Nicolet Bankshares Inc. · NYSE:NIC
Nicolet Bankshares — Merger or Acquisition (March 2022)
12 slides from Nicolet Bankshares's merger presentation, Mar 30, 2022
Slide 1: Acquisition of Charter Bankshares, Inc.
DRAFT Acquisition of Charter Bankshares, Inc. March 30, 2022 Working with Marketing on new style & color scheme throughout
Slide 2: Securities Legend: Forward Looking Statements
DRAFTSecurities Legend Forward Looking Statements “Safe Harbor” Statement Under the Private Securities Litigation Reform Act of 1995 Certain statements contained in this communication, which are not statements of historical fact, constitute forward-looking statements within the meaning of the federa
Slide 3: Expanding the Upper Midwest's Premier Community Bank
DRAFTExpanding the Upper Midwest’s Premier Community Bank 3 “Lead Local” Community Bank In the Green Bay, Fox Cities, Stevens Point, and now Eau Claire MSAs (1) 2nd Largest Bank headquartered in Wisconsin(2) #1 Bank Lender to the dairy industry in Wisconsin(2) #2 Market Share in Michigan’s Upper Pen
Slide 4: Charter Bankshares Highlights & Market Overview
DRAFTCharter Bankshares Highlights & Market Overview 4 Charter Bankshares Branch MapCharter Bankshares Overview(1) • Family-owned community bank with a “lead local” market share position in the Eau Claire MSA • Charter has a strong commercial asset generating platform, while maintaining pristine ass
Slide 5: Transaction Highlights & Rationale
DRAFTTransaction Highlights & Rationale 5 ▪ Establishes Nicolet as #1 “Lead Local” Bank in the Eau Claire MSA and complements current $100 million loan production office acquired from County Bancorp ▪ Provides initial entry into dynamic and high-growth Twin Cities market ▪ Executive management team
Slide 6: Pro Forma Office Map
DRAFTPro Forma Office Map 6 Note: Map excludes Nicolet’s Eau Claire LPO (to be folded into Charter’s existing branch) and includes a new proposed branch in Chippewa Falls, WI Nicolet branch Nicolet LPO Charter Branch Proposed Branch
Slide 7: Diversified Loan and Core Deposit Portfolios
DRAFTDiversified Loan and Core Deposit Portfolios 7 Nicolet - $4.62B Combined - $5.37BCharter - $0.75B Lo an P o rt fo lio Nicolet - $6.47B Combined - $7.35BCharter - $0.88B D e p o si t P o rt fo lio Source: S&P Global, call report data, and internal company reports as of December 31, 2021 Demand 2
Slide 8: Transaction Overview and Assumptions
DRAFTTransaction Overview and Assumptions 8 (1) Based on NCBS share price of $94.40 as of March 29, 2022. Transaction value excludes $30 million special dividend payable from Charter Bankshares’ March 29, 2022 shareholders’ equity, as well as a prior $25 million special dividend unrelated to the tra
Slide 9: Multiples and Pro Forma Impact
DRAFTMultiples and Pro Forma Impact 9 (1) Charter’s TBV adjusted for $30 million special dividend payable to shareholder prior to closing, and a $25 million special dividend unrelated to the transaction that was paid during the first quarter 2022 (2) Ratio of tangible book value multiple paid to Nic
Slide 10: Experienced & Seasoned M&A Leader in the Upper Midwest
DRAFT 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 Pro Forma A ss et s Experienced & Seasoned M&A Leader in the Upper Midwest 10 $1.2 B $0.7 B $1.2 B $1.2 B $2.3 B $2.9 B $3.1 B $3.6 B $4.6 B $7.7 B 2013 Mid-Wisconsin Financial Services Bank of Wausau (FDIC assisted) 2016 Baylake Corp 2017 Firs
Slide 11: Summary Transaction Highlights
DRAFTSummary Transaction Highlights 11 Further solidifies Nicolet as the premier community bank with an $8.8 billion franchise across the Upper Midwest Attractive financial returns with strong EPS accretion, tangible book value accretion, and a healthy internal rate of return Complementary cultures
Slide 12: DRAFT Mike Daniels President & CEO (920) 430-7318 mdaniels@nicoletbank.com Bob Atwell Executive Chairman (920)
DRAFT Mike Daniels President & CEO (920) 430-7318 mdaniels@nicoletbank.com Bob Atwell Executive Chairman (920) 430-7317 batwell@nicoletbank.com Phil Moore Chief Financial Officer (920) 617-8159 pmoore@nicoletbank.com Eric Radzak Corporate Development Officer / Investor Relations (920) 617-4540 eradz
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