Midland States Bancorp, Inc. · NASDAQ:MSBI
Midland States Bancorp — Merger or Acquisition (October 2017)
12 slides from Midland States Bancorp's merger presentation, Oct 16, 2017
Slide 1: Acquisition of Alpine Bancorporation, Inc.
Midland States Bancorp, Inc. Acquisition of Alpine Bancorporation, Inc. October 16, 2017
Slide 2: Forward-Looking Statements
Forward-Looking Statements. Readers should note that in addition to the historical information contained herein, this presentation includes "forward-looking statements," including but not limited to statements about Midland States Bancorp, Inc. (the “Company”, “Midland States” or “MSBI”)’s expected
Slide 3: Transaction Highlights
Transaction Highlights • 100+ year old community bank with deep community ties that brings significant scale with $1.3B in assets and the #1 market share ranking in the Rockford, IL MSA • Creates the 4th largest Illinois-based community bank(1) with ~$6.0B in assets Franchise Value • Supports growth
Slide 4: Alpine Bancorporation, Inc. Overview
Alpine Bancorporation, Inc. Overview Overview Branch Map • Established in 1908, Alpine is a regional, full-service South Beloit South Beloit community bank headquartered in Belvidere, IL – Offers commercial, retail, mortgage and wealth management Rockton Rockton 90 services through 19 branches H
Slide 5: Pro Forma Franchise
Pro Forma Franchise Pro Forma Highlights(1) Pro Forma Branch Map Assets: ~$5.8B MSBI (58) Rockford Rockford Deposits: ~$4.4B Alpine (19) Chicago Chicago Loans: ~$4.0B Assets Under Administration: ~$3.0B 74 • Creates the 4th largest Illinois-based 39 community bank and the #2 ranked 57 institution in
Slide 6: Diversified, Low Risk Loan Portfolio
Diversified, Low Risk Loan Portfolio Alpine Loan Portfolio Alpine Loan Growth $825 $830 • Well diversified loan portfolio: $792 $815 $785 Loans ($mm) – Similar loan mix and customer base $737 $749 $718 – No significant loan concentrations – Strong asset quality with NPLs / Loans of 0.71% 2015Q3 2015
Slide 7: Attractive Core Deposit Base
Attractive Core Deposit Base Alpine Deposit Overview Alpine Deposit Cost 0.28% 0.29% 0.26% 0.27% • Strong funding base of deposits: 0.23% 0.22% 0.20% 0.19% – 30% non-interest bearing deposits – 94% core deposits / total deposits(1) – Low cost deposits fund a #1 market share in the Rockford, IL MSA 2
Slide 8: Summary of Deal Terms
Summary of Deal Terms Aggregate Deal Value(1) • $181.0 million, subject to potential adjustment(2) Consideration Mix • Approximately 82% Stock / 18% Cash • Alpine shares, in the aggregate, will be exchanged for the following: Consideration Structure • 4.463 million in MSBI shares • $33.3 million in
Slide 9: Financial Impact & Assumptions
Financial Impact & Assumptions • ~5% for partial year 2018, excluding transaction expenses EPS Accretion • ~10% in full-year 2019 (reflects fully phased cost savings) TBV Impact • ~6% TBV dilution at closing, earnback of 3.5 years using crossover method(1) IRR • 25%+ IRR, above internal targets • ~7
Slide 10: Low Risk Transaction
Low Risk Transaction Experienced • Midland States is an experienced and disciplined buyer (11 completed deals) Acquiror • Track record of successful post-closing integration of systems and businesses Similar • Complementary corporate cultures Culture and • Rockford market is well-known by the Midlan
Slide 11: Summary
Summary • Strategically attractive transaction with compelling financial metrics • Creates the 4th largest Illinois-based community bank • Meaningful addition of low-cost, core deposit funding and excess liquidity provides resources to fund organic growth • Adds significant scale to our wealth manag
Slide 12: Appendix – Alpine Bancorporation, Inc. Highlights
Appendix – Alpine Bancorporation, Inc. Highlights Twelve Months Ended, Six Months Ended, 12/31/14 12/31/15 12/31/16 6/30/17 Balance Sheet: Total Assets ($M) $1,161.9 $1,207.9 $1,250.0 $1,283.2 Total Loans ($M) $624.2 $736.9 $814.7 $830.2 Deposits ($M) $1,038.3 $1,082.5 $1,108.0 $1,138.3 Tangible Com
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