National Bank Holdings Corporation · NYSE:NBHC
National Bank — Merger or Acquisition (April 2022)
15 slides from National Bank's merger presentation, Apr 18, 2022
Slide 1: NBHC to Acquire Rock Canyon Bank
NBHC to Acquire Rock Canyon Bank Salt Lake City / Provo Region (c) Copyright Statement April 18, 2022 Further Accelerating Growth in Premier U.S. Markets
Slide 2: Forward-Looking Statements
(c) Copyright Statement 2 Forward - Looking Statements This presentation contains “forward - looking statements” within the meaning of the Private Securities Litigation Reform Act of 19 95. Forward - looking statements contain words such as “anticipate,” “believe,” “can,” “would,” “should,” “could,”
Slide 3: About Non-GAAP Financial Measures
(c) Copyright Statement 3 About Non - GAAP Financial Measures Certain of the financial measures and ratios we present, including “tangible book value” and “tangible book value per share” metrics, ar e supplemental measures that are not required by, or are not presented in accordance with, U.S. gener
Slide 4: Well Structured Transaction Drives Value
(c) Copyright Statement 4 Well Structured Transaction Drives Value (1) Based upon market data as of April 14, 2022. (2) TBVPS is based on Rock Canyon Bank’s financials as of December 31, 2021 and utilize NBHC projections. ~88% stock / ~12% Cash Consideration (1 ) Stock: Fixed Exchange Ratio of 0
Slide 5: Creating a Dominant Rocky Mountain Franchise
(c) Copyright Statement 5 Creating a Dominant Rocky Mountain Franchise Low Risk Transaction Comprehensive due diligence completed with low risk loan portfolios and solid credit quality Combined company is an engine for accelerated growth and shareholder value creation Attractive Deployment of Ex
Slide 6: Attractive & Fast Growing Markets
(1) BLS February 2022 (2) Forbes (3) U.S. Census, ranked by population growth (4) Milken Institute Source: S&P Capital IQ for all other data points (c) Copyright Statement 6 Attractive & Fast Growing Markets 32.1% Provo Population Growth from ’10 - ’22 #1 Provo was the #1 Best - Performing City in 2
Slide 7: Scale Enhances the NBH Franchise
(c) Copyright Statement 7 Source: S&P Global Market Intelligence. As of December 31, 2021 Note : Excludes pro forma adjustments, with the exception of CET1 and Tier 1 Leverage. (1) Announced April 1, 2022. (dollars in millions) $7,214 $814 $9,627 4,513 494 6,003 Total Deposits 6,228 737 8,417 Total
Slide 8: Loan and deposit composition
(c) Copyright Statement 8 Source: S&P Global Market Intelligence. As of December 31, 2021 (1) Announced April 1, 2022. (2) Loan yields exclude the impact of PPP. (3) Based on MRY yields and excluding the impact of accretion from Non - PCD component of loan mark. Loans Deposits Non - Interest Bearing
Slide 9: Rock Canyon SBA Division
(c) Copyright Statement 9 Source: S&P Global Market Intelligence. (1) Per NAGL database. Third Party 504 Originations as of 2/28/22 (2) Utah District Office 2020 and 2019 SBA Annual Report (3) 2019 Colorado Lending Source Annual Meeting (via Transworld ) (4) Includes activity for SBA, FSA, and USDA
Slide 10: Enhances Leading Financial Performance
(c) Copyright Statement 10 Enhances Leading Financial Performance Source: S&P Global Market Intelligence. Transaction metrics based upon market data as of April 14, 2022, financial data MRQ a s a vailable. Note: Dual earnback calculation assumes 9/30 close for Bank of Jackson Hole (1) Pro forma retu
Slide 11: Conservative Transaction Assumptions
(c) Copyright Statement 11 Conservative Transaction Assumptions (1) Based upon market data as of April 14, 2022 (2) Revenue enhancement quantified but excluded from pro forma analysis Cost Synergies 29% of 2023E NIX Loan Mark 1.83% of loans (23% PCD) Core Deposit Intangible 0.65% SOYD over 10 years
Slide 12: Attractive Deployment of Excess Capital
(c) Copyright Statement 12 Attractive Deployment of Excess Capital Strong Financial Performance = Attractive Shareholder Returns Retaining Strong Capital = Optionality for Future Capital Deployment Internal Rate of Return Fully - synergized EPS Accretion 28% 25% Combined Institution is a Platform fo
Slide 13: Comprehensive Due Diligence Completed
(c) Copyright Statement 13 Comprehensive Due Diligence Completed Comprehensive Due Diligence • Credit Risk and Underwriting • Financial and Accounting • Regulatory • Compliance • Cultural Alignment • Internal Audit • Legal • Operational Risk • Technology • SBA operations • Human Resources 76% Total
Slide 14: Strategically Compelling Rocky Mountain Expansion
(c) Copyright Statement 14 Strategically Compelling Rocky Mountain Expansion Enhanced Growth Driven by Revenue Diversification Expansion into Fast - Growing Western Markets Culturally Aligned with Consistent Risk Management Attractive Financial Returns Low Risk Transaction Attractive Deployment of E
Slide 15: Thank you.
Thank you. (c) Copyright Statement
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