Prosperity Bancshares, Inc. · NYSE:PB
Prosperity Bancshares — Merger or Acquisition (February 2012)
16 slides from Prosperity Bancshares's merger presentation, Feb 27, 2012
Slide 1: Merger with American State Financial Corp
Exhibit 99.1 Merger with American State Financial Corp February 27, 2012
Slide 2: Safe Harbor Statement
“Safe Harbor” Statement under the Private Securities Litigation Reform Act of 1995 Statements contained in this presentation which are not historical facts and which pertain to future operating results of Prosperity Bancshares® and its subsidiaries constitute “forward-looking statements” within the
Slide 3: Strategic Rationale
Strategic Rationale • American State merger marks Prosperity’s entry into West Texas in a significant way: – Expands Prosperity west of I-35 and creates a presence in 18 new counties, for a total of 78 counties of operation upon completion – American State is ranked in the top three by deposit marke
Slide 4: Assumptions & Impact
Assumptions & Impact • Expected to be approximately 8% accretive to earnings per share • The tangible common equity ratio is restored in approximately one year • Preliminary loan mark is approximately equal to American State’s current loan loss reserve • Non-deposit fee revenue is enhanced through t
Slide 5: Pro Forma Branch Franchise
Pro Forma Branch Franchise Texas Deposit Market Share PB (1) (178) ASFC (2) (37) (1) PB pro forma for pending and recently completed acquisitions: Texas Bankers, East Texas Financial Services and Bank Arlington (2) ASFC excludes one drive thru branch in Odessa and eight mobile deposit services for n
Slide 6: Merger Summary
Merger Summary Merger Partner: American State Financial Corporation (“American State” or “ASFC”) Aggregate Value: $529.2 million(1) Consideration: 66.3% stock / 33.7% cash Each share of American State common stock will be converted into the right to receive the pro-rata share of $178.5 million in ca
Slide 7: Transaction Highlights
Transaction Highlights Anticipated Closing: Third Quarter 2012 Pre-tax Cost Savings: 20.0% Transaction Multiples: (1),(2) Merger Price to: Book Value: 1.89x Tang. Book Value: 2.06x LTM Earnings: 12.6x 2012 Earnings Estimate: 13.6x (3) Deposit Premium: 11.1% (1) Based on PB closing price of $41.14 on
Slide 8: Management Retention
Management Retention The following members of American State’s management will join Prosperity’s executive team: Management Current Role Prosperity Position - Holding Company Board Member W. R. Collier Chairman & CEO - Senior Chairman – West Texas Area - Chairman – West Texas Area Michael F. Epps Vi
Slide 9: American State Financial Highlights
American State Financial Highlights ($mm) At or for the year ended December 31, '08 - '11 • Founded in 1948 in 2008 2009 2010 2011 CAGR Lubbock, TX Balance Sheet Total Assets $2,203.4 $2,406.7 $2,690.8 $3,081.7 11.8% Total Net Loans 979.7 1,036.5 1,073.7 1,174.3 6.2% Securities 1,000.9 1,149.5 1,225
Slide 10: Established Presence in Core Markets of Operation
Established Presence in Core Markets of Operation American State has significant deposit market share in its markets, including top three rankings in the attractive Lubbock, Abilene and Odessa markets American State Deposit Market Share by Texas MSA Proj. HH Deposits Market Population Income Market
Slide 11: West Texas Markets
West Texas Markets Economies at a Glance Lubbock MSA • Population: approximately 275,000; unemployment rate: 5.3% • Serves as the economic, education and health care hub of the South Plains region • Home to Texas Tech University (30,000+ students) and Lubbock Christian University (1,500+) • Largest
Slide 12: Pro Forma Loan Composition
Pro Forma Loan Composition Prosperity Bancshares, Inc. American State Financial Corporation Pro Forma Home Agriculture Home Equity Home Agriculture 3.5% Equity 3.1% Equity 4.3% Agriculture 0.6% 4.5% 3.9% Consumer Consumer Consumer 5.5% 2.9% 2.1% 1-4 Family Residential 1-4 Family Commercial 14.2% Res
Slide 13: Pro Forma Deposit Composition
Pro Forma Deposit Composition Prosperity Bancshares, Inc. American State Financial Corporation Pro Forma Non-interest CD's & Non-interest CD's & Bearing CD's & Non-interest IRA's>100m Bearing IRA's>100m IRA's>100m Bearing DDA 12.8% DDA 17.6% 13.9% DDA 22.8% 24.5% 24.1% CD's & CD's & IRA's<100m IRA's
Slide 14: Capital Ratio Analysis
Capital Ratio Analysis ($mm) PB ASFC Pro Forma (1) 12/31/11 12/31/11 9/30/12 Balance Sheet Total Assets $ 9,823 $ 3,082 $ 13,969 Tangible Assets 8,877 3,058 12,743 Risk Weighted Assets 4,357 1,628 6,285 Average Assets for Leverage Ratio (2) 8,784 3,003 12,293 Deposits 8,060 2,460 11,055 Capital Tang
Slide 15: Contact Information
Contact Information Corporate Headquarters Investor Contacts Prosperity Bank Plaza David Zalman 4295 San Felipe Chairman & Chief Executive Officer Houston, Texas 77027 979.543.2200 david.zalman@prosperitybanktx.com 281.269.7199 Telephone Dan Rollins 281.269-7222 Fax President & Chief Operating Offic
Slide 16: ASFC Merger Presentation - 2/27/12
ASFC Merger Presentation - 2/27/12
Prosperity Bancshares — Merger or Acquisition (February 2012) on 6ix