Wesbanco, Inc. · NASDAQ:WSBC

Wesbanco — Merger or Acquisition (July 2024)

39 slides from Wesbanco's merger presentation, Jul 26, 2024

Slide 1: Acquisition of Premier Financial Corp.
Acquisition of Premier Financial Corp. July 2024 Exhibit 99.1
Slide 2: Forward-looking statements
This presentation contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that are subject to risks and uncertainties and are made pursuant to the safe harbor provisions of Section 27A of the Securities Act, and Section 21E of the Securities Exc
Slide 3: Merger rationale
Increased Scale With ~$27B in assets, the combined organization will benefit from significant economies of scale Complementary geographic footprints in familiar markets Rise to #8 from #15 in Ohio deposit market share Boosted Performance 2025 EPS Accretion of 40%+ driven by cost synergies and margin
Slide 4: Similar cultures and complementary strengths
Similar cultures and complementary strengths Acquisition of Premier Financial Corp. (1) Commercial loans include C&I, C&D, Multifamily, NOO CRE, and OO CRE loans Note: Financial data as of June 30, 2024 Source: S&P Capital IQ Pro Long History Founded 1870 1920 Business Mix Loan Mix Strong Wealth Bus
Slide 5: Relative contribution
Relative contribution Acquisition of Premier Financial Corp. TCE shown net of deferred tax liability 2024 and 2025 estimates based on mean consensus estimates adjusted for 2024Q2 actual results Utilizing WSBC’s closing price of $33.32 as of 7/24/2024 Source: S&P Capital IQ Pro Contribution Analysis
Slide 6: Pro forma company profile
Pro forma company profile (1) TCE shown net of deferred tax liability; includes net proceeds from capital raise (2) Excludes one time deal charges, Non-PCD CECL Day-2 double count, and assumes fully phased in cost saves (3) Deposit market share data as of June 30, 2023; excludes National Consumer Co
Slide 7: Conservative credit culture
Conservative credit culture Acquisition of Premier Financial Corp. Peers defined as Mid-Atlantic, Midwest and Southeast major exchange-traded banks and thrifts with most recent quarter total assets between $20 billion and $40 billion, excluding merger targets, mutuals, and merger-of-equals participa
Slide 8: Structure & Consideration
Structure & Consideration 100% stock consideration Fixed exchange ratio – 0.80 WSBC shares to be issued for each PFC share Pro forma ownership: 62% WSBC, 30% PFC, 8% new shareholders Transaction Value Deal value of $959 million, or $26.66 per PFC share(1) Pricing metrics include: 12.0x DV/2025E EPS,
Slide 9: Summary of due diligence
Summary of due diligence Acquisition of Premier Financial Corp. Credit Deposits & Borrowings Risk Management Human Resources Accounting & Tax Technology & Operations Commercial Banking Retail Banking Legal & Compliance Marketing & Branding Select Due Diligence Focus Areas Other Key Findings Both par
Slide 10: Key assumptions
Earnings Projections for WSBC and PFC based on consensus estimates through 2025; 5% growth thereafter Cost Savings ~26% of PFC’s NIE expense base ($41.4 million on a fully phased basis) 75% to be realized in 2025 and 100% to be realized thereafter Merger Expenses $71.6 million of pre-tax, non-capita
Slide 11: Impact summary
Impact summary Acquisition of Premier Financial Corp. (1) Excludes one time deal charges, Non-PCD CECL Day-2 double count, and assumes fully phased in cost saves. (2) Rate marks include interest rate mark on loans and write-down of trust preferred securities. (3) Excludes all impacts from CECL, incl
Slide 12: Pro forma earnings power
Pro forma earnings power Acquisition of Premier Financial Corp. FMV adjustments include accretion of PFC’s AOCI at closing, net loan mark accretion, TruPS mark amortization, and amortization of CDI. (2) Assumes equity raise proceeds are down-streamed to the bank and used to redeem bank-level borrowi
Slide 13: Positioned for upside market performance
Positioned for upside market performance Acquisition of Premier Financial Corp. Source: S&P Capital IQ Pro; FactSet // Note: 2025 figures for peers utilize consensus estimates as of 7/15/2024 prior to earnings releases (1) Pro forma ratios are estimated at deal closing and include purchase accountin
Slide 14: Enhanced profitability and capital generation
Enhanced profitability and capital generation Acquisition of Premier Financial Corp. Note: Peers defined as Mid-Atlantic, Midwest and Southeast major exchange-traded banks and thrifts with most recent quarter total assets between $20 billion and $40 billion, excluding merger targets, mutuals, and me
Slide 15: Capital adequacy
WesBanco 06/30/2024 Premier 06/30/2024 Pro- Forma(1) Tier 1 Leverage Ratio (Consolidated) 9.7% 10.3% 8.6% Tier 1 Common Ratio (Consolidated) 10.6% 11.9% 9.6% Tier 1 Risk-Based Capital (Consolidated) 11.6% 12.4% 10.3% Total Risk-Based Capital (Consolidated) 14.4% 14.3% 13.2% Tier 1 Leverage Ratio (Ba
Slide 16: Demonstrated history of successful acquisitions
Demonstrated history of successful acquisitions Acquisition of Premier Financial Corp. (1) Estimated total pro forma assets at transaction close Source: S&P Capital IQ Pro; Company filings (1)
Slide 18: Overview of Premier Financial Corp.
Overview of Premier Financial Corp. Premier Overview Complementary Business Model 120% ACL/NPLs 0.36% Delinquent Loans 14.3% Total Cap. Ratio $8.8B Assets $7.2B Deposits 2.46% NIM $1.5B Wealth AUA Strong Ohio-based banking team with growth capacity Balance sheet soundness with strong coverage ratios
Slide 19: Premier: stable and granular deposit base
Premier: stable and granular deposit base Premier Overview 5 years ended June 30, 2024 Customer Deposits exclude brokered deposits and acquisition marks Percentage of total deposits; adjusted for collateralized deposits, other insured deposits and intra-company accounts Note: Financial information a
Slide 20: Premier: diverse loan portfolio
Premier: diverse loan portfolio Premier Overview Utilizing bank-level loan data 5 years ended June 30, 2024 Note: Loan data as of June 30, 2024 Source: Company Documents Key Portfolio Metrics 51.3% of loans are floating and adjustable Rate Total Loan Yield 2Q’24: 5.26% Avg. C&I Loan $0.3mm NOO CRE A
Slide 21: Premier: CRE portfolio details
Premier: CRE portfolio details Premier Overview Note: Financial data as of June 30, 2024 Source: Company Documents Diverse NOO CRE Portfolio $1.6mm Avg. Loan Size 0.09% Nonaccrual NOO CRE Portfolio by Geography NOO CRE Portfolio by Property Type PFC’s total office portfolio (OO and NOO) is $294mm, w
Slide 23: Experienced Executive Management Team
Michael L. Perkins Senior EVP, Chief Risk & Administrative Officer 30+ years in banking Experienced Executive Management Team WSBC management team WesBanco Overview Jeffrey H. Jackson President & CEO 30+ years in banking Daniel K. Weiss Senior EVP, CFO 20+ years in banking/finance Robert H. Friend S
Slide 24: Diversified business model with strong market presence
Strong and balanced market presence across diverse geographies that supports disciplined organic growth Granular core deposit funding base supports robust commercial and consumer business model Diversified revenue streams built upon unique long-term advantages Distinct long-term growth strategies bu
Slide 25: Unique advantages, sustainable growth, shareholder focus
Balanced loan and deposit distribution across contiguous eight state footprint, with complementary loan production office strategy Full suite of commercial and consumer banking capabilities, complemented by a wealth management business with a 100+ year track-record of success managing assets of $5.6
Slide 26: Organic growth-oriented business model
Organic growth-oriented business model WesBanco Overview Focus on Delivering Positive Operating Leverage Strong Legacy of Credit, Capital, and Risk Management Diversified Loan Portfolio Built upon a Relationship Focused Model Distinct Revenue Capabilities, Led by 100+ Year Wealth Management Business
Slide 27: Focus on strategic diversification, growth, and credit quality
Focus on strategic diversification, growth, and credit quality Balance disciplined loan origination with prudent underwriting standards Focus on relationship lending, especially for C&I Key offerings include loan swaps, treasury management, foreign exchange, cyber security, and lockbox services Stro
Slide 28: Strong capabilities built upon a century of success
Securities Brokerage $1.8B in account value 11,600+ accounts Securities investment sales Investment advisory services Licensed banker and regional player/coach programs Expansion opportunities in KY, IN, and Mid-Atlantic markets, as well as external business development opportunities Trust & Investm
Slide 29: New capabilities with long-term growth opportunities
New capabilities with long-term growth opportunities WesBanco Overview Focus on building comprehensive business customer relationships by providing individualized services to improve cash flow management, increase earning power, and strengthen fraud protection for clients Key Treasury Management ser
Slide 30: Digital banking utilization
Digital banking utilization ~75% of retail customers utilize online digital banking services ~5.0 million web and mobile logins per month Mobile ~50% of total, with an average of 16 monthly logins per customer >260,000 mobile wallet transactions, >40,000 Zelle® payments, and ~10,000 mobile deposits
Slide 31: Differentiated and peer-leading deposit profile
Differentiated and peer-leading deposit profile Note: quarterly financial data; peer bank group includes all U.S. banks with total assets of $10B to $25B from S&P Capital IQ (as of 5/3/2024) and represent simple averages; total deposits funding cost includes non-interest bearing deposits WesBanco Ov
Slide 32: Favorable asset quality measures compared to peer bank group
Favorable asset quality measures compared to peer bank group Note: financial data as of quarter ending for dates specified; peer bank group includes all U.S. banks with total assets of $10B to $25B from S&P Capital IQ (as of 7/8/2024) and represent simple averages except criticized & classified loan
Slide 33: Ensuring a strong financial institution for all of our stakeholders
Ensuring a strong financial institution for all of our stakeholders Note: data as of 12/31/2023 except Board diversity (as of 4/17/2024) and financial center reduction (as of 12/31/2023 and compared to 12/31/2018); “CRA” is Community Reinvestment Act; “key senior executive leadership” defined as the
Slide 34: Awards and recognition
Newsweek named WesBanco one of America’s Greatest Workplaces, based on an employee survey covering topics like compensation and benefits, training and career progression, work-life balance, and company culture For the 14th time since the rankings inception in 2010, WesBanco Bank was again named one
Slide 36: Capital accretion post transaction
Capital accretion post transaction Appendix CET1 Capital Ratio (%) Leverage Ratio (%) Total Risk-Based Capital (%) Tier 1 Risk-Based Capital Ratio (%) Note: Pro-forma capital ratios inclusive of MTM adjustments and ~$191mm of net proceeds from capital raise down-streamed to the bank Consolidated Ban
Slide 37: Illustrative pro forma earnings accretion reconciliation
Illustrative pro forma earnings accretion reconciliation Illustrative Fully Phased-In EPS Accretion Appendix Excludes one time deal charges, Non-PCD CECL Day-2 double count, and assumes fully phased in cost saves. (2) FMV adjustments include accretion of PFC’s AOCI at closing, net loan mark accretio
Slide 38: Tangible book value dilution reconciliation
Tangible book value dilution reconciliation Appendix Estimated Tangible Book Value Dilution Detail Calculation of Estimated Intangibles Created Net proceeds based on a $200mm capital raise (gross) in 2024Q3, utilizing an issuance price of $27.50/share Restructuring cost includes the RSU acceleration
Slide 39: Non-GAAP reconciliations
Non-GAAP reconciliations Appendix WSBC Tangible Book Value PFC Tangible Book Value PFC Tangible Common Equity / Tangible Assets PFC Tangible Book Value per Share Note: Based on June 30, 2024 financials; DTL represents 21% of other intangibles (excluding goodwill) balance

Wesbanco — Merger or Acquisition (July 2024) on 6ix

Wesbanco — Merger or Acquisition (July 2024)

Slide 1: Acquisition of Premier Financial Corp.

Slide 2: Forward-looking statements

Slide 3: Merger rationale

Slide 4: Similar cultures and complementary strengths

Slide 5: Relative contribution

Slide 6: Pro forma company profile

Slide 7: Conservative credit culture

Slide 8: Structure & Consideration

Slide 9: Summary of due diligence

Slide 10: Key assumptions

Slide 11: Impact summary

Slide 12: Pro forma earnings power

Slide 13: Positioned for upside market performance

Slide 14: Enhanced profitability and capital generation

Slide 15: Capital adequacy

Slide 16: Demonstrated history of successful acquisitions

Slide 17: Premier Overview

Slide 18: Overview of Premier Financial Corp.

Slide 19: Premier: stable and granular deposit base

Slide 20: Premier: diverse loan portfolio

Slide 21: Premier: CRE portfolio details

Slide 22: WesBanco Overview

Slide 23: Experienced Executive Management Team

Slide 24: Diversified business model with strong market presence

Slide 25: Unique advantages, sustainable growth, shareholder focus

Slide 26: Organic growth-oriented business model

Slide 27: Focus on strategic diversification, growth, and credit quality

Slide 28: Strong capabilities built upon a century of success

Slide 29: New capabilities with long-term growth opportunities

Slide 30: Digital banking utilization

Slide 31: Differentiated and peer-leading deposit profile

Slide 32: Favorable asset quality measures compared to peer bank group

Slide 33: Ensuring a strong financial institution for all of our stakeholders

Slide 34: Awards and recognition

Slide 35: Appendix

Slide 36: Capital accretion post transaction

Slide 37: Illustrative pro forma earnings accretion reconciliation

Slide 38: Tangible book value dilution reconciliation

Slide 39: Non-GAAP reconciliations