Texas Capital Bancshares, Inc. · NASDAQ:TCBI
Texas Capital Bancshares — Merger or Acquisition (December 2019)
21 slides from Texas Capital Bancshares's merger presentation, Dec 9, 2019
Slide 1: Transformational Combination Creating the Premier, Texas-Based Super Regional Bank
Transformational Combination Creating the Premier, Texas-Based Super Regional Bank December 9, 2019
Slide 2: Forward Looking Statements
Forward Looking StatementsThis 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 Independent Bank Group, Inc. (“Independ
Slide 3: Additional Information about the Merger and Where to Find It
Additional Information about the Merger and Where to Find ItIn connection with the proposed merger, Independent will file with the SEC a registration statement on Form S-4 to register the shares of Independent’s capital stock to be issued in connection with the merger. The registration statement wil
Slide 4: Presenters
Presenters 4 David R. BrooksChairman, President & CEO Independent Bank Group, Inc. C. Keith CargillPresident & CEOTexas Capital Bancshares, Inc.
Slide 5: Combining Two Premier Texas Franchises
Combining Two Premier Texas Franchises 5 IBTXTCBI 27% TBV Accretion(1) 14% 2021e EPS Accretion to TCBI(2) 26% 2021e EPS Accretion to IBTX(2) $48BNIn Assets $39BNIn Deposits $36BNIn Loans HFI Creates the largest Texas bank by Texas deposits Adds complementary business lines to each client base Divers
Slide 6: Transaction Summary
Transaction Summary 6 Merger Structure Merger of equalsTexas Capital Bancshares, Inc. (NASDAQ: TCBI) merges into Independent Bank Group, Inc. (NASDAQ: IBTX)100% stock consideration Exchange Ratio Fixed exchange ratioTCBI shareholders will receive 1.0311 shares of IBTX for each TCBI shareImplies a $6
Slide 7: Enhancing Scale to Drive Growth and Profitability
Enhancing Scale to Drive Growth and Profitability 7 Note: Performance metrics represent 2021 estimated metrics with pro forma impacts of CECL during M&A accounting.Includes major exchange-listed banks excluding money center and trust banks. Shareholder Value Creation Significant Pro Forma Scale and
Slide 8: Building A High Performance Financial Institution
8 Building A High Performance Financial Institution Pro Forma Financial Performance Relative to $25 – $75BN Asset Banks(1) Top Return on Average Assets Top Return on Average Tangible Common Equity Top Quartile Efficiency Ratio Merger Benefits to All Shareholders Consistently higher returns Double-di
Slide 9: Balanced Management Team with Proven Leadership
Balanced Management Team with Proven Leadership Executive Leadership Team Strong Industry Expertise, Common Cultures & Experience Integrating Large Transactions Board Leadership David BrooksChairman of the Board Larry HelmLead IndependentDirector Board Split 7TCBI 6IBTX DAVID BROOKSChief Executive O
Slide 10: Culture Matters - Providing Benefits to All Constituents
Culture Matters - Providing Benefits to All Constituents Combining two deeply rooted Texas franchises with national reach is a win for everyone Clients Communities Employees Deliver highly personalized financial services to businesses and entrepreneursProvide opportunity and guidance to foster growt
Slide 11: Creating the Largest Texas Headquartered Bank
Creating the Largest Texas Headquartered Bank(1) 11 Deposit Market Share(2)$BN Top 10 Fastest Growing Large MSAs(3)$BN 2020 - 2025PopulationGrowth(%) Presence Pro Forma # Metropolitan Statistical Area IBTX TCBI Deposits Overall Rank (#) TX HQRank (#) 1 Austin-Round Rock-Georgetown, TX 8.5 $1.8 6 2 2
Slide 12: Enhancing Presence in the Fastest Growing Markets
Enhancing Presence in the Fastest Growing Markets 12 Pro Forma Geographic Footprint Key Markets Colorado IBTXTCBI Dallas Fort Worth Metroplex / North Texas Region6th fastest growing MSA in the U.S.(1)4th largest MSA in the United States(2) Houston Region4th fastest growing MSA in the U.S.(1) 5th lar
Slide 13: Strengthening the Core Deposit Franchise
Strengthening the Core Deposit Franchise 13 Bolsters Core Deposits and Provides Granular Deposit Base Increasing Stability and Flexibility Access to Diverse Funding Sources Across Both Retail and Commercial Franchises Augments Centrally Located Downtown Branches with a Branch Network Extending into
Slide 14: Forming a Full-Service Financial Institution With An Extensive Suite of Products and Services
Forming a Full-Service Financial Institution With An Extensive Suite of Products and Services 14 Lines of Business Small Business & Local Developers Middle-market Commercial Corporate Banking: Technology Government / Healthcare(1) Capital Markets Energy Lending Mortgage Warehouse Mortgage Correspond
Slide 15: Diversifying the Loan and Lease Portfolio
Diversifying the Loan and Lease Portfolio 15 Synergistic and comprehensive coverage of retail, small business, middle market and large corporates Right-size concentrations in mortgage finance and commercial real estate businesses High asset quality and risk adjusted returns on loans and leases Neutr
Slide 16: Superior Deal Metrics vs Recent Merger of Equal Deals
Superior Deal Metrics vs Recent Merger of Equal Deals Recent Bank MOE Deals(1) First Full Year EPS Accretion (2) 26% to IBTX14% to TCBI 16% TBVPS Accretion / (Dilution) 27% (5)% TBVPS Earn-back Period Immediately Accretive 2 years Branch Overlap (< 5 miles) 73% 12% 16 Median of 2019 MOE transactions
Slide 17: Achievable Cost Synergies Drive Material Value Creation
Achievable Cost Synergies Drive Material Value Creation 17 $100 million in Pre-Tax Cost Savings Illustrative Market Value Creation(1) Leverages Scale, Powerful Technology & Compliance Infrastructure to Drive Efficiencies $728M capitalized value of net cost savings Capitalized value of cost synergies
Slide 18: Better Positioning Us to Compete, Invest and Win – Today and in the Future
Better Positioning Us to Compete, Invest and Win – Today and in the Future 18 Entrepreneurial Spirit To Enhance Technology, Risk, Compliance For Lasting Business Success Combination of two founder-led organizations will carry on the proud legacy of an unwavering commitment to serve clients and commu
Slide 19: Appendix
Appendix [= INDEPENDENT == ©) TEXAS CAPITAL BANK” FINANCIAL
Slide 20: Key Transaction Assumptions
Key Transaction Assumptions 20 Consideration 100% stock transaction where TCBI merges into IBTXIBTX issues 1.0311x shares for each TCBI shareFixed exchange ratio Earnings Estimates IBTX projections based on Wall Street consensus estimatesTCBI projections based on Wall Street consensus estimates adju
Slide 21: Due Diligence Process
Due Diligence Process Comprehensive Due Diligence Process Comprehensive mutual due diligence processSignificant engagement between senior management of both companiesThird party credit reviewRisk, legal and compliance review Due Diligence Partnership Aligned with MOE Framework Process included cultu
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