Prosperity Bancshares, Inc. · NYSE:PB
Prosperity Bancshares — Merger or Acquisition (October 2022)
15 slides from Prosperity Bancshares's merger presentation, Oct 11, 2022
Slide 1: Announces the acquisitions of First Bancshares of Texas and Lone Star State Bancshares
Announces the acquisitions of First Bancshares of Texas, Inc. and Lone Star State Bancshares, Inc. October 11, 2022
Slide 2: Important Information
Important Information Cautionary Notes on Forward Looking Statements “Safe Harbor” Statement under the Private Securities Litigation Reform Act of 1995: This release contains forward-looking statements within the meaning of the federal securities laws, including Section 27A of the Securities Act of
Slide 3: Important Information (Continued)
Important Information (Continued) Additional Information about the First Bancshares Merger and Where to Find It In connection with the proposed merger of First Bancshares into Prosperity, Prosperity will file with the SEC a registration statement on Form S-4 to register the shares of Prosperity comm
Slide 4: Pro Forma Franchise Overview
Pro Forma Franchise Overview Pro Forma Overview Pro Forma Branch Footprint Pro Forma PB FBOT LSSB Q2-2022 (1) Assets ($B) $37.4 $2.1 $1.3 $40.8 Gross Loans ($B) $18.2 $1.6 $0.9 $20.7 Deposits ($B) $29.9 $1.8 $1.2 $32.9 Loan to Deposit Ratio (%) 61.0% 89.2% 79.5% 63.2% Branches 272 16 5 293 ▪ Adds si
Slide 5: Bolstering Our Texas Franchise
Bolstering Our Texas Franchise Lubbock Midland/Odessa Hill Country(1) Wichita Falls $12.4 Billion $13.2 Billion $4.1 Billion $3.9 Billion Total MSA Deposits Combined MSAs Deposits Total Market Deposits Total MSA Deposits 329K 361K 100K 153K MSA Population Combined MSAs Population Market Population M
Slide 6: FirstCapital Bank of Texas Overview
FirstCapital Bank of Texas Overview ▪ Founded in 1998, First Bancshares of Texas is a pure-play Texas commercial banking franchise Full Service Branch (16) Drive Through (2) ▪ 16 full-service branches across 6 different markets located in North, West, and Central Texas ▪ Highly experienced managemen
Slide 7: Lone Star State Bank of Texas Overview
Lone Star State Bank of Texas Overview ▪ Founded in 2007 – 100% organic growth story since single branch bank acquisition in 2008 Lone Star State Bancshares (5) ▪ 5 locations across 5 different markets all located in West Texas ‒ $235 million average deposits per branch(1) L Brownfield ▪ Average sen
Slide 8: Summary of Mergers
Summary of Mergers Purchase Price(1) ▪ ~$342 million ▪ ~$229 million ▪ 3,583,370 shares of PB stock ▪ 2,376,182 shares of PB stock Consideration ▪ $93,442,648 Cash ▪ $64,053,717 Cash Consideration Mix(1) ▪ Approximately 73% stock / 27% cash ▪ Approximately 73% stock / 27% cash Management ▪ Senior ma
Slide 9: Transaction Overview & Financial Impact
Transaction Overview & Financial Impact Valuation(1)(2) FBOT LSSB(2) Combined Aggregate Deal Value $341.6 $228.7 --- Price / LTM Net Income 12.2x 14.5x 13.0x P/2022E Net Income 9.6x 11.3x 10.2x P/2023E Net Income 9.0x 9.5x 9.2x P/2023E Net Income (w/100% cost savings) 7.1x 7.9x 7.4x Price / Tangible
Slide 10: Key Modeling Assumptions
Key Modeling Assumptions ▪ 25% of noninterest expense base ▪ 25% of noninterest expense base Cost Savings − 75% phased-in in year 2023 − 75% phased-in in year 2023 ▪ $55.0 million gross loan mark, or 3.32% of total loans ▪ $17.1 million gross loan mark, or 1.75% of total loans ‒ $27.5 million on PCD
Slide 11: Prosperity Bancshares, Inc. Total Shareholder Return
Prosperity Bancshares, Inc. Total Shareholder Return Total shareholder return driven by our organic growth and successful M&A strategy. Prosperity has completed 28 M&A transactions since 2000. 1 10 10 11 21 Commercial Bancshares, Inc. Liberty Bank The Bank Arlington 2 Texas Guaranty Bank, N.A. 12 Vi
Slide 12: Appendix
Appendix
Slide 13: Pro Forma Loan and Deposit Composition
Pro Forma Loan and Deposit Composition (1) Pro Forma Cons. & Cons. & Cons. & Cons. & Other Resi. RE Other Ag. Prod. Other Ag. Prod. 2% Other Ag. Prod. 10% 1% Resi. RE 6% Own. Ag. Prod. 9% 2% 9% 1% C&I 16% Occ. CRE 2% Loan Portfolio 24% 10% C&I Resi. RE C&I Resi. RE Own. 14% 31% 12% 33% C&I Occ. CRE
Slide 14: FirstCapital Bank of Texas Financial Highlights
FirstCapital Bank of Texas Financial Highlights For the Years Ended: For the Quarters Ended: 2018 - 2Q22 2018 2019 2020 2021 Q3-2021 Q4-2021 Q1-2022 Q2-2022 CAGR Balance Sheet ($000) As s ets 1,122,516 1,732,419 1,843,012 2,041,502 1,987,880 2,041,502 2,122,521 2,119,077 19.9% Loa ns & Lea s es 849,
Slide 15: Lone Star State Bank of West Texas Financial Highlights
Lone Star State Bank of West Texas Financial Highlights For the Years Ended: For the Quarters Ended: 2018 - 2Q22 2018 2019 2020 2021 Q3-2021 Q4-2021 Q1-2022 Q2-2022 CAGR Balance Sheet ($000) As s ets 909,724 1,019,154 1,048,262 1,192,178 1,096,749 1,192,178 1,255,952 1,305,397 10.9% Loa ns & Lea s e
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