Simmons First National Corporation · NASDAQ:SFNC
Simmons First National — Merger or Acquisition (April 2015)
19 slides from Simmons First National's merger presentation, Apr 29, 2015
Slide 1: Acquisition of Ozark Trust and Investment Corporation
Simmons First _. National Corporation NASDAQ-GS: Acquisition of Ozark Trust and Investment Corporation (OTIC) and its wholly owned subsidiary -- Trust Company of the Ozarks (TCO) April 29, 2015
Slide 2: Forward-Looking Statement
Forward-Looking Statement Certain statements contained in this presentation may not be based on historical facts and are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21£ of the Securities Exchange Act of 1934, as amended. These
Slide 3: Transaction Overview
* Structure: * Purchase Price: * Consideration: * Accretive to earnings: * Approval: Transaction Overview Simmons to acquire 100% of OTIC’s stock $20.7 million 75% stock and 25% cash ") $0.01 to $0.02 per share OTIC’s shareholder approval * Expected closing: Q3-2015 Transaction Multiples “): * Price
Slide 4: Key Transaction Assumptions
Key Transaction Assumptions * Cost savings: 15% * One-time merger related cost: ~$700,000 * Operations: OTIC will be merged into SFNC * System conversion: End of 2015 Fay simmons erst National Corporation Page 4
Slide 5: Trust Company of the Ozarks Company Overview
Trust Company of the Ozarks Company Overview * Over $1 billion in AUM (16% CAGR since 2007) and over 1,300 clients + Established in 1998 * Headquartered in Springfield, Missouri * Experienced staff with more than 200 combined years of experience *One of the region’s strongest and soundest trust and
Slide 6: Assets Under Management Growth
: Assets Under Management Growth $1,200 $1,000 -— $800 s $600 + $400 +} — $200 +] i $0 2009 2010 2011 2012 2013 2014 ‘Simmons First oliars in 000's EBD Ristional’ corporation Doles 000 Pages
Slide 7: TCO: Income Statement
ICO TCO: Income Statement 2010 2011 2012 2013 oo Teen Revenue $3,585 $4,104 $4,676 $5,278 $5,884 13.2% Operating Expenses 2,815 3,137 3,456 3,644 4,039 9.4% Operating Income 770 967 1,220 1,634 1,845 24.4% Other Income 21 64 11 10 16 Income Before Income Taxes 791 1,031 1,231 1,644 1,861 23.8% Incom
Slide 8: TCO: Clients and Products
ICO —_— 2%, TCO: Clients and Products + Almost 90% of new business referrals in 2014 were from attorneys, CPAs, insurance professionals and current clients * Products include investment management, trust services, personal representatives (executor of wills) and custodial services. * Services: Inves
Slide 9: Strategic Rationale
Strategic Rationale {1) Cultural Fit. Simmons understands the importance of cultural fit with any acquisition. Through the due diligence process, Simmons found TCO’s culture to be very compatible to that of its own. TCO is conservatively managed, yet has achieved impressive AUM growth since 2007. (2
Slide 10: Acquisition Summary
Acquisition Summary *Pro forma assets under management of $4.5 billion “ $1B TCO and $3.5B Simmons *Strategic acquisition of trust business in Southwest Missouri *Accretive to earnings *Integration experience and retention of management/staff assures low execution risk *Extensive due diligence proce
Slide 11: SFNC: Revenue Opportunities
SFNC: Revenue Opportunities smmon ton EJ ADATTIOT First State Je MBE Credit Cards Trust\Wealth Mgmt. v v Ico Investments Agriculture Lending << fa < K& « Equipment Finance Insurance (P&C) v v Consumer Finance v SBA Lending v v * None of our accretion estimates include the potential benefits of expan
Slide 12: SFNC: Company Profile
SFNC: Company Profile * Ticker: SFNC _— * Since 1903 * $8 Billion Total Assets + 4 State Footprint = ¢ $1.4 Billion Market cap * History of strong asset quality SS * Top 50 Agriculture Lender in the Country * Top 50 SBA Lender in the Country ” * Excellent non-interest income (non-banking business un
Slide 13: SFNC: Company Footprint
SFNC: Company Footprint aa TROTaTTEpORS ike Trust Company of the Ozarks sa Topeka ansas City : re 7 i Customer Footprint e Olathe MMrtand Pagk var Louisville Evansville Frankfort 4 edichita Oo @ or C) } % Poplagluft eae i ; RS hvill = Fee Cyrene © © inate @ © Oklahoma City oo) e ‘ e Boe a) Memphis,
Slide 14: SFNC: A Proven Acquirer and Integrator
SFNC: A Proven Acquirer and Integrator ECT M&A since 1990: 11 Whole bank acquisitions 5 Bank branch deals (total of 20 branches) 1 Bankruptcy (363) acquisition © 4 FDIC failed bank acquisitions © 4RIC failed thrift acquisitions FA sissmons First National Corporation Page 14
Slide 15: Timeline for Conversion and Integration
Timeline for Conversion and Integration 2014 Mar: oY Convert MNB, integrate 35 branches and close 27 branches Apr: vo Regulatory filings (charter consolidation & Delta Trust) May: eo Convert 3 legacy charters (sra-NEA, SFB-Searcy, & SFB-Hot Springs) Jun: vo Regulatory approval (Delta Trust) Jul: wo
Slide 16: Total Shareholder Return
SF 1 Year Total Shareholder Return (Dividends + Stock Appreciation) ANNA - 3/3115 30 SFNC 424.6% 25 SNLULS. Bank Index 43.9% ms 20 15 10 Total Return (% Mar-14 Jun-14 Sep-14 Dec-14 Mar-15 ——SFNC_ —SNLU.S. Bank FAY simmons First National Corporation Source: SNL Financial pages
Slide 17: SFNC: Long-term Shareholder Return
SFNC: Long-term Shareholder Return {Dividends + Stock Appreciation) Pre-economic downturn 12/31/07 — 3/31/15 150 5 SFNC Bank Index Total Return (% Dec-13 Dec-14 —SFNC_—SNLU.S. Bank Dec-07 Dec-08 Dec-09 Dec-10 Dec-11 Dec-12 FAY simmons First National Corporation Source: SNL Financial pee?
Slide 18: SFNC: Investment Profile
SFNC: Investment Profile Market Data as of 3/31/15 Stock Price 52 week price range Common Shares Outstanding Market Capitalization % Institutional Ownership % Index Ownership Valuation & Per Share Data Price / LTM EPS Price / 2015 EPS“) Price / 2016 EPS“) Price / Tangible Book (4) bosed upon analyst
Slide 19: Simmons First National Corporation
Simmons First _. National Corporation NASDAQ-GS: Acquisition of Ozark Trust and Investment Corporation (OTIC) and its wholly owned subsidiary -- Trust Company of the Ozarks (TCO) April 29, 2015
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