Mid Penn Bancorp · NASDAQ:MPB
Mid Penn Bancorp — IPO Roadshow (November 2024)
27 slides from Mid Penn Bancorp's IPO roadshow presentation, Nov 1, 2024
Slide 1: Strategic Acquisition of William Penn Bancorporation + Opportunistic Follow-on Offering
Strategic Acquisition of William Penn Bancorporation + Opportunistic Follow-on Offering November 1, 2024
Slide 2: Cautionary Note Regarding Forward-Looking Statements
Disclaimer Cautionary Note Regarding Forward-Looking Statements Statements included in this presentation which are not historical in nature or do not relate to current facts are intended to be, and are hereby identified as, forward-looking statements for purposes of the safe harbor provided by Secti
Slide 3: No Offer or Solicitation; Non-GAAP Financial Measures
DisclaimerNo Offer or SolicitationThis presentation is neither an offer to sell nor a solicitation of an offer to purchase any securities of the Company or William Penn. There will be no sale of securities in any jurisdiction in which such an offer, solicitation or sale would be unlawful prior to re
Slide 4: Overview of the Transactions
Overview of the Transactions Strategic Acquisition of William Penn • All-stock combination • Aggregate deal value of $127 million(1) ($119 million post-ESOP loan pay-down) • Combined assets of $6.3 billion – MPB: $5.5 billion assets at 9/30/2024 – WMPN: $812 million assets at 9/30/2024 • Materially
Slide 5: I. Strategic Acquisition of William Penn
I. Strategic Acquisition of William Penn
Slide 6: Overview of William Penn Bancorporation
6 Noninterest-bearing Deposits 10% IB Checking 21% Money Market 28% Savings 13% Time Deposits 28% Residential RE 35% CRE 56% C&I & Commercial 3% Construction 5% Pennsylvania $4,669 91% New Jersey $474 9% Overview of William Penn Bancorporation (NASDAQ: WMPN) Source: S&P Global Market Intelligence; F
Slide 7: Overview of William Penn Bancorporation (continued)
7 $53 $195 $108 $100 WMPN All Banks in the Greater Philly Market All Banks in the Greater Philly Market Ex. Top 5 Market ShareMPB Overall Franchise Pre-WMPN $105,774 $84,038 $92,531 $99,605 $74,466 $75,874 Bucks, PA Camden, NJ Mercer, NJ Burlington, NJ State of Pennsylvania Overall U.S. Overall 0.02
Slide 8: Transaction Terms & Financial Impact
Transaction Terms & Financial Impact • Mid Penn will acquire 100% of William Penn outstanding common stock Transaction • 100% stock consideration Structure & Terms • Fixed exchange ratio of 0.4260x MPB shares for each WMPN share • Outstanding WMPN options to be converted into MPB options • Mid Penn
Slide 9: Highly Attractive Transaction Economics
Highly Attractive Transaction Economics Deal Value (1) loan pay- • Aggregate deal value of $127 million | Deal value of $119 million, inclusive of ESOP down & Key Pro Forma Financial Impacts • Price / TBV: 1.02x | 84% Pay-to-Trade ratio Transaction • Price / Fully Synergized 2026E EPS: 5.0x(2) Multi
Slide 10: Accretive to All Key Performance Ratios: Capital, Liquidity & Profitability
Accretive to All Key Performance Ratios: Capital, Liquidity & Profitability Figures shown below do not include impact of the $70 million capital raise Total Assets TCE / TA CET 1 Ratio(1) CRE Concentration Ratio(1) $ in billions ~+40ps (14%) 10.4% 10.8% 384% 8.4% 8.6% $6.5 $5.7 370% MPB Pro Forma MP
Slide 11: Comprehensive Due Diligence and M&A Experience
11 Utilized MPB’s historical M&A experience and diligence team consisting of over 20 team members In-person and virtual diligence meetings conducted between both companies across all focus areas Comprehensive Loan Review Analysis Engaged third party advisors to assist in credit loan review Reviewed
Slide 12: II. Capital Raise
LIVES MID PENN BANCORP. Il. Capital Raise
Slide 13: Transaction Term Sheet
Transaction Term Sheet Overallotment Issuer Mid Penn Bancorp, Inc. 15% Option To support our continued growth, including NASDAQ investments in our bank subsidiary to support MPB Use of Proceeds organic growth, potential redemption of Symbol subordinated debt, future strategic transactions, and gener
Slide 14: Strategic Capital Raise Will Fully Unlock Organic Growth Potential
Strategic Capital Raise Will Fully Unlock Organic Growth Potential This $70 million capital raise is primarily intended to support organic growth opportunities Historically, Mid Penn has demonstrated the ability to organically grow loans and deposits at a double-digit pace while executing an opportu
Slide 15: Demonstrated Track Record of Organic Growth
15 $0.7 $0.8 $0.9 $0.9 $1.1 $1.6 $2.1 $1.9 $2.1 $2.5 $0.1 $0.1 $0.1 $0.8 $0.8 $0.8 $1.9 $1.9 $2.2 $2.2 $0.6 $0.8 $0.9 $1.0 $1.7 $1.9 $2.5 $4.0 $3.8 $4.3 $4.7 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 Q3 2024 Organic Deposits Acquired Deposits $0.6 $0.7 $0.8 $0.9 $1.1 $1.7 $1.6 $2.0 $2.4 $2.6
Slide 16: MPB Demonstrated Success In Growth Markets
16 Announcement Date 1/16/2018 6/30/2021 12/20/2022 — Close Date 7/31/2018 11/30/2021 5/19/2023 — Assets Acquired ($M) $612 $1,215 $382 $812 Key Impacts @ Announcement EPS Accretion 19% 25% 9% 14% TBV Dilution (7%) (7%) (4%) (5%) TBV Earnback (yrs.) 2.8 2.3 2.7 2.4 Source: S&P Global Market Intellig
Slide 17: Significant Opportunity to Grow in Southeastern Pennsylvania Region
17 Significant Opportunity to Grow in Highly Desirable Southeastern Pennsylvania Region Source: S&P Global Market Intelligence, FDIC. Note: FDIC deposit data as of June 30, 2024. (1) Last reported assets between $1-$20 billion and with deposits in the Philadelphia MSA since 2014; list is ranked by l
Slide 18: Contemplated Strategic Actions Will Substantially Bolster Capital Ratios
Contemplated Strategic Actions Will Substantially Bolster Capital Ratios Tangible Common Equity / Tangible Assets(1) Common Equity Tier 1 Ratio Completed $65M Leverage of Preparing for Future Completed $65M Leverage of Preparing for Future Follow-On in Q2 2021 Equity Capital Growth Opportunity Follo
Slide 19: Compelling Value Creation Opportunity
Compelling Value Creation Opportunity $4-$10B Asset Size Banks(2) Median 75th Percentile ne @ ose Key Balance Sheet Metrics: 9/30/24 + $70M Raise (1) Total Assets ($B) $5.5 $6.5 $6.4 $8.0 Loans / Deposits 94% 92% 92% 84% Capital Ratios (BHC): TCE / TA 8.1% 9.7% 8.6% 9.5% Leverage Ratio 8.4% 9.9% 10.
Slide 20: Conclusion
Conclusion William Penn strategic acquisition materially enhances our presence in one of the best markets in the United States Triple accretive acquisition: Increases EPS, increases capital ratios, and lowers CRE concentration & loan/deposit levels Mid Penn has a proven organic growth platform and h
Slide 21: III. Appendix
LIVES MID PENN BANCORP. Ill. Appendix
Slide 22: MPB Financial Summary
22 For Fiscal Peiods Ended Q3 2023 FY 2023A Q1 2024 Q2 2024 Q3 2024 Unaudited Audited Unaudited Balance Sheet ($M) Total Assets $5,215 $5,291 $5,330 $5,392 $5,527 Total Gross Loans(1) 4,150 4,257 4,322 4,373 4,440 Deposits 4,380 4,346 4,379 4,497 4,707 Tang. Common Equity(2) 395 409 418 427 438 Tang
Slide 23: MPB: Diversified & Granular Commercial Loan Portfolio
23 MPB: Nicely Diversified & Granular Commercial Loan Portfolio Source: Company Documents, S&P Global Market Intelligence. (1) Excludes owner occupied commercial real estate and farmland loans. Bank holding company data as of June 30, 2024 used. Deeper Dive into the Commercial Loan Portfolio Nonowne
Slide 24: Pro Forma Loan & Deposit Composition
24 Pro Forma Loan & Deposit Composition Source: S&P Global Market Intelligence. Note: Loan and deposit data based upon 6/30/2024 GAAP filings. Loan Composition Deposit Composition 2024Q2 Yield: 6.11% 2024Q2 Yield: 5.44% 2024Q2 Yield: 6.04% 2024Q2 Cost: 2.56% NIB: 17.0% 2024Q2 Cost: 2.13% NIB: 10.3%
Slide 25: Non-GAAP Reconciliation
Non-GAAP Reconciliation $ in thousands, except per share For the Quarter Ended 9/30/2024 Mid Penn William Penn Bancorp, Inc. Bancorporation Tangible Assets Total Assets (GAAP) $5,527,025 $812,229 Less: Goodwill 128,160 4,858 Less: Core Deposits and Other Intangibles 6,713 323 Tangible Assets (Non-GA
Slide 26: Pro Forma Net Income and EPS Reconciliation
Pro Forma Net Income and EPS Reconciliation $ in millions, except per share Earnings per Share Goodwill Reconciliation 2026 Estimated Pro 2026 Estimated Pro Standalone William Penn Tangible Common Equity at Closing $122 Forma Excluding Forma Including Less: After-Tax WMPN Deal Expenses ($2) Capital
Slide 27: Tangible Book Value Dilution Reconciliation
Tangible Book Value Dilution Reconciliation $ in millions, except per share Estimated Pro Estimated Pro Forma Excluding Forma Including Capital Raise Capital Raise(1) Mid Penn Bancorp, Inc. Tangible Common Equity at Close $466 $466 Mid Penn Bancorp, Inc. Tangible Book Value per Share at Close $28.05