Slide 1: Trustmark Corporation and Republic Bancshares of Texas Announce Definitive Merger Agreement
April 13, 2006 Trustmark Corporation and Republic Bancshares of Texas, Inc. Announce Definitive Merger Agreement
Slide 2: Forward Looking Statements
Forward Looking Statements Certain statements contained in this presentation are not statements of historical fact and constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include, but are not limited to, s
Slide 3: Company Overview
Company Overview
Slide 4: Company Overview
q Established in November 1998; 4 th largest independent banking franchise headquartered in Houston q Seasoned, long-term Houston commercial bankers with longstanding customer relationships… “a 30 year old bank with an 8 year old charter” q Financial Summary – March 31, 2006 Ø Loans: $475.3 Million
Slide 5: Organizational Structure
Organizational Structure Chairman & President C.P. Bryan years experience EVP & CFO R. John McWhorter years experience CEO Cypress Station Larry W. Parker years experience CEO Northwest Freeway Donald R. Hengst years experience CEO Southeast Wayne W. Webb years experience EVP & CCO L. Eddie Parise y
Slide 6: Houston Franchise
1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 Houston Franchise Republic Bancshares of Texas, Inc.
Slide 7: Branch Franchise
Branch Franchise Champions Cypress Station Pasadena Republic Bancshares of Texas, Inc.
Slide 8: Branch Franchise
Branch Franchise River Oaks Memorial Highway Republic Bancshares of Texas, Inc.
Slide 9: Balance Sheet Mix
Balance Sheet Mix q Loan Composition q Deposit Mix As of December 31, 2005 Republic Bancshares of Texas, Inc.
Slide 10: Strategic Rationale
Strategic Rationale
Slide 11: Strategic Rationale
q Enhances Overall Banking Franchise - Improves demographic and growth prospects, strategically transforms Trustmark’s franchise - Scale of Houston market provides substantial opportunities for long-term, above average growth q Houston Market Provides Significant Growth Opportunities - Fourth larges
Slide 12: Strategic Rationale
q Complimentary Operating and Branch Network Models - Combines Trustmark’s retail expertise with Republic’s small and medium-size business lending capabilities - Provides core customer base upon which to build wealth management and mortgage banking platforms q Manageable Execution Risk - In market a
Slide 13: Deposit Franchise
Note: Deposit data as of June 30, 2005 Data Source: SNL Filnancial Deposit Franchise Strategic Rationale
Slide 14: Transformation Shift – Deposit Franchise
Pro Forma Trustmark Corporation (1) Based on FDIC data as of June 30, 2005. Data Source: SNL Financial Transformation Shift – Deposit Franchise (1) q The acquisition of Republic will increase the percentage of Trustmark’s total deposits in Texas from 2.5% to over 11% Strategic Rationale
Slide 15: Transaction Summary
Transaction Summary
Slide 16: Transaction Summary
q Aggregate Transaction Value: $210 million Ø Stock Component: 3,400,00 shares Ø Cash Component: Approximately $103 million q Form of Consideration: Shareholder election: 51% stock / 49% cash Stock consideration to be based on a fixed exchange ratio with a price of $31.50 per share of Trustmark comm
Slide 17: Transaction Summary: Management and Walkaway Provision
q Management C.P. "Chip" Bryan - Chairman and Chief Executive Officer of Trustmark-Texas: member of the Executive Management Committee and Trustmark National Bank board member Senior banking team to be retained with time- vested stock grants with non-competes Walkaway Provision: Double trigger walka
Slide 18: Transaction Summary: Termination Fee and Closing
q Termination Fee: $7.0 million q Due Diligence: Completed q Expected Closing: Third Quarter 2006 Transaction Summary
Slide 19: Valuation Multiples
Valuation Multiples (1) As of April 11, 2006 (2) Consists of 6 Metro-Texas commercial bank transactions since January 1, 2004 with a deal value greater than $100 million (3) Consists of 29 commercial bank transactions since January 1, 2004 in CA, FL, NV, and TX with a deal value greater than $100 mi
Slide 20: Appendix
Appendix
Slide 21: Historical Performance
Republic Bancshares of Texas, Inc. Historical Performance
Slide 22: Franchise Growth
Loans Deposits Assets Data Source: Company Filings Franchise Growth 2000-2005 CAGR: 24.6% 2000-2005 CAGR: 20.7% - 2005 CAGR: 24.7% Republic Bancshares of Texas, Inc. Historical Performance
Slide 23: Profitability
Net Income ROAA Net Interest Margin ROAE Profitability Data Source: Company Filings - 2005 CAGR: 56.4% Republic Bancshares of Texas, Inc. Historical Performance
Slide 24: Asset Quality
Reserves / Gross Loans NCO’s / Avg. Loans NPA’s / Total Assets NPL’s / Total Loans Asset Quality Data Source: Company Filings Republic Bancshares of Texas, Inc. Historical Performance
Slide 25: Selected Merger and Acquisition Transactions
Selected Merger and Acquisition Transactions
Slide 26: Metro-Texas Commercial Bank Transactions since January 1, 04
Metro-Texas Commercial Bank Transactions since January 1, 2004 Data Source: SNL Financial Selected Merger and Acquisition Transactions Data Source: SNL Financial
Slide 27: Metro-Texas Commercial Bank Transactions since January 1, 04
Metro-Texas Commercial Bank Transactions since January 1, 2004 Data Source: SNL Financial Selected Merger and Acquisition Transactions Data Source: SNL Financial
Slide 28: Commercial Bank Transactions since January 1, 2004 in CA, FL, NV, and TX
Data Source: SNL Financial Commercial Bank Transactions since January 1, 2004 in CA, FL, NV, and TX Selected Merger and Acquisition Transactions
Slide 29: Commercial Bank Transactions since January 1, 2004 in CA, FL, NV, and TX
Commercial Bank Transactions since January 1, 2004 in CA, FL, NV, and TX Data Source: SNL Financial Selected Merger and Acquisition Transactions