Peoples Bancorp Inc. · NASDAQ:PEBO
Peoples Bancorp — Merger or Acquisition (March 2021)
20 slides from Peoples Bancorp's merger presentation, Mar 29, 2021
Slide 1: Acquisition of Premier Financial Bancorp, Inc. and North Star Leasing Company
Peoples ¢\ (@) —_—— BANCORP* Acquisition of Premier Financial Bancorp, Inc. and North Star Leasing Company March 29, 2021 Peoples (),
Slide 2: Safe Harbor Statement
Safe Harbor Statement Statements in this presentation which are not historical are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Ac
Slide 3: Safe Harbor Statement
Safe Harbor Statement This call does not constitute an offer to sell or the solicitation of an offer to buy securities of Peoples Bancorp Inc. (“Peoples”). Peoples will file a registration statement on Form S-4 and other documents regarding the proposed merger with Premier Financial Bancorp, Inc. (“
Slide 4: Acquisition of Premier Financial Bancorp, Inc.
Acquisition of Premier Financial Bancorp, Inc.
Slide 5: Strategic Rationale
Strategic Rationale • Solidifies Peoples’ position as the best bank in West Virginia(1) • Entry into attractive Virginia, Maryland and Washington DC markets Strong Strategic Fit • Strong pro forma core deposit franchise • Aligned cultures and commitment to communities • Accelerates goal of becoming
Slide 6: Enhancing Scale and Geographic Reach
Enhancing Scale and Geographic Reach Pro Forma Branch Map Enhanced Scale(1) $6.7B $4.6B $5.5B Assets Loans Deposits Expanded Geography 136 6 Locations States Improved Efficiency ~61% PEBO (76) Efficiency Ratio PFBI (48) Source: S&P Global Market Intelligence (1) Shown as of December 31, 2020; Exclud
Slide 7: Overview of Premier Financial Bancorp, Inc.
Overview of Premier Financial Bancorp, Inc. • Holding company for Citizens Deposit Bank and Trust, Inc. and Premier Bank, Inc. Deposit Franchise by State • Operates 48 branches across five states and Washington, D.C. • Proven track record of profitability and capital generation 57.2% Company Overvie
Slide 8: Transaction Overview
Transaction Overview • Approximately $292.3 million deal value • $19.69 per PFBI share Consideration(1) • 100% stock consideration • 0.58x exchange ratio • Price / Tangible Book Per Share(2): 139% Pricing • Price / LTM EPS: 13.0x Multiples(1) • Core Deposit Premium: 5.8% Pro Forma • 70% PEBO shareho
Slide 9: Key Merger Assumptions and Financial Impact
Key Merger Assumptions and Financial Impact • 30% of Premier’s estimated non-interest expense Cost Savings • 75% phased in 2021 and 100% in 2022 and thereafter Transaction • $23.7 million (pre-tax) Expenses • 8.1% of deal value • $35.9 million Credit Mark • 3.0% of Premier’s total loans at close • 3
Slide 10: Comprehensive Due Diligence
Comprehensive Due Diligence Disciplined Acquirer • PEBO is an experienced acquirer with 8 bank transactions completed since 2012 • Track record of successful integration and realization of cost savings Comprehensive Diligence Process • Comprehensive process including business, operational, credit, f
Slide 11: Transaction Highlights
Transaction Highlights • Bolsters presence in core markets and creates a logical gateway for future growth opportunities • Entry into attractive markets within Virginia, Maryland, and Washington DC • Ability to expand enhanced product offerings, including insurance and wealth management, to existing
Slide 12: Acquisition of North Star Leasing
Acquisition of North Star Leasing
Slide 13: North Star Leasing Overview
North Star Leasing Overview • Founded in 1979 and headquartered in Burlington, VT, NSL leases a broad range of essential equipment used by small-and medium-sized businesses across the U.S. • NSL is an integrated originations, underwriting and servicing platform serving over 1,250 active vendors (80%
Slide 14: Transaction Summary and Highlights
Transaction Summary and Highlights • Combination with our premium finance business will Strategic improve our core growth, net interest margin, and earnings Rationale • Experienced, data-driven team with small-ticket expertise • 100% cash consideration Valuation • $47.5 million at closing, with a ma
Slide 15: Peoples + Premier + North Star
Peoples + Premier + North Star
Slide 16: Powerful Pro Forma Franchise
Powerful Pro Forma Franchise • Attractively valued opportunities to expand the Peoples franchise • Track record of acquisitions makes for efficient integration • Positions Peoples well to capitalize on strengthening economic prospects Pro Forma Snapshot(1) Products & Services Financials(2) Banking E
Slide 17: Appendix
Appendix
Slide 18: Pro Forma Loan Composition
Pro Forma Loan Composition Combined 1-4 Family 18.3% 1-4 Family 1-4 Family 20.2% Consumer 25.4% & Other CRE & Multi- Consumer & CRE & Multi- family 4.7% Consumer Other family 29.5% CRE & Multi- & Other 18.9% 25.1% family 15.0% Specialty 41.1% Finance 6.2% C&I C&I 11.6% Specialty C&D C&I Specialty 27
Slide 19: Pro Forma Deposit Composition
Pro Forma Deposit Composition Combined CDs > CDs > CDs > $250K $250K $250K Non-Interest 3.9% 2.7% 2.3% Non-Interest 25.5% Non-Interest 29.9% 26.8% CDs < $250K CDs < CDs < $250K 10.7% $250K 12.3% 16.0% Int-DDA, MM, Int-DDA, MM, Int-DDA, MM, Savings Savings Savings 61.5% 50.2% 58.2% Dollars in thousan
Slide 20: Premier Financial Highlights
Premier Financial Highlights ($000s) 2016Y 2017Y 2018Y 2019Y 2020Y Balance Sheet Total Assets 1,496,193 1,493,424 1,690,115 1,781,010 1,945,822 Total Loans HFI 1,024,823 1,049,052 1,149,301 1,195,295 1,214,395 Total Deposits 1,279,386 1,272,675 1,430,127 1,495,753 1,633,740 Loans / Deposits (%) 80 8