Simmons First National Corporation · NASDAQ:SFNC
Simmons First National — Merger or Acquisition (May 2016)
21 slides from Simmons First National's merger presentation, May 19, 2016
Slide 1: Acquisition of Citizens National Bank
Exhibit 99.2 Simmons First National Corporation NASDAQ-GS: SFNC Acquisition of Citizens National Bank CITIZENS NATIONAL BANK May 18, 2016
Slide 2: Forward-Looking Statement
Forward-Looking Statement Certain statements contained in this presentation 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 21£ of the Securities Exchange Act of 1934, as amended. These
Slide 3: Important Additional Information and Where to Find It
Important Additional Information and Where to Find It ude a proxy In connection with the proposed merger, Simmons will file with the SECa Registration Statement on Form S-4 that will i statement of Citizens and a prospectus of Simmons, as well as other relevant documents concerning the proposed tran
Slide 4: Simmons' Company Profile
mmons' Company Profile * Ticker: SFNC ¢ $7.5 Billion Total Assets * $1.4 Billion Market Cap ¢ 4 State Footprint * Since 1903 * History of strong asset quality * Excellent non-interest income (non-banking business units) --- 32% of revenue * Converted from a National Charter to a State/Fed Member Cha
Slide 5: Strategic Acquisition
Strategic Acquisition * EPS accretive in first year Financially * Accretive to tangible book value in less than 3 years Attractive * Internal rate of return above internal threshold * Pro Forma total assets of $8.1 billion * Similar cultures and operating styles Low Risk * Retention of local managem
Slide 6: Transaction Overview
Transaction Overview + Simmons First National Corporation (“Simmons”) to acquire 100% of the stock of Citizens National Bank * Citizens National Bank will be merged into Simmons Bank during the fourth quarter of 2016 * Deal value: Approximately $77.0 million * Consideration: $40.3 million in cash an
Slide 7: Key Transaction Assumptions
Key Transaction Assumptions Cost Savings + Expect non-interest expense savings of 25%, with 100% being achieved during 2017 (excludes amortization of core deposit intangibles) + $4.0 million pre-tax per year Revenue Enhancements * None included in projections One-time Merger Related Cost + Approxima
Slide 8: Financial Impact
an I Impact * EPS Accretion: — 2017 and thereafter: 2% - 3% ¢ Estimated TBV Impact: — TBV dilution 1.4% — TBV Earn back period Less than 3 years — Deal value paid in the form of cash ~50% Capital Ratios Bie Pro Forma TCE /TA 9.68% 9.44% Tier 1 Leverage Ratio 11.07% 10.64% Tier 1 Risk-Based Capital R
Slide 9: Due Diligence
Due Diligence * Comprehensive credit due diligence process to review Citizens National's loan and OREO portfolios * Experienced loan review team, which has a good understanding of borrowers and local markets * Excellent cooperation of Citizens National’s management team * $360 million of loans were
Slide 10: Overview of Citizens National
Overview of Citizens National Citizens National Footprint =o 5 Headquarters sthens, TN wat J i Year Established 1908 rN 2 Branches 9 Ps . CEO (age) Paul G. Willson (64) iy sy? es (Age) (64) tas * ee sao, Total Assets $552,288 ae : 2 am i Total Loans 356,554 - Rog ? ai Deposits 472.840 * l= a io Loan
Slide 11: Deposit Market Share
Deposit Market Share Tennessee Market Presence + Creates a top 10 Tennessee franchise by deposit market share + Deepens existing Eastern Tennessee and Knoxville franchise * Expands upon Community First acquisition Tennessee Knoxville, TN MSA ef 0: 637 7 [ip Sesontitnsoeiion. S| ae Tee — i — sistance
Slide 12: Pro Forma Demographics
Pro Forma Demographics 16 - ‘21 Projected Population Growth (%) ‘16 —'21 Projected Median HHI Growth (%) 60% asx sx oo% Chicos atonal <SENC”—Akarnas—”Temesee ProForm (limps tiGorol SAC ——<Aansas—" ‘Temmenee Proforma Projected 2021 Median Household Income ($) 955,000 $50,115 $5000 | $45.43 $45,487 $4
Slide 13: Expansion to Adjacent Markets
Expansion to Adjacent Markets Market Highlights + Logical extension into adjacent markets + Provides an established market presence in East Tennessee ’ > Ls Citizens National Deposit Market Share ‘SENG —— = = ‘ arket Citizens National ® os ae = FAR sisnmons. co ta ot 0S Rational Corporation Page 13
Slide 14: Proven Acquirer and Integrator
Proven Acquirer and Integrator wut TCO i] — yey Pan aes) nk Fist State Bs M&A since 1990: 11 Whole bank acquisitions 1 Trust Company 5 Bank branch deals (total of 20 branches) 1 Bankruptcy (363)acquisition 4 FDIC failed bank acquisitions RTC failed thrift acquisitions Fay sisnmons First National Cor
Slide 15: Pro forma assets of $8.1 billion
* Pro forma assets of $8.1 billion * Strategic acquisition that enhances franchise value through expansion in Eastern Tennessee * Accretive to earnings per share while retaining strong capital position * Integration experience and retention of local management assures low execution risk ¢ IRRin exce
Slide 16: Supplemental Information
SUPPLEMENTAL INFORMATION
Slide 17: Pro Forma Loan Composition
Pro Forma Loan Composition SFNC Citizens National Pro Forma!) consumer consumers Om cap cat % cat 1% a Non Oe matin tefamiy IE Non omer ccapieg cnt sorts 2 | [Eb Ron owner occopiee cxe % a Bc eae aa | doce Eats 26 ns IS Consumer Romer 320 | [Econumerzomer a 2 a3 Frertonmtene Te a ee BoA rons Sone a
Slide 18: Pro Forma Deposit Composition
Pro Forma Deposit Composition SENC Citizens National Pro Forma () JumboTime Demand Demand Jumbo Time Demand Depots Deposits ow imbotine Deposts Depots PEBESIS Now a. ‘Accounts, Deposits n% ‘Accounts Retail Time - Deposits 20% Retail Tie Deposits Retail Te Deposits 22% fon 24% Money Market & Market &
Slide 19: Citizens National Historical Financials
Citizens National Historical Financials Balance Sheet Total Assets 3534907 $525,254 $504779 $518,424 $535.77 Total Loans 394,903 331,099 341,662 354838 Total Deposits 464,295 456,238 436,957 aao,872 458,701 Loans / Deposits 25.1 % 2% 758% 715% 74% Tangible Comenon Equity $51,876 $54,266 $56,230 3604
Slide 20: Citizens National Historical Balance Sheet Growth
Citizens National Historical Balance Sheet Growth ‘Assets (Smm) Deposits (Smm) $200 seco 52. $574 $596 952 : titel ‘eee aay $549°$535°6505 gsos S518 $536 $600 oes, $440 dog a 73 $464 S456 $437 $441 $459 $400 gaoo {$372 $200 $20 4 $0 $0 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2005 2006
Slide 21: Simmons First National Corporation
Simmons First National Corporation NASDAQ-GS: SFNC Acquisition of Citizens National Bank CITIZENS NATIONAL BANK May 18, 2016
Simmons First National — Merger or Acquisition (May 2016) on 6ix