Hilltop Holdings Inc. · NYSE:HTH

Hilltop — Merger or Acquisition (February 2018)

8 slides from Hilltop's merger presentation, Feb 14, 2018

  1. Slide 1: Acquisition of The Bank of River Oaks

    HilltopHoldingsInc. Acquisition of The Bank of River Oaks February 14, 2018

  2. Slide 2: Preface: Forward-Looking Statements

    Preface 2323 Victory Ave, Suite 1400 Dallas, TX 75219 Phone: 214-855-2177 www.hilltop-holdings.com Please Contact: Isabell Novakov Phone: 214-252-4029 Email: inovakov@hilltop-holdings.com FORWARD-LOOKING STATEMENTS This presentation and statements made by representatives of Hilltop Holdings Inc. (“H

  3. Slide 3: The Bank of River Oaks Overview

    The Bank of River Oaks Overview • • Houston, Texas based bank with $454 million of assets Rare and attractive combination of commercial loans and noninterest-bearing deposits relative to the competitive landscape Valuable deposit franchise with a 20 bps cost of deposits (2017) and attractive branch

  4. Slide 4: Management Team

    The Bank of River Oaks Management Team • The senior management team of The Bank of River Oaks each bring over 30 years of banking experience and decades in the Houston market Andy Lane will serve as the new Houston Region Chairman after the close of this transaction The senior management team has ex

  5. Slide 5: Pro Forma Loan Portfolio

    Pro Forma Loan Portfolio • Among Houston-based banks, The Bank of River Oaks has the 3rd highest concentration of C&I loans at 31% (1) Pro Forma ($000) 4Q'17 % of T otal ($000) 4Q'17 % of T otal ($000) 4Q'17 % of T otal Construction 1-4 SFR Multifamily OO CRE Other CRE C&I Consumer & Other 1,012,763

  6. Slide 6: Pro Forma Deposit Composition

    Pro Forma Deposit Composition • Among Houston-based banks, The Bank of River Oaks has the highest concentration of noninterest-bearing deposits at 42% (1) Pro Forma ($000) 4Q'17 % of Total ($000) 4Q'17 % of Total ($000) 4Q'17 % of Total NIB Demand MMDA, Sav. & Other CDs 2,308,844 3,833,803 1,408,756

  7. Slide 7: Transaction Summary

    Transaction Summary • • • $85 million purchase price for outstanding shares and in-the-money options 100% cash consideration Minimum common equity deliverable to Hilltop at closing, with a purchase price adjustment for any shortfall Minimum loan loss reserve of 98 bps at closing Retention agreements

  8. Slide 8: Hilltop Holdings

    HilltopHoldings Fe

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