LegacyTexas Financial Group Inc

LegacyTexas Financial — Merger or Acquisition (June 2019)

13 slides from LegacyTexas Financial's merger presentation, Jun 17, 2019

  1. Slide 1: Important Information: Cautionary Notes on Forward-Looking Statements

    Important Information Cautionary Notes on Forward-Looking Statements This communication contains statements which, to the extent they are not statements of historical fact, constitute “forward-looking statements” within the meaning of the federal securities laws, including Section 27A of the Securit

  2. Slide 2: Merger Creates Significant Strategic and Financial Value

    Merger Creates Significant Strategic and Financial Value • Creates second largest Texas-headquartered bank by deposits, with $22.4 billion of deposits in Texas(1) • Pro forma assets of $31.7 billion(2) Pro forma ROAA in the top quartile among U.S. banks $20 - $50 billion in assets for the most recen

  3. Slide 3: Stronger Combined Franchise

    Stronger Combined Franchise Largest Texas-Headquartered Bank by Deposits(5) Loans / Deposits Commercial Real Estate $31.7B 71% 2nd 36% Total Assets (2) Largest Texas-Headquartered Bank in Dallas / Fort Worth MSA by Deposits (5) Core Deposits(3) Consumer Real Estate $18.5B ~92% 2nd 22% Gross Loans Of

  4. Slide 4: Summary of Transaction

    Summary of Transaction • • 0.5280 shares of Prosperity and $6.28 cash for each LegacyTexas share Results in ~85% stock / ~15% cash • • $41.78 per share ~$2.1 billion in aggregate consideration • • • 9.3% premium to LegacyTexas’ closing price(2) 12.1x 2020E Consensus EPS(3) 2.16x TBV(4) • ~73% Prospe

  5. Slide 5: Overview of the LegacyTexas Franchise

    Overview of the LegacyTexas Franchise LegacyTexas Branch Network Financial Highlights as of or for the Quarter ended, Company Overview • Founded in 1952, LegacyTexas is a commercially-oriented bank holding company headquartered in Plano, TX • The company is the result of a merger in 2015 between two

  6. Slide 6: Creating One of the Largest Texas-Headquartered Banks

    Creating One of the Largest Texas-Headquartered Banks Pro Forma Branch Footprint Pro Forma Deposit Market Share Summary - Texas Market Share (%) No. of Branches Deposits ($ millions) Rank Institution (State) 1 2 3 4 5 JPMorga n Cha s e & Co. (NY) Ba nk of Ameri ca Corpora ti on (NC) Wel l s Fa rgo &

  7. Slide 7: Expands Presence in Strategically Key Markets

    Expands Presence in Strategically Key Markets Dallas / Fort Worth Market Highlights Collin County is a Solid Foundation for the Future • • Significant population growth supported by employment opportunities • The Dallas / Fort Worth population is expected to grow 7.7% from 2019 to 2024 The Dallas /

  8. Slide 8: Attractive Loan and Deposit Mix

    Attractive Loan and Deposit Mix Loans: Agriculture Mortgage Warehouse 4% 6% Consumer and other 2% CRE 36% Consumer and other 3% Consumer and other Mortgage Warehouse 13% Agriculture 7% 1% CRE 34% C&D 3% CRE 39% C&D 11% C&D 16% $10.4B Yield: 5.08% $8.1B Yield: 5.38% $18.5B Yield: 5.21% C&I 19% C&I 26

  9. Slide 9: Key Merger Assumptions

    Key Merger Assumptions • • Prosperity 2020 consensus estimate of $5.05 per share(1) LegacyTexas 2020 consensus estimate of $3.44 per share(1) • • Cost savings of 25% of LegacyTexas’ non-interest expense base (with 50% phase-in during 2020 and 100% thereafter) No revenue synergies modeled • 2.0% core

  10. Slide 10: Transaction Multiples and Financial Impact

    Transaction Multiples and Financial Impact Illustrative Source: S&P Global Market Intelligence (1) (2) (3) (4) (5) Based on LegacyTexas’ closing price of $38.22 on June 14, 2019 Based on LegacyTexas’ tangible book value per share of $19.35 for the quarter ending March 31, 2019 Includes major-exchang

  11. Slide 11: Prosperity Bancshares, Inc. Total Shareholder Return

    Prosperity Bancshares, Inc. Total Shareholder Return Total shareholder return driven by our organic growth and successful M&A strategy. Prosperity has completed 27 M&A transactions since 2000. Commercial Bancshares, Inc. Liberty Bank The Bank Arlington 11 1 21 2 3 4 5 6 +1,028% 7 8 9 10 7 10 11 13 2

  12. Slide 12: Transaction Rationale

    Transaction Rationale 13 Attractive Financial Benefits for Shareholders Efficient Use of Excess Capital While Remaining Well-Positioned for Future Growth Deepens Management Bench and Talent Throughout the Company Complementary Business Models Creates a Leading Bank, with Profitability in the Top Qua

  13. Slide 13: Transaction Rationale

    Transaction Rationale v adds Scale in the Dallas / Fort Worth Market Vi ots a Leading Bank, with Profitability in the Top Quartile of U.S. Regional Banks V ceaelewieitians Business Models V vsspans Management Bench and Talent Throughout the Company V éfficient Use of Excess Capital While Remaining W

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