Simmons First National Corporation · NASDAQ:SFNC
Simmons First National — Merger or Acquisition (January 2017)
25 slides from Simmons First National's merger presentation, Jan 23, 2017
Slide 1: Simmons First National Corporation
Simmons First National Corporation NASDAQ-GS: SFNC Bank January 23, 2017
Slide 2: Forward-Looking Statements and Non-GAAP Financial Measures
-Looking Statements and Non-GAAP Financial Measures Certain statements contained in this presentation may not be based on historical facs and are “forward Jooking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21€ of the Securities Exchange Act o
Slide 3: Important Additional Information and Where to Find It
Important Additional Information and Where to Find It In connection with the proposed merger, Simmons First National Corporation "SENC" wil file with the SEC a Registration Statement on Form $-4 that will include a joint proxy statement of First Texas and SFNC, and a prospectus of SENC, as well as o
Slide 4: Simmons' Current Company Profile
mmons' Current Company Pro * Ticker: SFNC ° $8.4 Billion Total Assets * $1.9 Billion Market Cap ¢ 4 State Footprint * Since 1903 * History of strong asset quality ¢ Excellent non-interest income (non-banking business units) * Converted from a National Charter to a State Charter (Fed Member Bank) (mo
Slide 5: Pro Forma Franchise Footprint
Pro Forma Franchise Footp Pro Forma Branches Arkansas 80 Tennessee 49 Texas 21 Oklahoma 19 Missouri 28 Kansas 7 Colorado 3 Total 206 Fay sisnmons First National Corporation
Slide 6: Transaction rationale: financially attractive, low risk profile
+ Expected to be accretive in first full year of operation j ‘all + Expected to be accretive to tangible book value in approximately 4 years Financially e Approximately 3 years in conjunction with the Hardeman/OKSB mergers Attractive + Pro Forma total assets of approximately $13.5 billion” * Deploys
Slide 7: Stock Price Performance Since Election
tock Price Performance Since LO oe US. Election 11/8/16 135% 130% 125% SFNC ail 115% 110% 105% 100% 95% 10/25/16 ue 1/28/16 12/16/16 o1jo2/i7 01/20/17 SENSE eration a =
Slide 8: Structure
Structure + Simmons First National Corporation ("SFNC”) to acquire 100% of the stock of First Texas BHC, Inc. (FTBHC), the holding company for Southwest Bank ("SWB") + SWB is expected to be merged into Simmons Bank in the 4*" Quarter of 2017 Purchase Price Deal value: Fixed cash consideration: Fixed
Slide 9: Key Transaction Assumptions
Key Transaction Assumptions Cost Savings Expected non-interest expense savings of ~32% with 75% of such savings being achieved during 2018 ~§17.0 million pre-tax per year Revenue Enhancements None included in projections One-time Merger Related Cost Approximately $9 million after-tax Institutional R
Slide 10: Financial Impact
Financial Impact Southwest Region Expansion KSB swe Pro Forma 2017: ~(5%) ~(2% ~(7% Estimated sii iam) a8) GAPE EPS 2018 (partial year of cost savings}: ~ 0% ~15% ~+7% Impact be 2019 and thereafter: ~16% “17% 413% 2017 Neutral Neutral Neutral 2018 (partial year of cost savings}: ~ 40% ~45% ~4Th 2019
Slide 11: Due Diligence
Due Diligence * Comprehensive credit due diligence process to review SWB’s loan and OREO portfolios * Excellent cooperation of SWB’s management team * Experienced loan review team, which has a good understanding of borrowers and local markets * $1.2 billion of loans were reviewed, representing 78% o
Slide 12: Overview of SWB
Overview of SWB SWB Footprint Overview a Piano Wyte BN pa es Ve Dallas Mésduite- fi: tty hid Prairie byes t ) DeSoto, rn) i Maleld 9 Cedér Hill te Combine sy" Waxahachie Teams IS) = Founded in 1963 * Headquartered in Fort Worth, Texas = Operates 16 branches in the Dallas / Fort Worth Metroplex * Off
Slide 13: Expansion into Attractive Markets
Expansion into Attractive Markets ‘17 ~'22 Projected Population Growth (%) ‘17 —'22 Projected Median HHI Growth (%) ; 110% ; sini ' B seen 1 so gy EE ‘ i & ane t oe cin Bn t ' 1 mm B B pi kes l 61% 55% | a 1 1 Bi 1 a 2x | I ue H i a 1 aon aoe mnt isu SMEs Chore teat Orne” Son BIW Weta Ae US “Sch Pro
Slide 14: Attractive & Diverse Regional Footprint
Attractive & Diverse Regional Footprint Southwest Missouri and Arkansas Tennessee + Footprint concentrated in high + Stable core deposit markets + Strong presence stretching growth metropolitan areas ee across Tennessee = Deposit marketshare rankof #10 in OK = ‘posh tiartat ore enkeGt#S In AR = Depo
Slide 15: Complementary Lines of Business and Future Expansion
Complementary Lines of Business and Future Expansion Lines of Business BEES SJseneseecmre Eymawrest Mortgage Banking vy Yi Wealth Management & Trust < v Treasury Services a: AN SBA Lending Team Insurance Credit Cards Sh: Ba Rm Equipment Finance Mortgage Warehouse vv Healthcare Lending v FAR sisnmons
Slide 16: Acquisition history
$0.5B First South West Tennessee z 0.68 - ants $1.98 First State | $0.68 $2.58 OKSB hiciepelien $ Bae Del Tennaies Citizens National | ox, Tx, Ks @ co (363 Bankruptcy) $1.08 AUM = $2.0B SWB Trust Co. of the Ozarks 1x (OFW Missouri Ueaadlvend [atte FCO et a SINTON" ration (tes entire Cty ert Cony Oo
Slide 17: $10 Billion Threshold (Dodd-Frank)
on Threshold (Dodd-Frank) DFAST (Dodd-Frank Stress Test Act) As part of the Dodd-Frank financial reform legislation in 2010, financial institution's with total consolidated assets of more than $10 billion are required to conduct an annual stress test. SFNC is well underway in the preparation for the
Slide 18: Pro forma assets of $13.5 billion
* Pro forma assets of $13.5 billion™ * $4.6 billion asset franchise in high growth Southwest markets throughout Texas, Oklahoma and Colorado * Significantly enhances organic growth profile and expands future M&A opportunities * Expected to be accretive to earnings per share within the first full yea
Slide 19: Supplemental Information
SUPPLEMENTAL INFORMATION
Slide 20: Pro Forma Loan Composition
Pro Forma Loan Composition SFNC (1) SWB Pro Forma 1% 9% 13% 15% 2% 32% 19% Loans (500) Loans ($00) Loans (500) Loans (ot) Hikonucing tnd m7 Pe [feonometon etna HMconsneioneions — S2a5238 ia [lconinacon ton S704 ox Bi sromiy 20% []taromity Les romity 21329 12% 4 Forty 1.600.057 17% Lome easy Loans 3%
Slide 21: Pro Forma Deposit Composition
Pro Forma Deposit Composition SENC OKSB SWB Pro Forma 10% 1% 5% 1% 10% 11% 10% 3% 18% 1% % 1% q 20% \ { 14%| “a 62% ——. 59% 69% Deposits ($000) Deposits ($000) Deposits (5000) TMlocrrandepants 9508569 Pe losmana Depts 5766 SH [benond vepouis ———S087o Blows otter niaass 3% L]Now 8 oxher 15713 1% Lowa
Slide 22: Pro Forma Deposit Composition by State
Pro Forma Deposit Composition by State SENC OKSB SWB Pro Forma % % o% w_ 3% 16% y 10% / / 36% eae 15% 32% < 80% nial 100% 22% epost (500) pout 500) epost (5000 epost 000) GAO7E7 53% Mfovstors Tis@30 we BllTeos Bares ae aasier sae Eh 190474 10% Tones 116.203 100% MllTeoessee 251407 22% 75129 osu % Dv
Slide 23: SWB Historical Financials
SWB Historical Financials Forthe Year Ended December33. Forthe Quarter Ended. Dollars in Thousands maa a8 ne Bae Sins e30/i6 Spar Tota Assets Suess SMALL SMLST LTRS SLTRIGST | SLTIATES SAAT? SoS THA ‘oss Loans (Ex. HES) 153599 2n8.34 1368002 1486 897 1.4865, 587 15038 1688857 1.782.491 Deposits su47
Slide 24: SWB Assets, Deposits, Loans and Loans/Deposits
Assets ($mm) Deposits (Smm) Tis 1.356 2019 4253 1753 8s 1.299 an I i] | 2012 2013 ou ois os ao 2013 ao 201s ais Total Loans & Leases ($mm) Loans / Deposits (%) 1759 160% 16.1% 1436 ase 13.9% 1122 et 03% 100.2% 2012 2013 ao 201s ois 2012 2013 ao 2015 os ‘Simmons @iede eo 9AON6 ns Fi Rational Corporat
Slide 25: Simmons First National Corporation
Simmons First National Corporation NASDAQ-GS: SFNC Bank January 23, 2017
Simmons First National — Merger or Acquisition (January 2017) on 6ix