German American Bancorp, Inc. · NASDAQ:GABC
German American Bancorp — Merger or Acquisition (July 2024)
17 slides from German American Bancorp's merger presentation, Jul 29, 2024
Slide 1: Merger with Heartland: The Strength of Together
1 Merger with July 29, 2024 Together THE STRENGTH OF
Slide 2: Cautionary Note Regarding Forward Looking Statements
THE STRENGTH OF Together Cautionary Note Regarding Forward Looking Statements 2 This presentation contains forward - looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, Sec tion 27A of the Securities Act of 1933, as amended, and Section 21E of the Securitie
Slide 3: Additional Information and Where to Find It
THE STRENGTH OF Together Additional Information and Where to Find It 3 The information contained herein does not constitute an offer to sell or the solicitation of an offer to buy any securities o r a solicitation of any proxy vote or approval, nor shall there be any sale of securities in any jurisd
Slide 4: Review of Our Recent Strategic Transactions
THE STRENGTH OF Together Review of Our Recent Strategic Transactions Strategically Compelling and Financially Attractive 4 German American Insurance (GAI) Asset Sale Merger With Securities Portfolio Repositioning Combined Pro Forma Impact x M onetized at attractive pricing in an all cash deal for $4
Slide 5: Heartland Merger Highlights
THE STRENGTH OF Together Heartland Merger Highlights Unlocking Opportunity in Midwest Growth Markets x Enhances scale (over $8B in combined assets) and d iversifies footprint into two of the most attractive growth markets in the Midwest x GABC’s deposit strength and combined scale will accelerate fu
Slide 6: Heartland BancCorp: A High Performing Ohio Banking Franchise
THE STRENGTH OF Together C&I 10% CRE - OO 15% Non - OO CRE 22% 1 - 4 Fam. 34% Multi. 5% CLD 7% Consumer 1% Other 6% Heartland BancCorp (OTCQX:HLAN) A High Performing Ohio Banking Franchise Key Franchise & Financial Highlights Loan & Deposit Composition 1 $1.6B $ 1.6B Source: S&P Capital IQ Pro and C
Slide 7: Transaction terms: consideration, multiples, management and approvals
THE STRENGTH OF Together • Agreements in place for retention of key HLAN talent • Two (2) holding company and bank boards of director seats upon closing – G. Scott McComb, HLAN Chairman, President & CEO, will stay with the pro forma company as a board member – Ronnie Stokes, current HLAN director, i
Slide 8: Key Merger Model Assumptions
THE STRENGTH OF Together Key Merger Model Assumptions Earnings Projections based on Wall Street consensus net income estimates Cost Savings/ Synergies Cost saves equal to 30% of HLAN’s noninterest expense ( 75% phased in 2025; 100% in years thereafter) Revenue synergies identified but not modeled Me
Slide 9: Merger with Heartland: TBVPS Impact, Capital, Earnback
THE STRENGTH OF Together 9 Model Approach TBVPS Impact Closing Capital Position TBV Crossover Earnback 2 Merger with Heartland Only 14.5% Dilutive to TBVPS at Closing After GAI sale and securities repositioning Merger impact modeled as last transaction completed, with relative impact compared to TBV
Slide 10: Combined Transactions Drive Peer Leading Returns
THE STRENGTH OF Together 21% 14% 5% PF GABC 1.4% 1.4% 1.2% 0.5% PF GABC Combined Transactions Drive Peer Leading Returns Source: S&P Capital IQ Pro and FactSet. 1 Peers defined as major exchange traded banks headquarted in the Midwest with $4B - $10B in total assets. 2 Includes sale of GAI and secur
Slide 11: Appendix
THE STRENGTH OF Together Appendix 11
Slide 12: Demographically Accretive with Entry Into Attractive Columbus Market
THE STRENGTH OF Together Demographically Accretive with Entry Into Attractive Columbus Market Source: S&P Capital IQ Pro, The Columbus Region, Census.gov, Bureau of Economic Analysis and Intel. 1 GABC data weighted by MSA deposits + Counties not in any MSA as compiled by S&P Capital IQ Pro. Midwest
Slide 13: Pro Forma Bank-Level Deposit Composition
THE STRENGTH OF Together Pro Forma Bank - Level Deposit Composition Noninterest - Bearing 27% Interest - Bearing 57% Retail Time 11% Jumbo Time 5% $5.4B $1.6B Noninterest - Bearing 27% Interest - Bearing 53% Retail Time 15% Jumbo Time 5% $7.0B Q2 '24 Cost of Total Deposits: 1.76% Q2 '24 Cost of Tota
Slide 14: Pro Forma Bank-Level Loan Composition
THE STRENGTH OF Together C&I 12% CRE - OO 14% Non - OO CRE 20% 1 - 4 Fam. 27% Multi. 7% CLD 8% Consumer 1% Other 11% C&I 10% CRE - OO 15% Non - OO CRE 22% 1 - 4 Fam. 34% Multi. 5% CLD 7% Consumer 1% Other 6% C&I 13% CRE - OO 13% Non - OO CRE 19% 1 - 4 Fam. 24% Multi. 8% CLD 9% Consumer 1% Other 13%
Slide 15: Comprehensive Diligence and Loan Review Process
THE STRENGTH OF Together 15 Comprehensive Diligence and Loan Review Process Diligence Overview x Completed a coordinated, multi - month comprehensive due diligence review leveraging GABC’s historical M&A experience x In - person and virtual meetings conducted between both companies across all dilige
Slide 16: Net Income Reconciliation: Meaningful EPS Accretion and Enhanced Returns
THE STRENGTH OF Together $82 $5 $20 $13 $12 $5 $77 $122 GABC Consensus (inc. GAI Sale) Securities Repositioning GABC Adjusted for Securities Repositioning HLAN Consensus Fair Value Mark Accretion Fully Phased Cost Savings Other Pro Forma Earnings Run Rate Net Income Reconciliation: Meaningful EPS Ac
Slide 17: Tangible Book Value Dilution Reconciliation
THE STRENGTH OF Together Tangible Book Value Dilution Reconciliation 17 Goodwill & Other Intangible Asset Recognition $ millions Aggregate merger consideration 330 Standalone HLAN tangible book value at close 161 (-) Net Impact of fair value adjustments (62) Adjusted tangible book value at closing $
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