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State Bank Financial Corporation
June 26-27, 2017
FIG Partners Community Bank Forum
2
Cautionary Note Regarding Forward-Looking
Statements
This presentation contains forward-looking statements within the meaning of the federal securities laws. These forward-looking statements, which are based on
certain assumptions and describe our future plans, strategies, and expectations, can generally be identified by the use of the words “will,” “expect,” “should,”
“anticipate,” “may,” and “project,” as well as similar expressions. These forward-looking statements include, but are not limited to, statements regarding our
significant opportunity for deposit growth in the Atlanta and Savannah markets, statements regarding our ability to leverage our existing treasury and payroll
capabilities in certain markets, statements regarding our outlook or expectations with respect to the merger between State Bank and AloStar Bank of Commerce,
including the expected impact of the transaction on State Bank’s future financial performance (including anticipated accretion to earnings per share and the
tangible book value earn-back period), other key transaction assumptions, and the timing of the closing of the transaction. Proforma financial information is not a
guarantee of future results and is presented for information purposes only. Forward-looking statements are not guarantees of future performance and are subject
to risks, uncertainties, and assumptions (“risk factor”) that are difficult to predict with regard to timing, extent, likelihood, and degree. Therefore, actual results and
outcomes may materially differ from what may be expressed or forecasted in such forward-looking statements. We undertake no obligation to update, amend, or
clarify forward-looking statements, whether as a result of new information, future events, or otherwise. Risk factors include, without limitation, the following:
• negative reactions to the AloStar transaction or future acquisitions by each bank’s customers, employees, and counterparties or difficulties related to the
transition of services;
• the AloStar transaction may be more expensive to complete and the anticipated benefits, including anticipated cost savings and strategic plans, may be
significantly harder or take longer to achieve than expected or may not be achieved in their entirety as a result of unexpected factors or events;
• our ability to achieve anticipated results from the AloStar transaction will depend on the state of the economic and financial markets going forward;
• integration of AloStar’s business and operations into State Bank, which will include the conversion of AloStar’s operating systems and procedures, may take
longer than anticipated or may be more costly than anticipated or have unanticipated adverse results;
• changes in AloStar’s tangible book value;
• a general decline in the real estate and lending markets, particularly in our market areas, could negatively affect our financial results;
• competitive pressures among depository and other financial institutions may increase significantly;
• changes in the interest rate environment may reduce margins or the volumes or values of the loans we make or have acquired;
• other financial institutions have greater financial resources and may be able to develop or acquire products that enable them to compete more successfully than
we can;
• our ability to attract and retain key personnel can be affected by the increased competition for experienced employees in the banking industry;
• adverse changes may occur in the bond and equity markets;
• war or terrorist activities may cause deterioration in the economy or cause instability in credit markets; and
• economic, governmental, or other factors may prevent the projected population, residential, and commercial growth in the markets in which we operate.
In addition, risk factors include, but are not limited to, the risk factors described in Item 1A, Risk Factors, in our Annual Report on Form 10-K for the most recently
ended fiscal year. These and other risk factors are representative of the risk factors that may emerge and could cause a difference between an ultimate actual
outcome and a forward-looking statement.
3
Headquartered in Atlanta, Georgia
State Bank operates 31 full-service banking
offices and 7 mortgage origination offices in 7 of
the 8 largest MSAs in Georgia
Announced merger with AloStar Bank of
Commerce on June 15, 2017
AloStar will add scalable asset-generating lines of
business and loan portfolio diversification while
efficiently leveraging excess capital
Atlanta
Macon
Warner
Robins
Augusta
Savannah
Athens
Gainesville
State Bank Financial Corporation Profile
Source: SNL Financial
Note: Financial metrics as of 3/31/17; dividend yield and market cap as of 6/22/17
STBZ Profile
T tal Assets $4.2 billion TCE Ratio 12.9%
Total Loans $2.9 billion Cost of Funds .37%
Total Deposits $3.4 billion Dividend Yield 2.16%
Total Equity $620 million Market Cap $1.0 billion
Key Metrics
4
Investment Thesis
Executive management team with a 30+ year track record in Georgia of
successful acquisitions / integrations and building long-term shareholder value
Strong historical growth in core deposits and organic loans
Excellent credit metrics with minimal levels of NPAs, NCOs, and past due loans
Asset-sensitive balance sheet
Robust capital levels to support growth and opportunistic transactions
Attractive dividend yield and payout ratio
Concentrated branch footprint in high-quality metro markets
Well-positioned acquirer in Georgia
5
July 2009 – October 2011
12 FDIC-assisted acquisitions
Total Assets: $3.9 billion
Total Deposits: $3.6 billion
January 2015
First Bank of Georgia
Assets: $527 million
Deposits: $418 million
December 2016
National Bank of Georgia
Assets: $378 million
Deposits: $288 million
February 2015
Boyett Insurance
Agency
October 2012
Altera Payroll
Services
October 2014
Bank of Atlanta
Assets: $186 million
Deposits: $149 million
October 2015
Patriot Capital
Equipment Finance
December 2016
S Bank
Assets: $106 million
Deposits: $94 million
2009 - 2011 2012 - 2014 2015 2016
Announced June 2017
AloStar Bank of Commerce
Assets: $944 million
Deposits: $715 million
2017
Acquisition History
Note: AloStar Bank of Commerce and proforma metrics as of March 31, 2017
Prior to July 2009 Change of Control
$35 million in assets
2 Branches in Middle Georgia
$5.1 billion
proforma assets
6
Strong Core Deposit Base with
Significant Opportunity for Growth
1 Region represents individual or combined MSAs; Savannah region includes Savannah and Hinesville MSAs and Tattnall County, GA
Source: SNL Financial; FDIC deposit data as of June 30, 2016
Atlanta – less than 1% market share of $153 billion in deposits; over 75% of the market is
dominated by large regional and national competitors
Savannah – new market where State Bank executive management has significant in-market
experience
Significant
Growth
Opportunities
Leading
Market Share
Top 10
Market Share
Augusta – remain well-positioned to take advantage of recent market disruption
Athens / Gainesville – strong local leadership team; opportunity to leverage State Bank’s
existing treasury and payroll capabilities in these new markets
Macon / Warner Robins – mature franchise with #1 market share since 2005 (including
predecessor bank)
($ in 000)
Region1 Deposits
% of
Deposits
Deposits /
Branch
# of
Branches
Market
Share Deposits
Deposits /
Branch
Atlanta $1,232,279 37% $205,380 6 0.8% $152,829,823 $122,069
Macon / Warner Robins 1,281,920 38% 106,827 12 25.1% 5,114,867 55,596
Augusta 424,956 13% 60,708 7 5.3% 7,995,226 62,955
Athens / Gainesville 323,661 10% 161,831 2 4.5% 7,154,932 73,762
Savannah 91,379 3% 22,845 4 1.2% 7,815,113 66,796
STBZ Total Region
7
Grow Commercial
Relationships by
Targeting Net
Funding Segments
Scale Efficient
Asset-Generating
Lines of Business
Foster a Culture
of Efficiency
Maintain Focus on
Noninterest Income
Strategic Outlook
Management Depth
Disciplined and
Experienced Acquirer
Balance Sheet Strength
Strong Credit Quality
Metrics
Shareholder Focused
Management Team with
Significant Insider
Ownership
Solid Foundation Built on
Proven Performance
Forward Vision
8
Diversified Lines of Business
Mortgage
Scalable retail and wholesale
mortgage platform located
throughout the bank’s
branches and mortgage
offices across the state
Patriot Capital
Leading supplier of
equipment financing to
retail petroleum industry
since 2000
SBA Lending
National SBA Preferred Lender;
one of the top SBA lenders
in the state of Georgia
Specialty Finance
Provides portfolio diversity
through purchased pools
of loans and leases
Payroll / Insurance
Consolidated service offering of
payroll, benefits, HRIS, tax, and
insurance products targeting
small and middle market
businesses
Commercial Real Estate
Highly efficient asset-generating
line of business and a core
competency of State Bank
Homebuilder Finance
Efficient team with significant
relationships in Georgia
residential homebuilder markets
Commercial &
Community Banking
Core Bank Funding Engine
Atlanta, Augusta, Middle Georgia,
Athens, Gainesville, Savannah
AloStar ABL/Lender Finance
Strong reputation in middle market
asset-based lending; national
footprint provides geographic
and industry diversification
9
Overview of AloStar Bank
of Commerce Transaction
10
Strategic Rationale
Financially
Attractive
Highly
Experienced
Local Atlanta
Team
Exceeds all internal financial targets with conservative proforma assumptions
Significant EPS accretion in 2018 and 2019, with no revenue synergies assumed
Accretive to tangible book value in less than 1.5 years
All cash transaction further leverages capital
Atlanta-based ABL and Lender Finance team is comprised of veteran commercial
bankers with an experienced support staff
AloStar President & CEO Andy McGhee has 30 years of experience at large
national and regional banks and will join State Bank as EVP of ABL and Lender
Finance Division
Employment arrangements in place for key personnel
Line of
Business
Expansion
Strong reputation and veteran team with a significant position in middle-market
asset-based lending (“ABL”)
AloStar’s Lender Finance line of business is complementary and expands on State
Bank’s Specialty Finance Group
Two funding lines of business, Correspondent and Internet Banking, will bring
meaningful scale to State Bank’s existing efforts in these areas
Loan Portfolio
Diversification
National lending platform provides geographic, product, and industry
diversification, with attractive yields and high-quality credit metrics
Doubles State Bank’s C&I loan exposure to 26% of proforma loans, with AloStar ABL
and Lender Finance loans comprising 15% of proforma total loans
11
Transaction Analysis
Transaction
Assumptions
Immediately accretive to 2018 EPS; double digit EPS accretion projected in 2019
Marginally dilutive to tangible book value, with less than 1.5 year payback
Return on invested capital >12%
$10mm one-time merger expenses
25% cost savings
3.50% gross loan mark
~10.5% proforma TCE ratio; no additional capital needed for transaction
Transaction
Terms
Purchase price of 1.0x adjusted tangible book value as of the last day of the month
immediately before closing, currently estimated to be $196 million
100% cash consideration
17.1x LTM earnings
8.5x LTM earnings (adjusted for AloStar excess tangible common equity over 9%)
AloStar shareholders have approved transaction
Customary regulatory approvals required
Bank-level merger (no bank to holding company dividend required)
Expected closing in fourth quarter of 2017
Transaction
Approval
and Closing
12
1 Excludes gain from FDIC loss share termination in 1Q17 Note: Key metrics and loan portfolio as of March 31, 2017
Source: SNL Financial and AloStar company documents
Founded in April 2011
Headquartered in Birmingham, AL, with a commercial
office in Atlanta that houses executive management,
ABL team, and credit team
President & CEO Andy McGhee co-founded the bank
and has 30 years of banking and asset-based lending
experience
Three distinct lines of business:
Business Credit (ABL)
Lender Finance (added in 2013)
Commercial Real Estate Finance (added in 2015)
Diversified funding strategy with no traditional branch
locations and no brokered deposits
Strong historical credit performance
Exited loss share in March 2017
Total Assets: $944 million
Total Loans: $763 million
Total Deposits: $715 million
Total Equity: $193 million
LTM ROAA1: 0.87%
NIM: 3.39%
NIB / Deposits: 15.3%
Key Metrics
Overview of AloStar Bank of Commerce
Loan Portfolio by Line of Business
Lender
Finance
43%
ABL
32%
CRE
24% Nexity
Loans
2%
13
Enhances Loan Diversity
Source: SNL Financial and AloStar company documents as of March 31, 2017
Loan Portfolio ($000) Amount % Loan Portfolio ($000) Amount % Loan Portfolio ($000) Amount %
C&D $479,184 17% C&D $136 0% C&D $479,320 13%
CRE 1,134,971 40% CRE 163,219 21% CRE 1,298,190 36%
C&I 374,100 13% C&I 555,856 73% C&I 929,956 26%
Owner-occupied RE 393,673 14% Owner-occupied RE 34,123 4% Owner-occupied RE 427,796 12%
Residential RE 348,887 12% Residential RE 9,607 1% Residential RE 358,494 10%
Consumer / Other 123,965 4% Consumer / Other 4 0% Consumer / Other 123,969 3%
Total Loans (Gross) $2,854,780 100% Total Loans (Gross) $762,945 100% Total Loans (Gross) $3,617,725 100%
STBZ AloStar Proforma
CRE
21%
C&I
73%
Owner-
occupied
RE
4%
Residential
RE
1%
C&D
17%
CRE
40%
C&I
13%
Owner-
occupied
RE
14%
Residential
RE
12%
Consumer /
Other
4%
C&D
13%
CRE
36%
C&I
26%
Owner-
occupied
RE
12%
Residential
RE
10%
Consumer
/ Other
3%
14
Expands Funding Channels
Source: SNL Financial and AloStar company documents as of March 31, 2017
Deposit Composition ($000) Amount % Deposit Composition ($000) Amount % Deposit Composition ($000) Amount %
Noninterest-bearing $944,838 28% Noninterest-bearing $109,375 15% Noninterest-bearing $1,054,213 26%
Interest-bearing Transaction 599,858 18% Interest-bearing Transaction 3,651 1% Interest-bearing Transaction 603,509 15%
Savings & Money Market 1,393,711 41% Savings & Money Market 264,536 37% Savings & Money Market 1,658,247 40%
CDs 471,368 14% CDs 337,564 47% CDs 808,932 20%
Total Deposits $3,409,775 100% Total Deposits $715,126 100% Total Deposits $4,124,901 100%
Deposits by LOB ($000) Amount %
ABL $42,505 6%
Correspondent 246,783 35%
Retail DDAs 86,269 12%
CDs 337,564 47%
Other 2,005 0%
Total Deposits $715,126 100%
STBZ AloStar Proforma
Noninterest-
bearing
26%
Interest-
bearing
Transaction
15%
Savings &
Money
Market
40%
CDs
20%
Noninterest-
bearing
15%
Interest-
bearing
Transaction
1%
Savings &
Money
Market
37%
CDs
47%
Noninterest-
bearing
28%
Interest-
bearing
Transaction
18%
Savings &
Money
Market
41%
CDs
14%
15
Summary of AloStar Transaction
Strategically compelling position in ABL market, with executive management
and lending team based in Atlanta
Executing on strategy of adding scalable asset-generating lines of business
Diversifies loan portfolio
Accretive to EPS and net interest margin
Efficient deployment of capital
Proven track record of successful acquisitions/integrations at State Bank