Independent Bank Corporation · NASDAQ:IBCP
Independent Bank — Merger or Acquisition (December 2017)
15 slides from Independent Bank's merger presentation, Dec 5, 2017
Slide 1: Filed by Independent Bank Corporation under Rule 425
Filed by Independent Bank CorporationCommission File Number: 0-7818Pursuant to Rule 425 under the Securities Act of 1933Subject Company: TCSB Bancorp, Inc.
Slide 2: Additional Information about the Transaction
2 Additional Information about the Transaction Independent Bank Corporation (IBC) intends to file a registration statement on Form S-4 with the Securities and Exchange Commission (SEC), which will include a prospectus relating to the IBC shares to be issued in the transaction, a proxy statement for
Slide 3: Cautionary Note Regarding Forward-Looking Statements
3 Cautionary Note Regarding Forward-Looking Statements This presentation may contain “forward-looking statements” within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Any statements about our expectations, beliefs, plans, strategies, predictions, forecasts, objectives or
Slide 4: Agenda
4 Agenda Formal RemarksBrad Kessel, President and Chief Executive Officer, Independent Bank CorporationRob Shuster, Executive Vice President and Chief Financial Officer, Independent Bank CorporationConnie Deneweth, Chief Executive Officer, TCSB Bancorp, Inc.Ann Bollinger, President and Chief Financi
Slide 5: Transaction overview
5 Transaction overview Independent Bank Corporation (“IBCP”) will acquire TCSB Bancorp, Inc. (“TCSB”), the bank holding company for Traverse City State Bank, a community bank based in Traverse City, Michigan Pricing metrics, deal structure and conservative modeling assumptions reflect IBCP’s discipl
Slide 6: TCSB Profile
6 TCSB PROFILE FinancialStrength&Stability ● Consistent and strong underlying core profitability - PTPP ~1.50% to 1.60% ● Appropriately leveraged - Bank Tier 1 ~9.8% and Consolidated Tier 1 ratio ~9.0% ● NPAs to assets ~0.50% at 9/30/17; NCOs ~ 0.30% annually since 2013 AttractiveBalanceSheet ● Comm
Slide 7: Traverse City, Michigan
7 Traverse City, michigan #1………..Greatest Midwest town (Midwest Living Magazine – 2016)#1 ……….Financially strong and resilient towns (Strong Towns – 2017)#2 ……….Best places to start a business in Michigan (Nerdwallet – 2015)#2 ……….Michigan’s wealthiest communities based on median household income (M
Slide 8: Pro Forma Branch Map
8 Pro Forma Branch Map Note: Independent Bank has LPOs in Columbus and Fairlawn, Ohio (not shown on map) Independent Bank and Traverse City State Bank Locations TCSB Bancorp, Inc. Independent Bank Corp. (Full-Service Offices) Independent Bank Corp. (LPOs) Traverse City MSA DemographicsTotal populati
Slide 9: Loan Mix
9 LOAN MIX Independent Bank / Traverse City State Bank Balance % of Balance % of Balance % of ($000) Total ($000) Total Combined Banks ($000) Total Construction $15,383 5.5% Construction $127,890 6.4% Construction $143,273 6.3% Farm Loans $1,911 0.7% Farm Loans $770 0.0% Farm Loans $2,681 0.1% 1-4 F
Slide 10: Deposit Mix
10 DEPOSIT MIX Independent Bank / Traverse City State Bank Note: Jumbo Time Deposits have balances > $250K
Slide 11: Strategic rationale
Strategic rationale 11 Excellent Strategic FitNatural geographic extension of community bank footprintComplementary fit with Independent Bank mortgage banking LPO in Traverse CityGain operating efficiency with return of mortgage loan servicing for others ($332 million) to in-house operationSimilar C
Slide 12: Transaction Overview / Key Assumptions
12 Transaction Overview / Key Assumptions Independent Bank Corporation to acquire TCSB Bancorp, Inc. Transaction Value ● $63.24 million, including value to common stockholders and in-the-money options● Based on IBCP 15-day volume weighted average price of $22.4438 on December 1, 2017● TCSB outstandi
Slide 13: Transaction Multiples / Pro Forma Impact
Transaction Multiples / Pro Forma Impact 13 Independent Bank Corporation to acquire TCSB Bancorp, Inc. December 1, 2017($63.24 million deal value) Price/TBV (9/30/2017) (1) 206.4% Price/LTM Earnings (9/30/2017) (2) 25.3 Price/Pro Forma Year 1 Earnings (3) 11.5 Expected Year 1 EPS Accretion 3.8% Expe
Slide 14: Summary observations
14 Summary observations Independent Bank Corporation to acquire TCSB Bancorp, Inc. Solid bank in strong market with excellent people - a “winning” formulaSimilar community bank model, including management continuity, deep market knowledge and strong customer relationshipsAttractive balance sheet:96%
Slide 15: Q&A and Closing Remarks
15 Q&A and Closing Remarks Question and Answer SessionClosing RemarksThank you for attending !NASDAQ: IBCP
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