First Bancshares, Inc. · OTC:FIBH
First Bancshares — Merger or Acquisition (July 2018)
18 slides from First Bancshares's merger presentation, Jul 24, 2018
Slide 1: Acquisition of FMB Banking Corporation: Growing in the Gulf South
Acquisition of FMB Banking Corporation “Growing in the Gulf South” July 24, 2018 Filed by The First Bancshares, Inc. Pursuant to Rule 425 under the Securities Act of 1933 Subject Company: The First Bancshares, Inc. Commission File No.: 000 - 22507
Slide 2: Safe Harbor
2 Safe Harbor ABOUT THE FIRST BANCSHARES, INC . The First Bancshares, Inc . (“FBMS” or the “Company”), headquartered in Hattiesburg, Mississippi, is the parent company of The First, A National Banking Association . Founded in 1996 , The First has operations in Mississippi, Louisiana, Alabama and Flo
Slide 3: Caution Regarding Forward Looking Statements
3 Caution Regarding Forward Looking Statements This presentation contains “forward - looking statements” as defined in the Private Securities Litigation Reform Act of 1995 , and is intended to be protected by the safe harbor provided by the same . These statements are subject to numerous risks and u
Slide 4: Transaction Terms
4 (1) Based upon 390,815 outstanding shares of FMB common stock (2) Subject to shareholder election, though consideration mix subject to limitation that total consideration will be fixed at 80% st ock / 20% cash (3) Based on FBMS 10 day average closing price of $36.30 for the period ranging 7/5/2018
Slide 5: Overview of FMB Banking Corporation
5 Overview of FMB Banking Corporation Note: FMB historical profitability measures are not tax - adjusted & reflect S - Corp status Source: S&P Global Market Intelligence; Company - provided documents General Corporate Information ▪ Holding company for Farmers & Merchants Bank ▪ Headquartered in Mont
Slide 6: Transaction Rationale
6 (1) Tangible book value payback period calculated using the crossover method Note: Financial impact analysis based on FBMS 10 day average closing price of 36.30 for the period ranging 7/5/2018 to 7/18/2 018 Note: Financial impact analysis calculated using 2 nd quarter 2018 financial data Source: S
Slide 7: Continued Growth in the Gulf South
7 Continued Growth in the Gulf South Pro Forma Highlights ($Billion) Total Assets: $3.0 Total Loans: $2.0 Total Deposits: $2.5 Gulf South Footprint FMB Locations FBMS Locations FBMS 2019 EPS Accretion > 10% 2020 EPS Accretion > 10% TBV Payback Period (2) ~ 3.25 Years Internal Rate of Return > 20% Pr
Slide 8: Strengthening an Attractive Footprint
8 Strengthening an Attractive Footprint FMB Locations FBMS Locations Source: S&P Global Market Intelligence; Company - provided documents ▪ 2 FMB branches are located within 1 mile of an FBMS branch; 4 FMB branches are located within 2 miles of an FBMS branch; 1 FMB branch is within 3 miles of 4 FBM
Slide 9: Bolstering Presence in Attractive Tallahassee Market
9 Bolstering Presence in Attractive Tallahassee Market Tallahassee Highlights Pro Forma Deposit Market Share (1) Leon County, FL Number of Branches Total Deposits In Market ($000) Total Market Share (%) 1 SunTrust Banks Inc. (GA) 8 1,268,623 18.1 2 Wells Fargo & Co. (CA) 7 1,198,411 17.1 3 Capital C
Slide 10: Attractive Pro Forma Demographics
10 Attractive Pro Forma Demographics Note: FBMS and FMB demographics data is weighted by deposits per state Source: S&P Global Market Intelligence 1.8% 6.5% 1.4% 6.7% 5.0% 2.4% 0.5% 3.5% 0.0% 2.0% 4.0% 6.0% 8.0% FBMS FMB AL FL GA LA MS USA 7.0% 10.3% 8.2% 10.4% 9.4% 8.5% 4.6% 8.9% 0.0% 3.0% 6.0% 9.0
Slide 11: Low Cost Deposits
11 0.17% 0.17% 0.17% 0.18% 0.18% 0.18% 0.25% 0.29% 0.31% 0.34% 0.00% 0.15% 0.30% 0.45% 0.60% 0.75% 2015Q4 2016Q1 2016Q2 2016Q3 2016Q4 2017Q1 2017Q2 2017Q3 2017Q4 2018Q1 Cost of Deposits (%) Low Cost Deposits (1) Core deposits calculated as total deposits less CDs > $100k Note: Bank level regulatory
Slide 12: Transaction Assumptions
12 Transaction Assumptions Estimated Cost Savings Transaction Expenses Credit Mark Fixed Assets Mark Core Deposit (2) Intangible ▪ $6.5 million pre - tax savings ▪ 42.5% of estimated FMB noninterest expense in the first full combined year ▪ Assumes 100% realization of cost savings by the end of 2019
Slide 13: Experienced in Executing and Integrating M&A; Due Diligence
13 x Experienced in successfully executing and integrating M&A transactions ▪ FBMS management has successfully executed multiple M&A transactions in their recent history ▪ Increases the probability of a smooth integration process for employees and customers ▪ Both parties share a common core operati
Slide 14: Building Upon a Proven Track Record
14 Building Upon a Proven Track Record Note: Dates are as of transaction close, unless otherwise indicated Source: S&P Global Market Intelligence $721 Pro Forma Assets: $2,983 $- $500 $1,000 $1,500 $2,000 $2,500 $3,000 $3,500 2012Y 2013Y 2014Y 2015Y 2016Y 2017Y 1Q2018 2018YTD PF 4/30/2013 Acquired F
Slide 15: Summary
15 Summary The First Bancshares, Inc.’s acquisition of FMB Banking Corporation represents continued execution on a multi - year strategic plan of building a regional community bank franchise in the Gulf South x Strategic expansion of a well - established footprint in the Tallahassee market x Opens a
Slide 16: Appendix
16 Appendix
Slide 17: Pro Forma Loans
17 Pro Forma Loans C&D 13.0% 1 - 4 Fam 23.8% HELOC 3.8 % OwnOcc CRE 19.7% Other CRE 18.2% Multifam 3.5 % C&I 12.9% Consr & Other 5.2% C&D 5.0% 1 - 4 Fam 18.2% HELOC 6.4 % OwnOcc CRE 21.1% Other CRE 21.2% Multifam 0.8 % C&I 19.0% Consr & Other 8.3% C&D 11.7% 1 - 4 Fam 22.9% HELOC 4.2 % OwnOcc CRE 19.
Slide 18: Pro Forma Deposits
18 Pro Forma Deposits (1) Includes completed acquisitions of Southwest Banc Shares, Inc. and Sunshine Financial, Inc. Does not include purchase accounting adjustments; Regulatory data shown Source: S&P Global Market Intelligence; Data as of March 31, 2018 Non Int. Bearing 21.1% NOW Accts 20.8 % MMDA