Enterprise Financial Services Corporation · NASDAQ:EFSC

Enterprise Financial Services — Merger or Acquisition (August 2020)

19 slides from Enterprise Financial Services's merger presentation, Aug 20, 2020

  1. Slide 1: Strategic Combination with Seacoast Commerce Banc Holdings

    EXHIBIT 99.2 Enterprise Financial Services Corp Strategic Combination with Seacoast Commerce Banc Holdings August 2020

  2. Slide 2: Forward-Looking Statements

    Forward-Looking Statements Certain statements contained in this investor presentation may be considered forward-looking statements regarding Enterprise Financial Services Corp (“EFSC”), including its wholly-owned subsidiary Enterprise Bank & Trust (“EB&T”), Seacoast Commerce Banc Holdings (“SCBH”),

  3. Slide 3: Additional Information

    Additional Information Additional Information About the Merger and Where to Find It This document does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval. In connection with the proposed acquisition transaction, EFSC will f

  4. Slide 4: Transaction Highlights

    Transaction Highlights ▪ Further expansion into Southwestern markets and entry into California, with capacity to attract national specialty deposits in higher growth markets Further ➢ Ability to add specialty low-cost core deposits with a focus on scalable niche property management deposits Enhances

  5. Slide 5: Combined Franchise

    Combined Franchise ✓ Increased Size + Scale ✓ Expanded Geographic Footprint ✓ Specialty Lending Expertise ✓ Enhanced Earnings Profile ✓ Attractively Priced Core Deposits 5

  6. Slide 6: Combined Franchise Pro-Forma Footprint

    Combined Franchise Pro-Forma Footprint Combined Financial Highlights Assets Loans Deposits $9.7B $7.2B $7.7B Expand geographic footprint further in the Southwest Attractive San Diego Market 2020-2025 Population Change of 12.93% SCBH SBA Loan Production Office SCBH Deposit Production Office SCBH Bran

  7. Slide 7: Seacoast Overview

    Seacoast Overview Company Overview Branch Map ▪ Headquartered in San Diego, California, and recognized as a leading small business lender throughout much of the United States. ▪ Focused on highly scalable specialty lending and deposit niches. ➢ SBA Lending: Predominantly an SBA 7(a), real-estate sec

  8. Slide 8: Seacoast's Deposit Franchise

    Seacoast’s Deposit Franchise Total Deposits by Type ($mm) Compound Annual Growth Rate Property Management 53% Homeowners Association 27% 1031 Exchange 23% Branch Deposits 7% $1,200.0 Total Deposits 21% $1,041.1 $958.4 $1,000.0 $808.8 $289.1 $253.2 $800.0 $720.9 $167.4 $112.3 $600.0 $510.2 $239.0 $31

  9. Slide 9: Seacoast's Loan Portfolio

    Seacoast’s Loan Portfolio Gross Loans by Loan Type (6/30/20) Gross Loans by Location (6/30/20) 4.5% 5.2% 7.4% 2.4% 9.7% SBA - Guaranteed 9.0% California SBA - Guaranteed PPP Texas 44.3% SBA - Unguaranteed Other 55.2% Non-SBA Construction 10.5% Pacific Northwest Non-SBA Commercial RE Arizona 30.6% No

  10. Slide 10: Seacoast's SBA Program

    Seacoast’s SBA Program Approval Approval Average Rank Company Count Amount ($mm) ($mm) 1 Live Oak Banking Company 690 $978.5 $1.4 2 Byline Bank 385 491.8 1.3 Top 10 SBA 3 Wells Fargo Bank, NA 1,686 411.8 0.2 Lender 4 The Huntington National Bank 2,626 396.8 0.2 5 Celtic Bank Corporation 376 371.3 1.

  11. Slide 11: Seacoast's SBA Overview

    Seacoast’s SBA Overview The SBA Advantage ▪ All loans have a 75% - 85% government guarantee ▪ Deep secondary market for guaranteed portion ▪ All loans are 1st Lien Real Estate secured ▪ Diversified geographic footprint ▪ All loans are to owner-occupied businesses ▪ Diversified property type ▪ Majori

  12. Slide 12: Seacoast's Financial Performance Highlights

    Seacoast’s Financial Performance Highlights Net Income ($mm) ROATCE $16.0 $14.6 $15.0 20.00% 18.77% 18.16% 17.42% 17.04% 16.73% $14.0 $12.9 18.00% 16.57% 16.04% 16.00% $12.0 14.00% $10.0 $8.1 12.00% $8.0 $6.9 10.00% $5.8 8.00% $6.0 $4.3 6.00% $4.0 4.00% $2.0 2.00% $0.0 0.00% 2014 2015 2016 2017* 201

  13. Slide 13: Transaction Summary

    Transaction Summary ▪ 0.5061 shares of EFSC common stock for each share of Seacoast common stock Consideration ▪ 100% stock consideration ▪ Options cashed out Transaction Value1,2 ▪ $15.80 per share, or ~$156 million in aggregate Transaction Pricing ▪ Price to LTM EPS: 10.3x (based on 6/30 data) ▪ P

  14. Slide 14: Key Transaction Assumptions

    Key Transaction Assumptions Cost Savings ▪ ~25% of Seacoast’s noninterest expense; 85% realized in 2021, 100% thereafter Under CECL, loans are separated into non-purchase credit deteriorated (non-PCD) and purchase credit deteriorated (PCD). ▪ Gross Credit Mark: ~$9.5 million Credit Mark ➢ Loan Non-P

  15. Slide 15: Enterprise Financial Services Corp

    ENTERPRISE " Financial Services Corp

  16. Slide 16: Seacoast's Balance Sheet Highlights

    Seacoast’s Balance Sheet Highlights Assets ($mm) Loans ($mm) $1,400.0 $1,288.5 $1,200.0 $1,090.3 $1,200.0 $1,131.4 $945.5 $1,040.1 $1,000.0 $878.1 $1,000.0 $938.9 $775.9 $800.0 $800.0 $569.5 $600.0 $600.0 $514.9 $446.3 $357.1 $396.4 $410.4 $400.0 $400.0 $200.0 $200.0 $0.0 $0.0 2014 2015 2016 2017 20

  17. Slide 17: Reconciliation of Non-GAAP Financial Measures

    Reconciliation of Non-GAAP Financial Measures Tangible Book Value Reconciliation Tangible common equity and tangible book value per common share are non-GAAP financial measures calculated using GAAP amounts. Tangible common equity is calculated by excluding the balance of goodwill and intangibles fr

  18. Slide 18: Reconciliation of Non-GAAP Financial Measures

    Reconciliation of Non-GAAP Financial Measures ROATCE Reconciliation Last ($ in millions, except share data) As of for the year ending December 31, Twelve Months 2014 2015 2016 2017* 2018 2019 6/30/2020 Average Common Equity $25.2 $30.5 $38.0 $54.5 $114.1 $126.4 $132.1 (-) Average Intangibles 0.0 0.0

  19. Slide 19: Enterprise Financial Services Corp

    vw ENTERPRISE Financial Services Corp \

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