Southside Bancshares, Inc. · NYSE:SBSI
Southside Bancshares — Merger or Acquisition (June 2017)
14 slides from Southside Bancshares's merger presentation, Jun 12, 2017
Slide 1: Southside Bancshares, Inc. Merger with Diboll State Bancshares, Inc.
June 12, 2017 Southside Bancshares, Inc. Merger with Diboll State Bancshares, Inc.
Slide 2: Forward Looking Statements
Forward Looking Statements • Certain statements of other than historical fact that are contained in this document and in other written material, press releases and oral statements issued by or on behalf of Southside Bancshares, Inc. (“Southside”) or Diboll State Bancshares, Inc. (“Diboll”) may be co
Slide 3: Strategic Rationale
Strategic Rationale • Southside Bancshares, Inc. will merge with Diboll State Bancshares, Inc., the holding company for First Bank & Trust East Texas (1) • $1.0 billion total assets • 1.20% LTM ROAA • 35% noninterest-bearing deposits • 0.12% LTM cost of funds • Creates a Texas-based bank with nearly
Slide 4: Overview of Diboll
Overview of Diboll 4 (1) Based on call report data for First Bank & Trust East Texas as of the period ended 3/31/2017. (2) For the last twelve month period ended 3/31/2017. Franchise Overview - Established in 1953 - Locally owned and operated - 17 locations throughout East Texas - 35% of deposits ar
Slide 5: Combined Franchise
Austin Texas 40 35 35 10 10 20 20 30 45 Southside Diboll State (Dollars in millions) Bancshares, Inc. Bancshares, Inc. Combined (1) Total Assets 5,656$ 1,011$ 6,667$ Total Loans HFI 2,539 659 3,198 Total Deposits 3,705 908 4,613 LTM Earnings 50.8 11.8 62.6 Southside (49) Diboll (17) Combined Franchi
Slide 6: Top Ten Texas-Based Banks
Top Ten Texas-Based Banks 6 0 103 91 Sources: SNL Financial; deposits are as of 6/30/2016 and are pro forma for pending acquisitions. Deposit Market Share of Texas-Based Institutions Market No. of Deposits Share Rank Institution Name Branches ($mm) (%) 1 Cullen/Frost Bankers Inc. 146 24,337.6 9.8% 2
Slide 7: Loan Portfolio
Loan Portfolio ($000) Amount % of Total Construction $439,707 13.8% Residential Real Estate 824,324 25.8% Commercial Real Estate 1,203,472 37.6% Commercial 272,811 8.5% Municipal 297,825 9.3% Consumer 160,034 5.0% Gross Loans HFI $3,198,173 100.0% Loan Portfolios MRQ = Most Recent Quarter. (1) South
Slide 8: Deposit Composition
Deposit Composition MRQ = Most Recent Quarter. (1) Southside data per Schedule FR Y-9C and call report data. (2) Based on call report data for First Bank & Trust East Texas as of or for the period ended 3/31/2017. (3) Excludes potential purchase accounting adjustments. 8 Southside Bancshares, Inc. (
Slide 9: Transaction Summary
Transaction Summary • 5,535,000 shares of Southside common stock and up to $25,000,000 in cash • 88.6% stock / 11.4% cash (1) Aggregate Consideration • $218.8 million Aggregate Transaction Value (1) • Two Diboll board members will join Southside’s board; pro forma board of 17 members Board Seats • 8
Slide 10: Transaction Multiples and Pro Forma Impact
Transaction Multiples and Pro Forma Impact 10 (1) Based on Southside common stock price of $35.01 as of 6/12/2017. (2) Core deposits equal to total deposits less time deposits greater than $100,000. (3) Includes 75% 2018 phase-in of cost savings and 100% thereafter. Estimated Pro Forma Capital Ratio
Slide 11: Concluding Thoughts
Concluding Thoughts 11 • Strong cultural fit with complementary business models and management styles • Expands presence in East Texas markets that complement and expand Southside’s East Texas markets • Financially attractive with earnings per share accretion, manageable tangible book value earnback
Slide 12: Southside Bancshares, Inc.
SOUTHSIDEBANCSHARES, INC.
Slide 13: First Bank and Trust East Texas Financial Summary
First Bank and Trust East Texas 13 2013 FY 2014 FY 2015 FY 2016 FY 2017 FQ1 (Dollars in thousands) 12/31/2013 12/31/2014 12/31/2015 12/31/2016 3/31/2017 Balance Sheet Total Assets 861,637$ 919,762$ 980,698$ 983,124$ 1,010,726$ Total Net Loans Held for Investment 547,550 596,069 615,144 634,012 651,7
Slide 14: Additional Information
Additional Information • This document does not constitute an offer to sell or the solicitation of an offer to buy any securities, or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prio
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