Mid Penn Bancorp · NASDAQ:MPB
Mid Penn Bancorp — Merger or Acquisition (June 2021)
17 slides from Mid Penn Bancorp's merger presentation, Jun 30, 2021
Slide 1: Combination of Two Leading Franchises Creating a Premier Community Bank in Pennsylvania
June 30, 2021 Combination of Two Leading Franchises Creating a Premier Community Bank in Pennsylvania 1
Slide 2: Disclaimer
Disclaimer Cautionary Note Regarding Forward‐Looking Statements This presentation contains forward‐looking statements that are intended to be covered by the safe harbor for forward‐looking statements provided by the Private Securities Litigation Reform Act of 1995. Forward‐looking statements are not
Slide 3: Transaction Rationale
Transaction Rationale Creates one of the largest community banks headquartered in Pennsylvania with pro forma assets of ~$4.8 billion and operations reaching many of the states’ most attractive markets Compelling Continues Mid Penn’s successful acquisition strategy – building market share, Combi
Slide 4: Transaction Summary
Transaction Summary RIVE shareholders to receive 0.4833 shares of MPB common stock for each share Exchange Ratio & outstanding Consideration 100% stock consideration Implied per share value of $13.281 Implied aggregate consideration of $124.7M Price to tangible book value of 128% Transacti
Slide 5: Overview of Riverview Financial Corporation
Overview of Riverview Financial Corporation RIVE (23)1 Deposits by MSA: 7% 10% Financial Highlights 27% 8% Market Capitalization $111.3M 23% 25% Loans / Deposits DuBois, PA 81.2% Harrisburg-Carlisle, PA (ex. PPP / HFS) Pottsville, PA Huntingdon, PA Altoona, PA MRQ Cost of Deposits 0.35% MSAs <5% MRQ
Slide 6: Riverview Has a Strong & Complementary Core Deposit Franchise
Riverview Has a Strong & Complementary Core Deposit Franchise Reducing the Cost of Deposits High Level of Core Deposits 2021Q1 Cost of Total Deposits 2021Q1 Non‐Maturity Core Deposits1 MPB 0.46% MPB 84.5% RIVE 0.35% RIVE 78.8% Substantial Noninterest Bearing Deposits 2021Q1 Noninterest Bearing Depos
Slide 7: Strengthening Presence Across Pennsylvania as a Premier Community Bank
Strengthening Presence Across Pennsylvania as a Premier Community Bank Pro Forma Branch Map Top Pennsylvania Headquartered Community Banks2,3 MPB (36) RIVE (23)1 Total Branches Assets 4 Rank Institution Name (#) ($M) 1 First Commonwealth Financial 93 $9,417 2 S&T Bancorp Inc. 70 9,329 3 Univest Fina
Slide 8: Key Financial Assumptions
Key Financial Assumptions Identified cost savings of ~50% of RIVE’s non-interest operating expenses, including Cost Savings & anticipated closures / consolidations of certain overlapping branches One‐Time Transaction Revenue synergies identified but not modeled Expenses ~$16M pre-tax one-time
Slide 9: Cost Synergies Breakdown
Cost Synergies Breakdown Expected Cost Synergies Breakout Significant Branch Overlap and Commentary Overlap RIVE Overlap Radius Offices % of Offices Deposits $14.5M+ of pre-tax cost synergies (fully realized) 1 Mile 6 24% 24% 3 Miles 9 36% 31% Cost savings primarily focused on 5 Miles 13 52% 49%
Slide 10: Pro Forma Summary Financial Impact
Pro Forma Summary Financial Impact Strong Pro Forma Pennsylvania Franchise ~$4.8B ~$440M ~$294M Tangible Assets1 Market Cap2 Common Equity1 Attractive Returns to MPB ~25%+ ~6.8% 2.004 ‐ 2.255 Long‐Term EPS TBV Year Accretion Dilution3 Earnback Robust Capital Position Enhancing Profitability ~11%+ ~1
Slide 11: Robust Due Diligence Process
Robust Due Diligence Process Extensive Assessment of Benefits, Risks and Opportunities Diligence Focus Areas Diligence Snapshot Credit Diligence Approach • Hired external loan review firm to assist in credit review Credit & Underwriting Loan & Deposit Operations • Reviewed risk framework, credit pol
Slide 12: Strong Credit Culture & Enhanced Reserves
Strong Credit Culture & Enhanced Reserves Credit Mark Assigned to RIVE Portfolio Both entities have a demonstrated long‐term track record of strong credit Gross Credit Mark ($M) $12.1 performance Credit Mark / Loans (ex. PPP/HFS) 1.38% Both entities have a below average level of NPLs and have we
Slide 13: Driving Long-Term Growth & Shareholder Value
Driving Long‐Term Growth & Shareholder Value Total Assets ($B) $4.8 $3.4 $3.0 $2.1 $2.2 $1.0 $1.2 $0.8 $0.9 $0.6 $0.6 $0.7 $0.7 $0.7 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021Q1 Pro Forma 2009 2015 2018 2018 2021 Rory Ritrievi Acquired Assets: Acquired Assets: Acquired Assets:
Slide 14: Acquisition Helps Accomplish Our Strategic Goals
Acquisition Helps Accomplish Our Strategic Goals Transaction Benefits Core Loan Production • Additional high quality commercial lenders • New group of “PPP” customers to convert into new commercial relationships Southeast PA Market Development • Establishes our first location in the Lehigh Valley •
Slide 15: Appendix
MID PENN BANCORP. Appendix
Slide 16: Historical Acquisition Summary
Historical Acquisition Summary History of Solid Growth and Successful Integration 1 First Priority Financial Corp. (2018) Transaction Value: $80M Total Assets: $610M Number of Branches: 8 2 The Scottdale Bank & Trust Company (2018) Transaction Value: $68M Total Assets: $262M Number of Br
Slide 17: Diversified Loan & Deposit Portfolios
Diversified Loan & Deposit Portfolios MRQ MPB MRQ RIVE MRQ Pro Forma Other Other Other Consumer 6.1% 1-4 Family Consumer 6.9% 1-4 Family Consumer 6.3% 1-4 Family 0.2% 16.7% 0.5% 17.7% 0.3% 17.0% Loan Composition Multifamily PPP PPP Multifamily PPP 3.0% 19.6% Multifamily 21.4% 3.7% 22.1% 5.3% $2.6B $