Origin Bancorp, Inc. · NYSE:OBK
Origin Bancorp — Merger or Acquisition (February 2022)
22 slides from Origin Bancorp's merger presentation, Feb 24, 2022
Slide 1: Accelerating Our Texas Growth Story
ACCELERATING OUR TEXAS GR WTH STORY FEBRUARY 24, 2022
Slide 2: Legal Disclosures
LEGAL DISCLOSURES This communication contains “forward - looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 regarding the financial condition, results of operations, business plans and the future performance of Origin Bancorp, Inc . (“Origin” or the “Compa
Slide 3: Legal Disclosures: Important Additional Information
LEGAL DISCLOSURES 3 IMPORTANT ADDITIONAL INFORMATION AND WHERE TO FIND IT In connection with the proposed transaction (the “Transaction”), Origin will file with the SEC a registration statement on Form S - 4 that will include a joint proxy statement of Origin and BTH and a prospectus of Origin, as w
Slide 4: Enhancing Our Texas Franchise
ENHANCING OUR TEXAS FRANCHISE • Shared cultures and business models focused on relationship banking leading to seamless integration • Compelling footprint expansion along I - 20 corridor in East Texas with meaningful overlap in DFW • Significant opportunity for growth in new and existing markets by
Slide 5: Compelling Strategic Rationale
COMPELLING STRATEGIC RATIONALE NATURAL FOOTPRINT EXPANSION & ENHANCED SCALE IN TEXAS COMPLEMENTARY CULTURES & LEADERSHIP CONTINUITY FINANCIALLY COMPELLING & LOW RISK Meaningful expansion in Texas along I - 20 corridor, consistent with M&A strategy E xcellent opportunity to enter the attractive and d
Slide 6: Transaction Overview
TRANSACTION C ONSIDERATION TRANSACTION MULTIPLES STRONG LEADERSHIP TIMING & $44.52 APPROVAL Total transaction value of $ 315.7 million OBNK will issue 6,828,390 shares 100 % stock consideration, including conversion of BTH options to OBNK options BTH pro forma ownership: ~22 % Price / TBVPS: 1.54x P
Slide 7: Pro Forma Impact
$9.9B PRO FORMA ASSETS $8.3B PRO FORMA DEPOSITS 2.2 YEARS TBVPS EARNBACK 12.7% 2023E EPS ACCRETION $1.4B PRO FORMA MARKET CAP 1.29% PRO FORMA ROAA 78% PRO FORMA LOANS/DEP. 13.3% PRO FORMA ROATCE PRO FORMA IMPACT Note: All financial information is as of 12/31/21. (1) Based on OBNK price per share of
Slide 8: BTH Bank Company Overview
1%22% 3% BTH BANK COMPANY OVERVIEW = BTH BANK FOOTPRINT 9 % 7 % 4 8% C&I NIB Demand 22% 12% CRE – Owner Occupied 1% Multi - Family CRE 1-4 Family 48% – Income Producing 1% 0.7% Consumer & Other C&D NIB Demand 22% 52% Savings & MMDA N O W & 3% Other Trans. Ju m b o Ti m e Deposits 9% Retail Time Depo
Slide 9: Shared history of serving communities for over 100 years
1912 2018 2015 2013 2008 1987 1914 2017 2015 2013 2005 2022 2022 Origin and BTH have each been committed to serving our communities for more than 100 years . We’ve helped people, small businesses and large companies grow and prosper, and continue to do so through our strong focus on customer service
Slide 10: Impressive Organic Texas Growth
10 IMPRESSIVE ORGANIC TEXAS GROWTH $479 $669 $1,028 $1,150 $1,221 $1,310 $1,739 $1,953 $2,246 $2,617 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 $130 $255 $516 $681 $920 $1,066 $1,303 $1,343 $1,232 $1,221 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 BTH BANK LOANS ORIGIN BANK TEXAS LOANS
Slide 11: East Texas Expansion & Highlights
East Texas expansion through the addition of 5 new county markets Top 10 deposit market share rank in all new markets New markets have had an average population growth of ~ 6 % since 2010 East Texas is home to a robust infrastructure and skilled workforce that continues to grow, including industrial
Slide 12: Transaction Assumptions
COST SAVINGS LOAN MARK CORE DEPOSIT INTANGIBLE MINIMUM EQUITY TRANSACTION EXPENSES OPTIONS TRANSACTION ASSUMPTIONS Estimated cost savings of 30 % of BTH’s 2022E noninterest expense; 50% achieved in 2022E and 100% thereafter Approximately $18.0 million pre - tax merger related costs $ 27.0 million lo
Slide 13: Attractive Pro Forma Financial Metrics
ATTRACTIVE PRO FORMA FINANCIAL METRICS Key Financial Implications KEY FINANCIAL IMPLICATIONS 12.7% DOUBLE DIGIT ‘23 EPS ACCRETION (3.6%) TBVPS DILUTION 2.2 YRS TBVPS EARNBACK >20% IRR 9.1% TCE/TA 14.8% TOTAL CAPITAL RATIO 9.5% LEVERAGE RATIO 11.2% CET1 RATIO PRO FORMA CAPITAL RATIOS (1) 13 (1) Estim
Slide 14: Comprehensive Due Diligence
- CULTURE ALIGNMENT - CREDIT RISK & UNDERWRITING - COMPLIANCE - HUMAN RESOURCES - REGULATORY - LEGAL - FINANCIAL & ACCOUNTING - TECHNOLOGY - INTERNAL AUDIT - OPERATIONAL RISK COMPREHENSIVE DUE DILIGENCE 71% 80% 100% 88% 2.16% PORTFOLIO REVIEWED LOANS >$500K REVIEWED CLASSIFIED LOANS REVIEWED ENERGY
Slide 15: Pro Forma Loan & Deposit Composition
J u m b o Ti m e Deposits 9% Retail Time Deposits 14% 22% CRE – Income Producing 2 5 % C&I Non - Depo s it or y Financial Inst. 15% 1 - 4 Family 14% Farm 2 % 10% CRE – Owner Occupied C &D 8% Multi - Fa m ily 4 % Con s u m e r & Other 0.4% 5 2 % 6 1 % J u m b o Ti m e Deposits 3% $ 1. 7B NIB Demand 2
Slide 16: Origin's Unique & Defined Culture
ORIGIN’S UNIQUE & DEFINED CULTURE COMMITMENT TO CUSTOMER JOURNEYS • INVESTMENT IN DIGITAL STRATEGY • RECOGNITION WITHIN MARKETS FOR CUSTOMER SERVICE EXCELLENCE • ALIGNMENT ON THE EXPERIENCE AS THE PRODUCT UNWAVERING COMMITMENT TO CULTURE • LEADERSHIP ACADEMY • EMERGING LEADERS COUNCIL • DREAM MANAGE
Slide 17: AE ei eee Nit TG
AE ei eee Nit TG
Slide 18: Earnings Per Share Reconciliation
EARNINGS PER SHARE RECONCILIATION DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS, UNAUDITED FY 2023E PRO FORMA EARNINGS BUILDUP 18 $89,923 $131,256 $29,857 $11,476 OBNK Standalone Net Income BTH Standalone Net Income After - Tax Transaction Adjustments Pro Forma Net Income OBNK Standalone Net Income
Slide 19: TBVPS Reconciliation
TBVPS RECONCILIATION (1) Assumes closing on 6/30/22 , 2022. (2) Includes impact of one - time merger expenses and FMV adjustments. 19 $28.59 $28.01 $1.49 $30.07 ( $0.62 ) $29.46 ( $0.45 ) OBNK Standalone (4Q21) Estimated Growth to Close (1) OBNK Estimated TBVPS at Close (1) Net Merger Consideration
Slide 20: Reconciliation of Non-GAAP Financial Measures
20 RECONCILIATION OF NON - GAAP FINANCIAL MEASURES DOLLARS IN MILLIONS CALCULATION OF TANGIBLE COMMON EQUITY: T OTAL COMMON STOCKHOLDER EQUITY $1,062.8 L ESS : GOODWILL AND OTHER INTANGIBLE ASSETS , NET $ 177.4 T ANGIBLE COMMON EQUITY – NON - GAAP $ 885.4 CALCULATION OF TANGIBLE ASSETS: TOTAL ASSETS
Slide 21: Reconciliation of Non-GAAP Financial Measures
21 RECONCILIATION OF NON - GAAP FINANCIAL MEASURES DOLLARS IN MILLIONS CALCULATION OF RETURN ON AVERAGE TANGIBLE COMMON EQUITY: N ET INCOME AVAILABLE TO COMMON $ 131.3 A MORT . OF INTANGIBLE / ADJ . TO GOODWILL $ 1.2 S TATUTORY TAX RATE 21.0% A DJ . NET INCOME AVAIL . T O COMMON $ 132.2 AVERAGE COMM
Slide 22: Reconciliation of Non-GAAP Financial Measures
22 RECONCILIATION OF NON - GAAP FINANCIAL MEASURES DOLLARS IN MILLIONS, EXCEPT PER SHARE CALCULATION OF TANGIBLE COMMON EQUITY: T OTAL COMMON STOCKHOLDERS ’ EQUITY $ 730.2 $765.2 $1,062.8 L ESS : GOODWILL AND OTHER INTANGIBLE ASSETS , NET 51.3 51.0 177.4 T ANGIBLE COMMON EQUITY – NON - GAAP $ 678.9
Origin Bancorp — Merger or Acquisition (February 2022) on 6ix