading days ending on the 2 business day prior to closing ranging between a ceiling of $56.84 and a floor of $34.10. 2 Based on CSB’s unaudited consolidated financial information as of September 30, 2015 pro forma adjusted for the acquisition of CertusBank branches, deposits and loans on October 9, 2015. 3 Transaction costs are excluded from projected net income. 3 nd Approximately 12.8x projected net income in first year post-close 3 |
 Strategic
Acquisition in Georgia •
Expected to be accretive to:
• Tangible Book Value by approximately $0.62 to $0.82 per share¹
• Book Value by approximately $4.93 to $5.22 per share¹
• EPS by approximately $0.15 to $0.20 during the first 12 months, excluding
expected transaction
costs¹
• EPS by approximately $0.10 to $0.15 during the first 12 months, after expected
transaction costs¹
Financially Attractive • 47 offices in 28 Georgia counties and 1 office in Jacksonville, Florida (the combined
company will have approximately 75 Georgia offices and 11 Florida offices)² •
Complementary franchises with almost no overlapping offices
• Acquisition includes the addition of key management and complementary business
units • Acquisition provides diversification to OZRK • Total assets of $4.4 billion²,
total loans of $3.0 billion²,
total deposits of $3.7 billion² Strategic Expansion • Comprehensive due diligence process • Senior executives from CSB will fill key roles in the combined Georgia operations
• Sound credit culture and asset quality from CSB loans originated in Georgia
• Experienced integration and conversion teams from both CSB and OZRK reduces
integration risk
Low Risk 1 Assumes OZRK’s fifteen-day volume weighted average closing stock price of $45.47, which was the volume weighted average price for
the five trading days ending on October 16, 2015. Amounts
also based on OZRK’s unaudited financial information as of September 30, 2015 disclosed in OZRK’s press release dated October 13, 2015. 2 Obtained from CSB’s unaudited consolidated financial information as of September 30, 2015, including pro forma balances of total
assets, loans and deposits related to the acquisition of the
CertusBank branches. 4 |
 Key
Assumptions 1
Net of the reversal of CSB’s allowance for loan losses of
$45.5 million as of September 30, 2015. 5
Expected non-interest expense savings of 20%+ in first 12 months
(including amortization of the core deposit
intangible) Expected non-interest expense savings of 30%+
range thereafter (including amortization of the core deposit
intangible) Cost Savings
Expected loan and ORE mark of approximately $40-$50 million, net 1 Expected deposit mark of approximately $13-$15 million Purchase Accounting Assumptions Anticipated system conversion 4-6 months after closing System Conversion Incurred by CSB prior to close - $20-$25 million on a pre-tax basis Incurred by OZRK post- close - $5-$10 million on a pre-tax basis Merger Related Costs |
 A Complementary Combination of Two Premier Community Banks • 47 Georgia Offices • 1 Florida Office • 28 Georgia Offices • 10 Florida Offices A “hand in glove” fit with almost no duplication. The result: A powerful presence in Georgia. 6 |
 Bank of the Ozarks 174 Offices, 9 States 1721 Employees Community & Southern Bank 48 Offices, 2 States 649 Employees 1 22 81 3 10 28 2 25 2 A Growing National Franchise 7 |
 Highly
Complementary Franchises Significantly expands our existing
presence in Georgia Increases our presence from 28 branches to 75
branches in Georgia
CSB CEO, Pat Frawley, to serve as OZRK’s Chief Executive - Georgia CSB has significant depth of talented and experienced bankers in Georgia that will fill key roles in the combined bank The combined bank will be supported by experienced integration and conversion teams from both CSB and OZRK New presence in new MSAs for OZRK – Columbus GA-AL MSA, Macon, GA MSA, Jacksonville, FL MSA Significant expansion in other MSAs – Atlanta-Sandy Springs- Roswell, GA MSA and Athens-Clarke County, GA MSA 8 |
   Strong
Deposit Franchise in Georgia The combined bank will have a strong
deposit franchise in Georgia and significant market share with the
capacity to fuel OZRK’s balance sheet growth June
'15 Total
Market # of Deposits Share Rank Institution Branches ($000) (%) 1 SunTrust Banks Inc. (GA) 165 38,970,201 27.18 2 Bank of America Corp. (NC) 139 28,132,903 19.62 3 Wells Fargo & Co. (CA) 197 27,709,393 19.32 4 BB&T Corp. (NC) 90 8,180,591 5.70 5 Synovus Financial Corp. (GA) 43 4,288,336 2.99 6 Regions Financial Corp. (AL) 70 3,622,915 2.53 7 Pro Forma Bank 43 2,893,982 2.02 7 Fidelity Southern Corp. (GA) 46 2,626,952 1.83 8 JPMorgan Chase & Co. (NY) 83 2,618,543 1.83 9 Community & Southern Hldgs Inc (GA)* 30 2,562,959 1.79 10 PNC Financial Services Group (PA) 69 2,519,603 1.76 11 United Community Banks Inc. (GA) 36 2,229,638 1.55 12 Brand Group Holdings Inc. (GA) 6 1,685,771 1.18 13 Fifth Third Bancorp (OH) 29 1,488,805 1.04 14 Hamilton State Bancshares (GA) 24 1,304,054 0.91 15 State Bank Finl Corp. (GA) 7 1,111,408 0.78 16 BankCap Equity Fund LLC (TX) 1 1,104,780 0.77 17 IBERIABANK Corp. (LA) 9 923,605 0.64 18 United Bank Corp. (GA) 13 834,625 0.58 19 First Citizens BancShares Inc. (NC) 17 742,453 0.52 20 Renasant Corp. (MS) 13 669,299 0.47 Top 20 Institutions 1,087 133,326,834 92.99 27 Bank of the Ozarks Inc. (AR) 13 $ 331,023 0.23 % Total For Institutions In Market 1,288 $ 143,394,524 100.00 % Atlanta MSA: Total Deposits = $143,394,524,000 June '15 Total Market # of Deposits Share Rank Institution Branches ($000) (%) 1 SunTrust Banks Inc. (GA) 245 45,147,491 21.45 2 Wells Fargo & Co. (CA) 284 33,476,710 15.91 3 Bank of America Corp. (NC) 183 31,657,238 15.04 4 Synovus Financial Corp. (GA) 117 12,978,420 6.17 5 BB&T Corp. (NC) 161 11,855,786 5.63 6 Regions Financial Corp. (AL) 131 6,205,063 2.95 7 United Community Banks Inc. (GA) 71 5,259,642 2.50 8 Pro Forma Bank 75 4,443,509 2.11 8 Community & Southern Hldgs Inc (GA)* 47 3,754,877 1.78 9 State Bank Finl Corp. (GA) 26 2,795,410 1.33 10 PNC Financial Services Group (PA) 74 2,702,241 1.28 11 Fidelity Southern Corp. (GA) 48 2,658,837 1.26 12 JPMorgan Chase & Co. (NY) 84 2,644,146 1.26 13 Ameris Bancorp (GA) 48 2,432,311 1.16 14 Brand Group Holdings Inc. (GA) 7 1,729,069 0.82 15 Fifth Third Bancorp (OH) 32 1,633,500 0.78 16 Hamilton State Bancshares (GA) 28 1,476,199 0.70 17 Renasant Corp. (MS) 32 1,427,403 0.68 18 Southeastern Bank Finl Corp. (GA) 9 1,371,962 0.65 19 South State Corporation (SC) 24 1,361,804 0.65 20 BankCap Equity Fund LLC (TX) 6 1,248,899 0.59 Top 20 Institutions 1,659 173,817,008 82.59 26 Bank of the Ozarks Inc. (AR) 28 $ 688,632 0.33 % 1 Total For Institutions In Market 2,465 $ 210,461,118 100.00 % Georgia: Total Deposits = $210,461,118,000 9 * Pro forma for the CSB acquisition of deposits from CertusBank on October 9, 2015
Deposit Data as of June 30, 2015 |
 Summary Franchises are highly complementary Pro forma total assets of $13.8 billion 1 Immediately accretive to tangible book value and book value per share, and accretive to diluted earnings per share in the first 12 months and thereafter Fourteenth acquisition announced by OZRK since March 2010 and the largest in our history OZRK continues to actively pursue additional acquisition opportunities 1 Includes total consolidated assets of OZRK as of September 30, 2015 disclosed in OZRK’s press release dated October 13, 2015 and
C&S’s unaudited consolidated financial information as of
September 30, 2015 pro forma adjusted for the acquisition of CertusBank branches, deposits and loans on October 9, 2015. For illustrative purposes only and does not indicate actual results of combined
company. 10 |