Prosperity Bancshares, Inc. · NYSE:PB
Prosperity Bancshares — Merger or Acquisition (September 2013)
14 slides from Prosperity Bancshares's merger presentation, Sep 4, 2013
Slide 1: Merger with F&M Bancorporation Inc.
Exhibit 99.1 Merger with F&M Bancorporation Inc. August 29, 2013
Slide 2: Safe Harbor Statement
“Safe Harbor” Statement under the Private Securities Litigation Reform Act of 1995 Statements contained in this presentation which are not historical facts and which pertain to future operating results of Prosperity Bancshares® and its subsidiaries constitute “forward-looking statements” within the
Slide 3: Strategic Rationale
Strategic Rationale • Expands Prosperity’s presence to the economically attractive Tulsa market: – F&M is currently the 2nd largest bank in Tulsa (by deposits) – Combined franchise would be the 7th largest bank in Oklahoma (by deposits) • Bolsters commercial lending efforts: – Adds significant C&I l
Slide 4: Continued Oklahoma Expansion
Continued Oklahoma Expansion PB* (219) FVNB* (34) FMBC (13) Source: SNL Financial 4 * Branch count excludes duplicative drive-thru locations
Slide 5: Enhances Oklahoma Market Share
Enhances Oklahoma Market Share Oklahoma Deposit Market Share Number Deposits in Market of Market Share Rank Institution (ST) Branches ($mm) (%) 1 BOK Financial Corp. (OK) 82 10,313 13.9 2 BancFirst Corp. (OK) 100 5,120 6.9 3 Midland Financial Co. (OK) 55 5,007 6.7 4 Arvest Bank Group Inc. (AR) 101 4
Slide 6: Growing Markets of Operation
Growing Markets of Operation Tulsa • With a population of over one million in the Tulsa MSA, it ranks as the 2nd largest city, and most densely populated county in Oklahoma • Diversified economy inclusive of Energy, Finance, Aviation, Telecommunications and Technology • Tulsa Port of Catoosa and Tul
Slide 7: Financial Highlights: F&M
Financial Highlights: F&M Bancorporation Inc. Year ended, Year to Date Dollars in Thousands 12/31/2010 12/31/2011 12/31/2012 6/30/2013 Balance Sheet Total Assets 1,560,876 2,021,290 2,309,714 2,436,656 Net Loans (Including HFS) 1,122,138 1,473,187 1,859,216 1,876,423 Securities 45,488 31,882 69,034
Slide 8: Pro Forma Loan Composition
Pro Forma Loan Composition Prosperity Bancshares, Inc. FVNB Corp. F&M Bancorporation Inc. Pro Forma Consumer & Consumer & Consumer & Consumer & Other Other Other, 3.5% Residential Other, 4.7% 5.2% 4.3% R.E., 10.9% Residential Residential Residential Commercial R.E. R.E. R.E., 20.8% Commercial 22.2%
Slide 9: Pro Forma Deposit Composition
Pro Forma Deposit Composition Prosperity Bancshares, Inc. FVNB Corp. F&M Bancorporation Inc. Pro Forma Jumbo Time Jumbo Time Deposits, Deposits, Jumbo Time 10.9% 10.1% Deposits, Demand Demand Jumbo Time Demand Deposits, 13.3% Deposits, Deposits, Demand Deposits, Retail Time 24.1% Retail Time 25.3% 2
Slide 10: Transaction Terms
Transaction Terms Merger Partner: F&M Bancorporation Inc. (OTC: FMBC) (1) Aggregate Deal Value: $243.9 million Consideration Structure: 3,298,246 shares of Prosperity and $47.0 million of cash (1) Consideration Mix: 81% stock / 19% cash Termination Fee: $10.0 million plus expenses incurred by Prospe
Slide 11: Transaction Summary
Transaction Summary (1) Aggregate Deal Value ($mm) $243.9 Transaction Multiples LTM Earnings ($15.3mm) 16.0x Book Value ($131.5mm) 1.85x Tangible Book Value ($131.5mm) 1.85x Most Recent Quarter Annualized Earnings ($13.7mm) 17.8x (2) Core Deposit Premium ($1,558mm) 7.2% Source: SNL Financial F&M’s f
Slide 12: Management Retention
Management Retention Prosperity has placed a very high value on the existing F&M leadership team and has extended numerous individual employment agreements to members of the production staff, including existing loan officers and several managers and supervisory personnel. In addition, the executive
Slide 13: Financial Impact
Financial Impact PB (1) Prosperity Bancshares, Inc. FVNB Corp. F&M Bancorporation Inc. Pro Forma Financial Impact 6/30/13 6/30/13 6/30/13 3/31/14 Balance Sheet ($mm) Total Assets $16,270.7 $2,417.1 $2,436.7 $21,272.4 Gross Loans 6,172.5 1,648.3 1,900.1 9,671.0 Total Deposits 12,508.7 2,149.9 2,208.4
Slide 14: Slide 14
Prosperity Bancshares — Merger or Acquisition (September 2013) on 6ix