Attached files
| file | filename |
|---|---|
| 8-K - 8-K - BANK OF THE OZARKS INC | d766620d8k.htm |
| EX-2.1 - EX-2.1 - BANK OF THE OZARKS INC | d766620dex21.htm |
| EX-99.3 - EX-99.3 - BANK OF THE OZARKS INC | d766620dex993.htm |
| EX-2.2 - EX-2.2 - BANK OF THE OZARKS INC | d766620dex22.htm |
| EX-99.1 - EX-99.1 - BANK OF THE OZARKS INC | d766620dex991.htm |
 Exhibit 99.2
Acquisition of Intervest Bancshares Corporation
July 31, 2014 |
 Forward
Looking Information CAUTION ABOUT FORWARD-LOOKING STATEMENTS
ADDITIONAL INFORMATION
as
other
filings
containing
information
about
the
Company
and
Intervest,
will
be
available
without
charge,
at
the
SEC’s
Internet
site
(http://www.sec.gov).
Copies
of
the
proxy
statement/prospectus
and
the
filings
with
the
SEC
that
will
be
incorporated
by
reference
in
the
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
and
on
Intervest’s
website
at
The
Company
and
Intervest,
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 Intervest in respect of the
proposed merger transaction. Information regarding the directors and executive officers of the Company is set forth
in
the
definitive
proxy
statement
for
the
Company’s
2014
annual
meeting
of
shareholders,
as
filed
with
the
SEC
on
March
11,
2014
and
in
Forms
3,
4
and
5
filed
with
the
SEC
by
its
executive officers and directors. Information regarding the directors and executive
officers of Intervest is set forth in the definitive proxy statement for Intervest’s 2014 annual meeting of
shareholders, as filed with the SEC on April 1, 2014 and in Forms 3, 4 and 5 filed
with the SEC by its executive officers and directors. Additional information regarding the interests of such
participants will be included in the proxy statement/prospectus and other relevant
documents regarding the proposed merger transaction filed with the SEC when they become available.
This communication contains certain forward-looking information about Bank of the Ozarks, Inc.
(the “Company”) and Intervest Bancshares Corporation (“Intervest”) 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
Intervest, 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 share and any expected increase in diluted earnings per common share, acceptance by
Intervest’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, and
the integration of Intervest’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
Intervest. 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, receipt of the
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 Intervest’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 customer relationships
and operating results (including, without limitation, difficulties in maintaining relationships with employees, customers or clients); 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, 2013 and in its most recent Quarterly Reports on
Form 10-Q filed with the Securities and Exchange Commission (“SEC”), or described in
Intervest’s Annual Report on Form 10-K for the fiscal year ended December 31, 2013 and in its
most recent Quarterly Reports on Form 10-Q filed with the SEC. The Company and Intervest
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. This communication is being made in respect of the proposed merger transaction involving the Company
and Intervest. 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 proxy statement/prospectus for the shareholders of Intervest. The
Company also plans to file other documents with the SEC regarding the proposed merger
transaction. Intervest will mail the final proxy statement/prospectus to its shareholders. BEFORE
MAKING ANY VOTING OR INVESTMENT DECISION, INVESTORS ARE URGED TO READ THE 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 proxy statement/prospectus, as well
http://www.intervestbancsharescorporation.com. |
 Transaction Overview
•
Bank of the Ozarks, Inc. (“OZRK”) entered into a definitive agreement and plan
of merger with Intervest Bancshares Corporation (“Intervest”) with offices
in Florida and New York
Transaction
•
100% stock consideration based on a purchase price of $228.5 million (less the
amount paid by Intervest to cash out all outstanding stock options and stock
appreciation rights and to redeem outstanding Treasury warrants prior to closing),
subject to other potential adjustments
1
Purchase Price
•
Approximately 1.1x book value and tangible book value
2
•
Approximately 14.0x LTM net income
2
Valuation Multiples
•
Intervest shareholder approval
•
Customary regulatory approvals
Required Approvals
•
Expected closing in fourth quarter of 2014 or first quarter of 2015
Timing
1
2
The price may be adjusted downward to the extent, among other things, Intervest’s
consolidated net book value at closing (as adjusted) falls below $202,000,000 and
upward based on Intervest’s gain on the sale of certain assets. The exchange ratio will be
based on OZRK’s ten-day average closing price as of the fifth business day prior to
closing ranging between a ceiling of $39.91 and a floor of $23.95.. Based on Intervest’s unaudited consolidated financial information as of June 30, 2014.
|
 Strategic
Acquisition •
Expected to be:
•
Accretive
to
Book
Value
by
approximately
$1.60
to
$1.90
per
share
1
•
Accretive
to
Tangible
Book
Value
by
approximately
$0.90
to
$1.10
per
share
1
•
Accretive to EPS by approximately $0.10 to $0.15 during the first 12
months
1
Financially
Attractive
•
Intervest has:
•
Total
assets
of
$1.6
billion
2
•
Total
loans
of
$1.2
billion
2
•
Total
deposits
of
$1.3
billion
2
•
6 offices in Florida and 1 office in New York City
Strategic
Expansion
•
Key executives to be retained
•
No overlapping offices; no offices to be closed
•
Intervest
operates
on
Fiserv
Premier
core
software
to
which
OZRK
is
now converting
•
Comprehensive due diligence process
Low Risk
Profile
Assumes OZRK’s ten-day average closing stock price will be $31.93
(closing price as of July 30, 2014). Amounts also based on OZRK’s financial
information as of June 30, 2014 disclosed in our press release dated July 14, 2014.
1
Obtained from Intervest’s unaudited consolidated financial information
as of June 30, 2014. 2
|
 Key
Assumptions 1
Obtained from Intervest’s unaudited consolidated financial information as of June 30,
2014. 2
Not including the reversal of Intervest’s allowance for loan losses of $26.6 million as
of June 30, 2014. •
Expected non-interest expense savings of 20%-25% in first 12
months; 25%-30% thereafter
•
Intervest
efficiency
ratio
was
35%
during
the
first
half
of
2014
1
Cost Savings
•
Expected
loan
and
ORE
mark
of
approximately
$50-
$60 million
2
•
Expected deposit mark of approximately $23
-
$32 million
Purchase Accounting
Assumptions
•IBCA’s cost of interest-bearing deposits was 1.50% for 1H2014;
OZRK’s cost of interest- bearing deposits was 0.21% in 1H2014
•OZRK will work to shift the deposit mix of the IBCA branches to a more profitable and
valuable mix over time and use its excess capacity in its existing branch network to
lower the cost of funding loans in the Stabilized Properties Group
Cost of Interest
-
Bearing Deposits
•
Anticipated system conversion during the second quarter of 2015
(conversion from Fiserv Premier out-sourced core operating system
to Fiserv Premier in-house core operating system)
System Conversion
•
Expected to be approximately $8-$10 million on a pre-tax basis
Merger Related
Costs |
 Bank of
the Ozarks Intervest National Bank
Expanding Our Company’s Presence in Nine States
Los Angeles
Austin
Houston
San Antonio
Dallas
Texarkana
Little Rock
Mobile
Geneva
Dawsonville
Cartersville
Dallas
Atlanta
Valdosta
Bainbridge
Ocala
Clearwater
Pasadena
Palmetto
Bradenton
Savannah
Bluffton
Wilmington
Charlotte
Shelby
Offices By State*:
Arkansas
88
Georgia
28
Texas
21
North Carolina
16
Florida
Alabama
3
New
York
South Carolina
1
California
1
TOTAL
171
* As of July 31, 2014
5+6 = 11
1+1 = 2 |
 Addition
of
experienced
Intervest
lending
team
serving
borrowers
and
product
types not presently served by OZRK
Intervest’s
New
York
team
–
Lowell
Dansker
(IBCA
CEO)
to
lead
OZRK’s
Stabilized Properties Group and New York retail operations
Intervest’s six Florida branches strengthen OZRK’s five-branch Florida
presence Highly complementary branch network in West Central Florida
Intervest’s
Florida
team
–
Keith
Olsen
(IBCA
President)
to
serve
as
OZRK’s
Market
President
–
Pinellas
County
and
EVP
of
Stabilized
Properties
Group
Profitable, Strategically-Positioned Franchise |
 Real Estate
Specialties Group Community Bank Lending
Investment Portfolio
Leasing
Corporate Loan Specialties Group
Stabilized Properties Group
Five Engines For Growth in
Interest Earning Assets Becomes Six |
 Financially
attractive acquisition of very profitable company in desirable and complementary
markets Pro
forma
total
assets
of
$7.9
billion
1
Immediately accretive to book value and tangible book value and
accretive to diluted earnings per share in the first 12 months and
thereafter
Twelfth acquisition announced by OZRK since March 2010 and
the largest in our history
1
Includes total consolidated assets of OZRK as of June 30, 2014 disclosed in our press release
dated July 14, 2014, unaudited consolidated total assets of Intervest as of June 30,
2014; for illustrative purposes only and does not indicate actual results of combined company.
Summary |