Simmons First National Corporation · NASDAQ:SFNC

Simmons First National — Merger or Acquisition (November 2018)

22 slides from Simmons First National's merger presentation, Nov 13, 2018

  1. Slide 1: Acquisition of Reliance Bancshares, Inc.

    November 13, 2018 Nasdaq: SFNC Acquisition of Reliance Bancshares, Inc.

  2. Slide 2: Forward-Looking Statements and Non-GAAP Financial Measures

    Forward - Looking Statements and Non - GAAP Financial Measures Certain statements contained in this presentation may not be based on historical facts and are “forward - looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities

  3. 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 "SFNC" will file with the SEC a Registration Statement on Form S - 4 that will include a proxy statement of RLBS , and a prospectus of SFNC, as well as other relevant docu

  4. Slide 4: Pro Forma Franchise Highlights

    OK SC KY TN MO CO AR Lincoln Kansas City Jefferson City Tulsa Houston San Antonio Austin Tampa Knoxville Chattanooga Nashville Atlanta Memphis St. Louis Springfield Wichita Denver Little Rock Dallas New Orleans Oklahmoa City AL FL GA IL IN IA KS LA MS NE NM NC OH TX VA WV El Paso Charlotte Cincinnat

  5. Slide 5: Overview of Reliance Bancshares, Inc.

    Source: S&P Global Market Intelligence Data as of or for the three months ended 9/30/18; deposit data as of 6/30/18 Note: Core deposits defined as total deposits less jumbo time deposits greater than $250, 000 (1) Includes all banks operating in the St. Louis MSA with 6/30/18 assets greater than $1.

  6. Slide 6: Strategic Acquisition, Low Risk Profile, Financially Attractive

    Note: FDIC deposit data as of 6/30/18 Strategic Acquisition Low Risk Profile F i n a nc i a l l y Attractive St r a t egi c Value • Builds meaningful scale in attractive St. Louis MSA • Creates a top 10 deposit franchise in Missouri • Strong retail footprint with a sticky deposit base • Opportunity

  7. Slide 7: Diversifying and Improving Position in Key Markets

    Source: S&P Global Market Intelligence Data as of 6/30 of each respective year (1) Over 500,000 residents in the metropolitan statistical area (2) Under 500,000 residents in the metropolitan statistical area Diversifying and Improving Position in Key Markets 50% 50% 44% 56% 34% 66% Metro Markets (1)

  8. Slide 8: Top 15 Largest Markets of Operation by Population

    7,576 2,960 2,810 2,543 2,187 2,158 1,956 1,407 1,352 1,000 887 745 648 554 468 0.0 2,000 4,000 6,000 8,000 SFNC Metro Markets of Operation Top 15 Largest Markets of Operation by Population (000s) Source: S&P Global Market Intelligence Data as of 6/30/18 8 Reliance Bank

  9. Slide 9:              

                             l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l

  10. Slide 10: St. Louis, MO Market Overview

    St. Louis, MO Market Overview Source: S&P Global Market Intelligence, St. Louis Regional Chamber of Commerce, St. Louis Business Journal, Bureau of Labor S ta tistics Demographic data deposit weighted by county as of 6/30/18 (1) Based on 8/30/18 Bureau of Labor Statistics U.S. seasonally adjusted fi

  11. Slide 11: Transaction Overview

    Pricing data based on SFNC’s closing price of $27.22 as of 11/12/18 (1) Based on RLB’s tangible equity of $134.0 million as of 9/30/18 (inclusive of $42.1 million of preferred equity and $5.5 milli on convertible debentures with $0.50 conversion price) (2) Based on RLBS’s tangible common equity of $

  12. Slide 12: Comprehensive Credit Due Diligence

    Comprehensive Credit Due Diligence • Comprehensive credit due diligence process to review RLBS ’s loan and OREO portfolios • Experienced loan review team, which has a good understanding of borrowers and local markets • Reviewed 92% of the $1.1 billion loan portfolio • Estimated Loan Credit Mark of $

  13. Slide 13: Key Transaction Assumptions

    Key Transaction Assumptions Cost Savings • Expected non - interest expense savings of 30%, with 66% being achieved during 2019 and 100% thereafter Revenue Enhancements • None included in projections One - time Merger Related Cost • Approximately $6.4 million pre - tax (expected) Loan Mark • $12.7 mi

  14. Slide 14: Key Transaction Impacts (Expected)

    Transaction Overview 14 Key Transaction Impacts (Expected) Capital Impact SFNC 9/30/18 Pro Forma 2019E / 2020E EPS Accretion IRR TBV Dilution (%) TBV Earnback Period TCE / TA Tier 1 Leverage Ratio Common Equity Tier 1 Ratio Tier 1 Risk - Based Capital Ratio Total Risk - Based Capital Ratio ~4% / ~6%

  15. Slide 15: Proven Acquiror and Integrator

    Proven Acquiror and Integrator 2013 - 2014 2016 2017 2015 2019 Metropolitan National Bank Arkansas Total Assets $920,000,000 November 2013 Delta Trust & Banking Corp. Arkansas Total Assets $420,000,000 August 2014 Community First Bancshares Tennessee Total Assets $1,915,000,000 February 2015 Liberty

  16. Slide 16: Summary

    Summary • Pro forma assets of $1 7 . 8 billion ; 64 th largest bank in the country • Top 10 deposit franchise in Missouri and St. Louis • In - line with in - market expansion strategy • Strong St. Louis franchise with excellent retail footprint • Financially attractive to combined shareholder base •

  17. Slide 17: Supplemental Information

    Supplemental Information 17

  18. Slide 18: Pro Forma Loan Composition

    14% 17% 4% 10% 28% 18% 7% 13% 17% 5% 11% 31% 16% 7% 8% 6% 8% 9% 60% 7% 2% Source: S&P Global Market Intelligence Data bank level as of or for the three months ended 9/30/18 Pro Forma Loan Composition 3 % Yield on Total Loans: 5.58 % Yield on Total Loans: 4. 18 % SFNC RLBS Pro Forma Loans ($mm) Loans

  19. Slide 19: Pro Forma Deposit Composition

    3% 2% 59% 25% 10% 10% 2% 68% 15% 6% Pro Forma Deposit Composition 3 % Cost of Deposits : 0.82 % Cost of Deposits : 0 .87 % SFNC RLBS Pro Forma Deposits ($mm) Deposits ($mm) Deposits ($mm) 9% 2% 67% 16% 6% Source: S&P Global Market Intelligence Data bank level as of or for the three months ended 9/30

  20. Slide 20: Pro Forma Deposit Composition by State

    Dollars in thousands Source: S&P Global Market Intelligence Data as of 6/30/18 Pro Forma Deposit Composition by State 3 % SFNC RLBS Pro Forma Deposits ($mm) Deposits ($mm) Deposits ($mm) 15% 85% 49% <1% 2% 9% 11% 16% 13% Arkansas $5,960 49.0% Colorado 56 0.5 Kansas 210 1.7 Missouri 1,080 8.9 Oklahom

  21. Slide 21: Reliance Bank Historical Balance Sheet Growth

    $914 $1,015 $1,163 $1,215 $1,295 $1,412 $1,513 $400 $700 $1,000 $1,300 $1,600 2012 2013 2014 2015 2016 2017 Q3 '18 Source: S&P Global Market Intelligence Data as of 12/31 each respective year; Q3 ’18 data as of 9/30/18 Reliance Bank Historical Balance Sheet Growth Assets ($mm) Deposits ($mm) Loans /

  22. Slide 22: Simmons First National Corporation

    7 Simmons First _ National Corporation

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