First Bancshares, Inc. · OTC:FIBH
First Bancshares — Merger or Acquisition (November 2018)
18 slides from First Bancshares's merger presentation, Nov 6, 2018
Slide 1: Acquisition of FPB Financial Corp. "Growing in the Gulf South"
November 6, 2018 Acquisition of FPB Financial Corp. “Growing in the Gulf South” Filed by The First Bancshares, Inc. Pursuant to Rule 425 under the Securities Act of 1933 Subject Company: The First Bancshares, Inc. Commission File No.: 000 - 22507
Slide 2: Participants in the Transaction
2 PARTICIPANTS IN THE TRANSACTION FBMS, FPB Financial Corp . (“FPBF”) and certain of their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from the shareholders of FPBF in connection with the proposed transaction . Information about the dir
Slide 3: Caution Regarding Forward Looking Statements
3 Caution Regarding Forward Looking Statements This presentation contains “forward - looking statements” as defined in the Private Securities Litigation Reform Act of 1995 , and is intended to be protected by the safe harbor provided by the same . These statements are subject to numerous risks and u
Slide 4: Transaction
4 Transaction First Bancshares, Inc. (“FBMS”) acquires 100% of FPB Financial Corp.’s (“FPBF”) outstanding common stock Merger Consideration 100% stock consideration per share of FPBF common stock determined by the exchange ratio of 0.8300 Indicative Price Per Share (1) $30.83 Total Merger Value (1)(
Slide 5: Overview of FPB Financial Corp.
5 Financial Highlights General Corporate Information Overview of FPB Financial Corp. (1) Regulatory capital ratios reflect bank - level Source : S&P Global Market Intelligence; Company documents ▪ Holding company for Florida Parishes Bank • Bank founded in 1922 • FPBF founded in 1999 ▪ Headquartered
Slide 6: Transaction Rationale
6 Note : Financial impact analysis based on FBMS closing price of $37.14 as of November 5, 2018; Financial impact analysis calculated using 3 rd quarter 2018 financial data Source : S&P Global Market Intelligence; Company documents Transaction Rationale ▪ Continued acquisitive growth for FBMS – Sinc
Slide 7: Continued Growth in the Gulf South
7 Continued Growth in the Gulf South Total Assets: $ 3.4 Total Loans: $ 2.3 Total Deposits: $ 2.8 Gulf South Footprint FBMS 2019 EPS Accretion (Partial Year) ~2.6% 2020 EPS Accretion ~4.5% TBV Payback Period Accretive Day 1 Internal Rate of Return > 20% Pro Forma 2020E ROAA > 1.4% TCE/TA > 8.5% Pro
Slide 8: Bridging an Attractive Footprint
8 ▪ All 7 FPBF branches are located within 30 miles of an FBMS branch; 3 FPBF branches are within 25 miles of FBMS branches Bridging an Attractive Footprint Source : S&P Global Market Intelligence FPBF Locations FBMS Locations
Slide 9: Bolstering Presence in Louisiana
9 Bolstering Presence in Louisiana Investing in Louisiana Pro Forma Deposit Market Share (1) ▪ Louisiana is a state of opportunity with a collection of competitive advantages, including low business operating costs, a skilled workforce and robust infrastructure • R anked #5 in Area Development’s 201
Slide 10: Attractive Pro Forma Demographics
10 Projected 2019 – 2024 Median Household Income Growth (%) Actual 2010 – 2019 Population Growth (%) Projected 2019 – 2024 Population Growth (%) 4.7% 10.7% 2.4% 14.3% 9.4% 3.7% 0.6% 6.6% 0.0% 4.0% 8.0% 12.0% 16.0% FBMS FPBF AL FL GA LA MS USA 2.5% 4.8% 1.5% 6.8% 5.2% 2.0% 0.4% 3.6% 0.0% 2.0% 4.0% 6.
Slide 11: Low Cost Deposits and High Yielding Loans
11 ▪ Acquiring attractive, low - cost deposits in the Hammond and New Orleans - Metairie, Louisiana markets ▪ FPBF’s deposit base is 26.7% noninterest - bearing and consists of 86.9% core deposits (1 ) ▪ Pro forma cost of deposits of 0.52% ▪ FPBF’s loan portfolio is complementary to FBMS’ existing p
Slide 12: Transaction Assumptions
12 (1) Percentage marks based on September 30, 2018 balances (2) Core deposits defined as total deposits less time deposit accounts greater than $100,000 Source: Internal estimates Transaction Assumptions Estimated Cost Savings ▪ $4.3 million pre - tax savings ▪ 37.5% of estimated FPBF noninterest e
Slide 13: Experienced in Executing and Integrating M&A Transactions
13 x Experienced in successfully executing and integrating M&A transactions ▪ FBMS management has successfully executed multiple M&A transactions in their recent history ▪ Increases the probability of a smooth integration process for employees and customers ▪ Signed employment contracts with three F
Slide 14: Building Upon a Proven Track Record
14 $- $500 $1,000 $1,500 $2,000 $2,500 $3,000 $3,500 $4,000 2012Y 2013Y 2014Y 2015Y 2016Y 2017Y 1Q2018 2Q2018 2018 YTD PF Total Assets ($ Millions) Building Upon a Proven Track Record Note: Dates are as of transaction close, unless otherwise indicated Source: S&P Global Market Intelligence 4/30/2013
Slide 15: Summary
15 Summary The First Bancshares, Inc.’s acquisition of FPB Financial Corp. represents continued execution on a multi - year strategic plan of building a regional community bank franchise in the Gulf South x Strategic expansion of a well - established footprint in the Louisiana market x Logical play
Slide 16: Appendix
16 Appendix
Slide 17: Pro Forma Loans
17 Pro Forma Loans Note: Loan composition based on bank - level regulatory filings; Excludes purchase accounting adjustments (1) Includes acquisition of FMB Banking Corporation Source: S&P Global Market Intelligence; Data as of September 30, 2018 Loan Type Balance ($000) % of Total Loan Type Balance
Slide 18: Pro Forma Deposits
18 Pro Forma Deposits Note: Deposit composition based on bank - level regulatory filings; Excludes purchase accounting adjustments (1) Includes acquisition of FMB Banking Corporation (2) Core deposits defined as total deposits less time deposits accounts greater than $100,000 Source : S&P Global Mar
First Bancshares — Merger or Acquisition (November 2018) on 6ix