National Bank Holdings Corporation · NYSE:NBHC

National Bank — Merger or Acquisition (June 2017)

15 slides from National Bank's merger presentation, Jun 26, 2017

  1. Slide 1: National Bank Holdings Corporation Acquisition of Peoples, Inc.

    National Bank Holdings Corporation Acquisition of Peoples, Inc. June 26, 2017 Investor Presentation Tim Laney Chairman & Chief Executive Officer Brian Lilly Chief Financial Officer, Chief of M&A and Strategy

  2. Slide 2: Forward-Looking Statements

    This presentation contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements contain words such as “anticipate,” “believe,” “can,” “would,” “should,” “could,” “may,” “predict,” “seek,” “potential,” “will,” “estimate,”

  3. Slide 3: About Non-GAAP Financial Measures

    About Non-GAAP Financial Measures Certain of the financial measures and ratios we present, including “tangible book value” and “tangible book value per share” metrics, are supplemental measures that are not required by, or are not presented in accordance with, U.S. generally accepted accounting prin

  4. Slide 4: Acquisition of Peoples deepens penetration into strategically important markets

    $865 million of assets, $483 million of loans held for investment and $719 million in deposits(1) The acquisition of Peoples deepens penetration into strategically important markets Colorado Front Range Greater Kansas City Region Adds solid core deposit client base with cost of deposits significantl

  5. Slide 5: Transaction terms: acquisition of 100% of Peoples, Inc. common stock

    Acquisition of 100% of the common stock of Peoples, Inc. Peoples, Inc. to divest or wind down national mortgage business operated out of Kansas-based Peoples Bank prior to the end of 2017 Transaction Value: $143 million(1) Price / LTM Earnings: 12.3x(2) (vs. 21.6x for recent nationwide transactions(

  6. Slide 6: Cost savings and impacts to NBHC shareholders

    Cost savings of approximately 12%(1) of Peoples, Inc. expense base 75% phased-in in 2018, 100% in 2019 and thereafter 21% cost savings from core bank expense base (excluding retained mortgage business) Revenue enhancements expected, but none assumed Gross credit mark equal to existing loan loss rese

  7. Slide 7: Peoples, Inc. overview

    Peoples, Inc. is the holding company for Colorado Springs, Colorado-based Peoples National Bank and Lawrence, Kansas-based Peoples Bank As of 3/31/2017, Peoples, Inc. had $865 million of assets, $483 million of loans held for investment and $719 million in deposits Average commercial loan balance of

  8. Slide 8: Bolsters presence in the Colorado Front Range and Greater Kansas City

    Bolsters presence in the Colorado Front Range Complements existing NBHC franchise along Colorado Front Range with #8 market share in the fast growing Colorado Springs MSA The Front Range contributed 96% of Colorado’s population growth between 2010 and 2015(1) Colorado Front Range encompasses over 80

  9. Slide 9: Loan Portfolio and Deposit Mix

    Loan Portfolio Deposit Mix Peoples, Inc. NBHC Pro Forma(1) Peoples, Inc. NBHC Pro Forma Gross Loans HFI: $2,954mm Yield on Loans: 4.57% Total Deposits: $3,968mm Gross Loans HFI: $483mm Yield on Loans: 5.00% Gross Loans HFI: $3,437mm Yield on Loans: 4.63% Total Deposits: $4,687mm Total Deposits: $719

  10. Slide 10: Strong origination engine supported by low cost deposit client base

    Loan and deposit data represents the sum of Peoples Bank and Peoples National Bank loans per bank level regulatory filings. Cost of deposits reflects deposit-weighted average of Peoples Bank and Peoples National Bank For the quarter ended 3/31/2017 Peers include public and private banks headquartere

  11. Slide 11: Peoples retail mortgage business overview

    Source: Company documents; Mortgage production data for 2016 based on production by office location. Production data includes Kansas and New Mexico retail production operated out of Kansas-based Peoples Bank For the year ended 12/31/2016 In-footprint defined as CO, KS and NM production Year to date

  12. Slide 12: Why We Like the Peoples Retail Mortgage Business

    Complementary, franchise-centric, retail mortgage platform Strong client-focused business model and proven management Scalable origination platform Majority of the production is purchase-money mortgages Provides diversification to our revenue stream Fee income / revenue ratio expected to improve to

  13. Slide 13: Comprehensive Due Diligence Completed

    Comprehensive due diligence encompassing all areas of Peoples, Inc. over a two-month period Due diligence covered bank and mortgage risk areas, in addition to business strategies, clients, associates and culture All senior executives from across both organizations involved in the due diligence proce

  14. Slide 14: Why Invest in Pro Forma NBHC?

    Experienced and respected management team and board of directors Strong presence in the attractive markets of Colorado and the Greater Kansas City Region with footholds in Texas and New Mexico Diversified revenue stream with high-performing, relationship-centric, business model focused on earning th

  15. Slide 15: Appendix – Peoples, Inc. Financial Highlights

    Appendix – Peoples, Inc. Financial Highlights LTM Financial Highlights(1) Data per Peoples, Inc. documents. Financial data as of or for the twelve months ended 3/31/2017. Excludes national mortgage business operated out of Kansas-based Peoples Bank Excludes extraordinary gains / losses at Peoples Ba

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