Ameris Bancorp · NYSE:ABCB
Ameris Bancorp — Merger or Acquisition (January 2018)
17 slides from Ameris Bancorp's merger presentation, Jan 26, 2018
Slide 1: Acquisition of Remainder of US Premium Finance & Acquisition of Hamilton State Bancshares, Inc.
Acquisition of Remainder of US Premium Finance & Acquisition of Hamilton State Bancshares, Inc . January 26, 2018
Slide 2: Forward-Looking Statements
Forward - Looking Statements 2 This presentation contains “forward - looking statements” as defined in the Private Securities Litigation Reform Act of 1995 about Ameris Bancorp (“Ameris”) and Hamilton State Bancshares, Inc. (“Hamilton”). In general, forward - looking statements usually use words suc
Slide 3: Additional Information and Where to Find It
Additional Information 3 Additional Information and Where to Find It This communication is being made in respect of the proposed merger transaction involving Ameris and Hamilton. This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solici
Slide 4: Overview of US Premium Finance
Overview of US Premium Finance 4 • Founded in 1993 and based in Atlanta, GA US Premium Finance is the fifth largest insurance premium finance company in the U.S. • Provides short - term, collateralized financing to fund the purchase of primarily property and casualty insurance lines for commercial c
Slide 5: US Premium Finance Acquisition Overview
US Premium Finance Acquisition Overview 5 • Mid - single digit dilution to TBV per share in Q1 • Earnback of approximately 3.5 years from initial acquisition • EPS estimates lifted 7 – 8% in January 2017 • Internal rate of return well over 20% Strategic Rationale Deal Structure Financial Impact • In
Slide 6: Acquisition of Hamilton – Pro Forma Franchise
Assets ($B) … … … … $11.3 Loans … … … … $8.6 Deposits … … … … $9.3 Branches … … … … 126 Acquisition of Hamilton – Pro Forma Franchise 6 (1) Pro Forma as of closing; includes purchase accounting adjustments, potential branch closures and the pending acquisition of Atlantic Coast Financial Corporation
Slide 7: Hamilton Transaction Rationale
Hamilton Transaction Rationale 7 • Experienced Southeast acquiror • Thorough due diligence process completed with over 70 % of the total loan portfolio reviewed • Growth assumptions, revenue synergies and cost savings are all conservative relative to Ameris’s results in previous deals Strategic Rati
Slide 8: Overview of Hamilton
Overview of Hamilton 8 Acquisition History Company Snapshot Financial Highlights (1) • Formed in 2004 by team of long - time Atlanta community bankers • Attracted private equity sponsors in 2011 to pursue M&A growth strategy • Highly successful at integrating acquired banks and transitioning to orga
Slide 9: Atlanta Market Highlights
• Over 70 higher education institutions and 5.7 million residents • Primary market drivers include financial technology, cyber security, health IT, logistics and advanced manufacturing • The world’s most traveled airport, three major highways and abundant bus and rail services • Lowest relative cost
Slide 10: Atlanta Market Highlights (Cont.)
Atlanta Market Highlights (Cont.) 10 Rank Among Southeast MSAs Source: United States Census. MSA Population Miami – Fort Lauderdale – West Palm Beach 6,066,387 Atlanta – Sandy Springs – Roswell 5,789,700 Tampa – St. Petersburg – Clearwater 3,032,171 Charlotte – Concord – Gastonia 2,474,314 Orlando –
Slide 11: Loan & Deposit Composition
Loan & Deposit Composition 11 ABCB (1) (1) Data as of September 30, 2017, Ameris data pro forma for pending ACFC acquisition, excluding cost of deposits. (2) Excludes purchase accounting adjustments. Source: S&P Global Intelligence. HMBH (1) Pro Forma (2) C&D 13% 1 - 4 Family 12% Multifamily 5% Owne
Slide 12: Metro Vs. Non-Metro Footprint
Metro Vs. Non - Metro Footprint 12 ABCB - 2009 Pro Forma Today Metro, 60.8% Non - Metro, 39.2% Metro, 73.4% Non - Metro, 26.6% (1) Rank among banks with less than $30 billion in assets. Note: Based on branch deposit data as of June 30, 2017, pro forma for pending ACFC acquisition. Source: S&P Global
Slide 13: Summary of Transaction Terms
Summary of Transaction Terms 13 (1) Blended per share price based on ABCB’s closing stock price of $53.45 as of January 25, 2018, a fixed exchange ratio of 0.160x and a cash payment of $0.93 per share. (2) Based on HMBH common shares outstanding of 40,785,023 and ABCB’s closing stock price of $53.45
Slide 14: Credit Due Diligence
Credit Due Diligence 14 Credit Diligence Process • Comprehensive review process for HMBH’s loans and OREO portfolios • Experienced credit review team – Completed ten FDIC - assisted acquisitions, one branch transaction, and four whole bank transactions in FL and GA through cycle • Credit team review
Slide 15: Transaction Assumptions
Transaction Assumptions 15 Assumptions • 35% of HMBH’s noninterest expense • 50% realized in 2018 and 100% thereafter • 1.5% of transaction accounts (Approximately $15.7 million) • $11.2 million after - tax • Net pre - tax other adjustments of $11.4 million, including reversal of existing purchase a
Slide 16: Estimated Pro Forma Financial Metrics
• 3 - 4% EPS accretion once cost savings are fully realized after paying for crossing $10 billion in assets • No revenue synergies assumed in pro forma results but substantial opportunities identified • Neutral to tangible book value per share • Anticipate rapid capital generation post closing Estim
Slide 17: Conclusion
Conclusion 17 • Attractive core franchise in an important market • Provides a platform for further growth in Atlanta • Good financial outcome even with cost of crossing $10 billion in assets • Value of Hamilton’s core deposit base exceptionally high
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