Old Line Bancshares — Merger or Acquisition (September 2017)
19 slides from Old Line Bancshares's merger presentation, Sep 27, 2017
Slide 1: Old Line Bancshares Announces the Acquisition of Bay Bancorp
OLD LINE BANCSHARES Announces the Acquisition of g Bay Bancorp Investor Presentation a. < - September 27, 2017 = 7 ~
Slide 2: Caution Regarding Forward Looking Statements
Caution Regarding Forward Looking Statements This investor presentation contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 regarding Old Line Bancshares, Inc.’s ("Old Line” or “OLBK") and Bay Bancorp, Inc.'s (“Bay Bancorp” or “BYBK”) expe
Slide 3: Additional Information
Additional Information Investors are urged to review carefully and consider all public filings by OLBK and BYBK with the SEC, including but not limited to their Annual Reports on Form 10-K, their proxy statements, their Quarterly Reports on Form 10-Q, and their Current Reports on Form 8-K. The docum
Slide 4: Transaction Terms
Transaction Terms Transaction Consideration Purchase Price Aggregate Consideration Collar & Exchange Ratio Announcement Metrics Approvals & Close (1) See appendix for additional detail Source: SNL Financial OLBK acquires 100% of BYBK’s outstanding common stock in a negotiated transaction 100% of the
Slide 5: Company Overviews
Company Overviews OLD LINE BANCSHARES fy Bay Bancorp Headquarters: 1525 Pointer Ridge Place Headquarters: 7151 Columbia Gateway Bowie, MD 20716 Drive, Suite A Columbia, MD 21046 Executive Management: Jim W. Cornelsen — Executive Management: Joe J. Thomas - President President & CEO &CEO Assets") ($0
Slide 6: Transaction Rationale
Transaction Rationale Be. Strategic Rationale Financially Attractive Well-Positioned Pro Forma Franchise Creates a $2.8 billion Mid-Atlantic bank enhancing its franchise along the Baltimore- Washington corridor Improving financial performance driven by a diversified, high yielding loan portfolio wit
Slide 7: Transaction Assumptions
Transaction Assumptions Estimated Cost Savings Transaction Expenses Loan Mark OREO Mark Core Deposit Intangible $9.6 million pre-tax savings 45% of estimated noninterest expense in the first full combined year Anticipates a minimum of 3 locations closed $9.0 million in pre-tax expenses 7.0% of trans
Slide 8: Transaction Impacts
Transaction Impacts Key Financial Impacts") Capital Impact OLBK 6/30/17 OLBK Capital Ratios Standalone!) Pro Forma 2018 EPS Accretion Approx. 7-9% TCE /TA 8.1% 8.3% 2019 EPS Accretion Approx. 7-9% Leverage Ratio 8.2% 8.3% Tangible Book Value Accretion/(Dilution) < (3.0%) CET1 Ratio 9.1% 9.3% Tangibl
Slide 9: Low Risk Transaction
Low Risk Transaction Be ™ Experience successfully executing and integrating M&A transactions = OLBK management in place has experience successfully executing two M&A transactions in the last three years = Increases the probability of a smooth integration process for employees and customers ™ Extensi
Slide 10: Building Upon a Proven Track Record
Building Upon a Proven Track Record Be. Pro forma institution nearing $3.0 billion in assets, continuing trend of stockholder value creation (sm) OLBK Balance Sheet Growth OLBK") Value Creation 3,000 $16.00 $1.60 aais $1.40 2,500 $15.00 12,178 2,195 S a i $14.00 tie 3 $1.00 ee i $13.00 $0.80 rs10 F
Slide 11: Expanding a Well Established Franchise
Expanding a Well Established Franchise Pro Forma Highlights") ($000) Bolstering a strong Baltimore-Washington area footprint as the new #3 community bank!) by deposit market share in the Baltimore MSA Total Assets: $2,815 Deposit Market Share — Baltimore MSA Total Loans: $2,178 Baltimore-Columbia-To
Slide 12: Strengthening an Attractive Footprint
Strengthening an Attractive Footprint fi¢ksburg Ss eG erg Source: SNL Financial | 12
Slide 13: Market Snapshot Economic Indicators
Market Snapshot Economic Indicators = Aleading U.S. metro area for the start-up and 8.0% growth of new businesses 70% = Home to 13 colleges and universities, including 6.0% the University of Maryland system 5.0% = Thriving port city, with easy access by highway, air a and rail =" Over 60 federal age
Slide 14: Attractive Pro Forma Loan Portfolio
Attractive Pro Forma Loan Portfolio Old Line Bank Bay Bank, FSB Consr & Other. ‘Composition Loan Type ($000) _% of Total Constr & Dev 149,788 8.9% 1-4 Family Residential 227,976 13.6% Home Equity 40,445 2.4% Owner - Occ CRE 320,208 19.0% Other CRE 616,285 36.7% Multifamily 40,402 2.4% Commercial & I
Slide 15: Attractive Pro Forma Deposit Portfolio
Old Line Bank Bay Bank, FSB Deposit Type Non Interest Bearing NOW & Other Trans MMDA & Sav Time Deposits < $100k Time Deposits > $100k Total Deposits MRQ Cost of Deposits: Loans / Deposit NOW Accts ‘Composition ($000) __% of Total 448,994 27.0% 45,659 2.7% 601,083 36.1% 173,872 10.5% 393,508 23.7% $
Slide 16: Summary
Summary Be Old Line Bancshares, Inc.’s acquisition of Bay Bancorp, Inc. strengthens a well-established footprint while aiming to continue growing stockholder value vPro forma company nearing $3.0 billion in assets Y Stockholders should benefit from increased size via efficiencies of scale Y Low risk
Slide 17: Appendix
Appendix
Slide 18: Price Protection Collar
Price Protection Collar Old Line Bancshares, Inc. Acquisition of Bay Bancorp Inc. Collar Structure Mechanics = — Fixed Price between $29.16 ceiling and $25.65 floor 31.05 0.4047 4,337,529 135,993, 1257 = Fixed exchange ratio above $29.16 ceiling 3078 0.4047 4,337,529 134,803 12.46 and below $25.65 f
Slide 19: Old Line Bancshares
Sre- OLD LINE seis BANCSHARES www.oldlinebank.com LY FIG “e a Research e Investment Banking @ Advisory @ Fixed-Income e Sales @ Trading
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