Prosperity Bancshares, Inc. · NYSE:PB
Prosperity Bancshares — Merger or Acquisition (July 2006)
20 slides from Prosperity Bancshares's merger presentation, Jul 21, 2006
Slide 1: Acquisition of Texas United Bancshares, Inc.
Exhibit 99.1 Exhibit Acquisition July 20,99.1 2006of
Slide 2: Forward-Looking Statements
“Safe under The and materially effectiveness Exchange Copies aIn statement/prospectus WE WITHIN 2 Registration connection its statements URGE Harbor” the subsidiaries. of THE Private Prosperity Commission. from INVESTORS of with Statement Statement REGISTRATION contained those spending, Securities t
Slide 3: Important Information About the Transaction
“Safe under RELEVANT CONTAIN Investors the Bank of Participants Prosperity, shareholders Annual for 3 charge Texas SEC’s Plaza, Harbor” the Meeting and United’s by Private website Texas IMPORTANT in 4295 directing and DOCUMENTS security Statement theof Texas Securities United San Prosperity at 2006
Slide 4: Strategic and financial benefits of the acquisition
•Strengthens 4 Accretive Creates a market Increases Relatively Solidifies Provides company market to Prosperity’s neutral theGAAP Franchise entry capitalization towith and tangible to footprint cash more FortEPS book Worth than to inapproximately within Dallas value $6.0 andbillion the 12 andmonths
Slide 5: Strengthens franchise and lowers execution risk
Strengthens •– 5 Gives Combined Pricing Low #3 position execution Prosperity of the the franchise oftransaction Franchise “brick risk the will #11 anddeposit have is mortar” consistent 131market branches banking with share centers other among in Texas bank independent in Texas deals in metropolitan
Slide 6: Summary of the Acquisition
Acquisition Acquirer: Acquiree: Price Aggregate Consideration: Exchange Termination Collar: Otherwise, In Management Due (1) 6 the Assuming Diligence: Per event InShare: Prosperity the Texas Ratio: Value: TXUI Summary that Fee: Retention: event PRSP 100% Completed $32.84 PRSP’s United 1.0000 $15.0 $
Slide 7: Transaction Highlights
Transaction Anticipated Operational Pre-tax Acquisition Book Tangible LTM 2006 2007 Deposit Assets: (1) 7 Assuming First EPS Value Cost 19.6% Premium: Book ($1.44): Call Closing: Price ($15.84 Highlights Integration: Savings: PRSP Value EPSto:(1) 21.7% 22.8 closing ($1.49): ($1.68): share): First ($
Slide 8: Comparable Texas General Bank Transactions
Comparable Texas General Price/ Deal Annc. Buyer metropolitan Information Price/ LTM Value Name Bancshares, Prosperity Transactions Price/ Est. EPS Inc. bank EPS Seller Transaction Core Price/ Name Texas 1transactions Tang. BookDay United 1 Values Deposit Book City Date with Month Mkt. Prem. &Prem.
Slide 9: Pro Forma Banking Center Network
Pro Forma Banking Center Network # of Prosperity Bancshares Inc. Branches Texas United Bancshares, Inc. 88 State Bank GNB Financial NA 25 Gateway National Bank 7 Northwest Bank 6 Total Texas United Branches 5 9 43
Slide 10: Pro Forma Banking Center Network Map
Pro Forma Banking Prosperity Texas GNB Gateway Northwest 10 Financial United Center National Bancshares Bank Dallas/Fort Bancshares, NA Network BankInc. Worth Inc.
Slide 11: Dallas/Fort Worth Market
The •– Source: 11A The Fort New DFW Service Tarrant metropolitan Dallas/Fort DFW Worth residents airport related County SNLMetroplex is Financial is Texas’ Worth and businesses region the willbusinesses busiest lead third has Market of and 5.9 the largest and airport North million region’s second ar
Slide 12: Houston Market
•The Source: A Houston Harris Port Home Largest Energy Sugar 12 metropolitan Greater ofLand to of County Houston Capital medical SNL is 24 NASA’s Houston the (Southwestern FORTUNE Financial is 4th region ofcontributes center Texas’ Johnson the largest Market World of and inlargest 500 5.4 the city S
Slide 13: Other Markets: Austin and College Station
Other – •The Source: 13 A Austin The Current Home College Median Inmetropolitan 14th First 12th 11th Austin Bryan the region Significant on in MSA Top to SNL ranked has the population household Station Money’s the // College been 60 is Round and Nation Smaller Financial, fourth among of #2 region Fi
Slide 14: Other Markets: Corpus Christi and Victoria
Other The •– Source: 14A Vast Known Located 8th 7th Major Corpus Top #31 8th 4th cultural, Victoria Corpus Largest most in for 20 Significant sea industries SNL nation Christi Best as Best just channels favorable the Christi historic Market City Port Financial, 1.5-2 Places Performing for South has
Slide 15: Texas Deposit Market Share Analysis
Texas Deposit Market Share Analysis Total Total Deposits Market Rank Branch in Market Share 1 Institution Count ($000) (%) 2 JPMorgan Chase & Co. (NY) 418 66,978,768 21.41 3 Bank of America Corp. (NC) 489 40,556,362 12.96 4 Wells Fargo & Co. (CA) 555 24,772,067 7.92 5 Cullen/Frost Bankers Inc. (TX)
Slide 16: One of a Few Independent Texas Banks with a Significant Footprint
Rank20 One Top of aindependent Few with aTexas Significant banksFootprint and thrifts ranked by number of Brick and Mortar branches 1. Company Branches 2. International Bancshares Corporation 163 Guaranty Bank 139 3. Pro Forma PRSP 131 4. Cullen/Frost Bankers, Inc. 103 5. Prosperity Bancshares, Inc.
Slide 17: Deposit Composition
Interest Pro Prosperity 6/30/06 Non-interest CDs MMA Forma &&IRAs Savings Bearing Bancshares, Deposit bearing >$ 100,000 <$ 25.6% DDA Composition DDA Inc. 18.0% 17.0% 16.4% 23.1% Non-interest bearing DDA Amount % total of Interst Bearing DDA $ 839,317 23.1% MMA & Savings 655,081 18.0 CD’s & IRA’s<10
Slide 18: Loan Portfolio
Pro Family Prosperity Agriculture 6/30/06 Home Consumer 1-4 Commercial Construction Forma Equity Bancshares, 3.2% Loan Residential 3.0% R.E. 14.5% 18.0% 2.9% Portfolio 41.4%Inc. 17.0% Commercial R.E. Amount % total of Commercial $ 912,773 41.4% Construction 319,011 14.5 1-4 Family Residential 396,24
Slide 19: Contact Information
Contact Corporate Prosperity 281.269.7199 Investor Chairman Dan President David 19 Rollins Zalman Hollaway Information Contacts & & Headquarters Bank Chief Chief Telephone Plaza Chief Operating Executive 4295 Financial 281.269-7222 San Officer Officer Felipe Officer 281.269.7199 979.543.2200 Houston
Slide 20: TXUI Acquisition Presentation – 7/20/06
TXUI Acquisition Presentation – 7/20/06
Prosperity Bancshares — Merger or Acquisition (July 2006) on 6ix