First Busey Corporation · NASDAQ:BUSE
First Busey — Merger or Acquisition (January 2021)
17 slides from First Busey's merger presentation, Jan 19, 2021
Slide 1: Strengthening Our Chicagoland Presence
STRENGTHENING OUR CHICAGOLAND PRESENCE January 19 , 2021 / A w holly - owned subsidiary of Cummins - American Corp.
Slide 2: Special Note Concerning Forward-Looking Statements
2 2 Special Note Concerning Forward - Looking Statements This communication may contain forward - looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 with respect to the financial condition, results of operations, plans, objectives, future performance and bu
Slide 3: Additional Information
3 3 Additional Information Additional Information and Where to Find It First Busey will file a registration statement on Form S - 4 with the SEC in connection with the proposed transaction. The registration statement will include a proxy statement of CAC that also constitutes a prospectus of First B
Slide 4: Non-GAAP Financial Measures
4 4 Non - GAAP Financial Measures This document contains financial information determined other than in accordance with accounting principles generally accepted in the United States of America (“GAAP”). Management uses these “non - GAAP” measures in its analysis of the Company’s performance. Managem
Slide 5: Overview of First Busey Corporation (BUSE)
5 5 Overview of First Busey Corporation (BUSE) Company Overview Branch Map Primary Business Segments Financial Highlights Commercial Banking Wealth Management Payment Processing • Illinois state chartered bank, organized in 1868 • Bank offers full suite of diversified financial products and services
Slide 6: Experienced and Successful Acquirer
6 6 Experienced and Successful Acquirer Source: S&P Global Market Intelligence. Note: Cummins - American financials based on wholly - owned bank subsidiary, Glenview State Bank, bank - level regulatory data as of 9 /30/2020. Note: Financial data for previously closed transactions are as of the closi
Slide 7: Overview of Cummins-American Corp.
7 7 Overview Overview of Cummins - American Corp. Source: S&P Global Market Intelligence, 2020 FDIC Summary of Deposits, DatabaseUSA. Financial data based on bank - level regulatory data as of 9/30/2020. (1) Adjusted for C - Corp status and tax effected at 25.00%. • Cummins - American Corp. has prov
Slide 8: Illinois Deposit Market Share Rank
8 8 Illinois Rank Institution # of Branches Total Deposits ($000) Market Share (%) 1 JPMorgan Chase & Co. (NY) 315 111,379,734 18.58 2 Bank of Montreal 196 83,192,008 13.88 3 Bank of America Corporation (NC) 142 46,817,770 7.81 4 Northern Trust Corp. (IL) 5 34,446,777 5.75 5 Wintrust Financial Corp.
Slide 9: Transaction Rationale
9 9 Transaction Rationale Strategically Compelling • Bolsters presence in attractive collar suburbs of Chicago MSA, with pro forma deposits of more than $2.2 billion and top 25 deposit market share • Enhances wealth management capabilities, adding over $1.1 billion in assets under care • Excess liqu
Slide 10: Transaction Terms
10 10 Transaction Terms (1) Based on Busey’s closing price of $23.54 on 1/15/2021 . (2) Inclusive of anticipated special dividend. (3) LTM 9/30/2020 consolidated net income adjusted for realized gains on securities and one - time, non - core expenses. (4) Tax affected at 25.00%. (5) Core deposits de
Slide 11: Transaction Details
11 11 Transaction Details Tax Structure • Cummins - American operates as an S - Corp • Cummins - American shareholders will make a 338(h)(10) election – Allows First Busey to treat transaction as an asset purchase Cost Savings • 51% of Cummins - American’s non - interest expense phased in over two y
Slide 12: Due Diligence Review
12 12 Due Diligence Review Due Diligence Overview Estimated Purchase Accounting Marks & CECL Crossing $10B Threshold • Thorough due diligence process to evaluate Cummins - American’s credit portfolio – Comprehensive credit review completed by First Busey’s internal team – 90% of outstanding core com
Slide 13: Transaction Meets M&A Disciplines
13 13 Transaction Meets M&A Disciplines Key Attributes Cummins - American Rationale Franchise : • High - density metro market with growth opportunities in commercial & wealth management x Significant expansion in the attractive northern suburbs of Chicago, the Midwest’s largest MSA • Mature franchis
Slide 14: Pro Forma Deposit and Loan Composition
14 14 BUSE Cummins-American Pro Forma 30.0% 55.8% 6.8% 7.4% Noninterest-bearing Deposits IB Demand, Savings & MMDA Retail Time Deposits (<100k) Jumbo Time Deposits (>100k) 24.3% 61.9% 5.6% 8.3% Noninterest-bearing Deposits IB Demand, Savings & MMDA Retail Time Deposits (<100k) Jumbo Time Deposits (>
Slide 15: Appendix
15 15 APPENDIX 15
Slide 16: ($ in thousands) (Unaudited results) Net income $ 98,928 $ 102,953 $ 71,999 Acquisition
16 16 ($ in thousands) (Unaudited results) Net income $ 98,928 $ 102,953 $ 71,999 Acquisition expenses Salaries, wages, and employee benefits 1,233 4,083 — Data processing 406 1,523 — Lease or fixed asset impairment — 580 234 Other (includes professional and legal) 2,486 8,477 385 Other restructurin
Slide 17: ($ in thousands) (Unaudited results) Total Assets $ 7,702,357 $ 9,695,729 $ 10,539,628 Goodwill
17 17 ($ in thousands) (Unaudited results) Total Assets $ 7,702,357 $ 9,695,729 $ 10,539,628 Goodwill and other intangible assets, net (300,558) (373,129) (365,960) Tax effect of other intangible assets, net 8,547 17,247 15,239 Tangible assets $ 7,410,346 $ 9,339,847 $ 10,188,907 Total stockholders’