Ameris Bancorp · NYSE:ABCB
Ameris Bancorp — Merger or Acquisition (November 2017)
22 slides from Ameris Bancorp's merger presentation, Nov 17, 2017
Slide 1: Acquisition of Atlantic Coast Financial Corporation
Acquisition of Atlantic Coast Financial Corporation November 17, 2017
Slide 2: Forward-Looking Statements
Forward - Looking Statements 2 This presentation contains “forward - looking statements” as defined in the Private Securities Litigation Reform Act of 1995. In general, forward - looking statements usually use words such as “may,” “believe,” “expect,” “anticipate,” “intend,” “will,” “should,” “plan,
Slide 3: Additional Information
Additional Information 3 Additional Information and Where to Find It This communication is being made in respect of the proposed merger transaction involving Ameris and Atlantic Coast. This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a
Slide 4: Overview of Pro Forma Franchise
Montgomery Gainesville St. Augustine Tallahassee Savannah Greenville Atlanta Moultrie Charleston Jacksonville Augusta Columbia Overview of Pro Forma Franchise 4 Deposit data as of 6/30/17 (1) Data as of 9/30/17; excludes potential branch closures and purchase accounting assumptions Pro Forma Highlig
Slide 5: Transaction Rationale
Transaction Rationale 5 • Experienced Southeast acquirer – 15 deals in the last 6 years • Thorough due diligence process completed with over 65 % of the total loan and OREO portfolios reviewed • In - market transaction which increases density with minimal disruption to customers • Extensive market k
Slide 6: Summary of Transaction Terms
Summary of Transaction Terms 6 Data as of 9/30/17; pricing data as of 11/16/17 (1) Blended per share price based on ABCB’s stock price of $47.30 as of 11/16/17, a fixed exchange ratio of 0.17x and a cash payment of $1.39 per share (2) Based on ACFC common shares outstanding of 15,553,709 and ABCB st
Slide 7: Jacksonville's Community Bank
Jacksonville’s Community Bank 7 Jacksonville MSA Deposit Market Share (1) Jacksonville MSA ABCB ACFC • Further establishes our position as Jacksonville’s community bank • Leverages existing branch network – 5 ACFC branches are within 1 mile, and all branches are with 5 miles of an existing ABCB bran
Slide 8: Jacksonville Market Highlights
• Over 10 colleges and universities and 1.5 million residents • Primary market drivers include advanced transportation , financial services, multiple military facilities, and health and life sciences • 3 major interstates and railroads and 3 deep water ports • Top 50 places for Business and Careers
Slide 9: Increasing Our Presence Along the Coast
Increasing Our Presence Along the Coast 9 Source: SNL Financial Dollars in millions Deposit data as of 6/30/17 Coastal branches are defined as branches within 25 miles of the coast Non - Coastal (56) Coastal ( 43) 12/31/2009 Today Non - Coastal (29) Coastal ( 15) Coastal Deposits $543 30% Non - Coas
Slide 10: And in Florida…
And in Florida… 10 Deposits by State ($mm) ABCB Historical (1) Pro Forma Today (2) GA $1,719 66% FL $393 15% SC $278 11% AL $198 8% GA $2,837 49% FL $2,275 39% SC $506 9% AL $180 3% GA $3,074 47% FL $2,728 42% SC $506 8% AL $180 3% Source: SNL Financial (1) Historical data as of the quarter prior to
Slide 11: Gainesville Gainesville Gainesville Gainesville Gainesville Gainesville Gainesville Gainesville Gainesville Gainesvil…
Gainesville Gainesville Gainesville Gainesville Gainesville Gainesville Gainesville Gainesville Gainesville Gainesville Gainesville Gainesville Gainesville Gainesville Gainesville Gainesville Gainesville Gainesville Gainesville Gainesville Gainesville Gainesville Gainesville Gainesville Gainesville
Slide 12: Credit Due Diligence
Credit Due Diligence 12 Credit Diligence Process • Comprehensive review process for ACFC’s loans and OREO portfolios • Experienced credit review team – Completed ten FDIC - assisted acquisitions, one branch transaction, and four whole bank transactions in FL and GA through cycle • Credit team review
Slide 13: Transaction Assumptions
Transaction Assumptions 13 Assumptions • 55% of ACFC’s noninterest expense • 65% realized in 2018 and 100% thereafter • 1.5% of transaction accounts • $12.0 million after - tax • Identified, but not included • Gross credit mark to loans and OREO of $13.2 million • 1.6% mark to loans , 25.0% mark to
Slide 14: Estimated Pro Forma Financial Metrics
• Immediate mid single digit EPS accretion once cost savings are fully realized • No revenue synergies assumed in pro forma results but substantial opportunities identified • Accretive to tangible book value • IRR in excess of 20% Estimated Pro Forma Financial Metrics 14 Capital Ratios TCE/ TA Lever
Slide 15: Benefit to ACFC Stakeholders
Benefit to ACFC Stakeholders 15 • Larger organization offers employees greater opportunities for growth and enrichment • Experienced senior leadership • Long - term, dedicated teams Shareholders Customers Employees • Access to combined commercial and retail product capabilities • Convenience of expa
Slide 16: Conclusion
Conclusion 16 • Further cements ABCB as the #1 Community Bank in Jacksonville • Significant opportunity to leverage existing branch network and community banking relationships • Continues ABCB’s focus in high growth, attractive markets
Slide 17: Appendix: Additional Information
Appendix: Additional Information
Slide 18: Overview of Atlantic Coast Financial Corporation
18 Pro Forma Footprint • Headquartered in Jacksonville, FL • Founded in 2000 • 8 branch Florida footprint • 4 branches in Southeast Georgia Overview of Atlantic Coast Financial Corporation Company Highlights Financial Highlights ABCB ACFC Source: SNL Financial; financial data as of 9/30/17 , pricing
Slide 19: Pro Forma Deposit Composition
Pro Forma Deposit Composition 19 ACFC ABCB Pro Forma (1) ABCB Cost of Total Deposits: 0.35% ACFC Cost of Total Deposits: 0.80% Source : SNL Financial Data as of or for the three months ended 9/30/17; ACFC data bank level Core deposits defined as total deposits less jumbo time deposits greater than $
Slide 20: Pro Forma Loan Composition
Pro Forma Loan Composition 20 ACFC ABCB Pro Forma (1) ABCB Yield on Loans: 4.87% ACFC Yield on Loans: 4.26% Source: SNL Financial Data as of or for the three months ended 9/30/17 (1) Excludes purchase accounting adjustments C&D 10% 1 - 4 Family 26% Multifamily 3% Owner - Occupied CRE 12% Non Owner -
Slide 21: Branch Overlap Detail: Jacksonville MSA
Branch Overlap Detail 21 Source: SNL Financial Distance shown for ACFC Branches within five miles of an ABCB branch Jacksonville MSA 5.20 miles 3.35 miles 2.20 miles 3.35 miles 1.20 miles 1.15 miles 0.25 miles 0.65 miles 3.00 miles 4.65 miles 3.20 miles 3.70 miles ABCB ACFC
Slide 22: Branch Overlap Detail: Georgia
Branch Overlap Detail 22 Georgia 1.70 miles 1.40 miles 0.35 miles 0.40 miles 2.00 miles Source: SNL Financial Distance shown for ACFC Branches within five miles of an ABCB branch ABCB ACFC
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