Prosperity Bancshares, Inc. · NYSE:PB
Prosperity Bancshares — Merger or Acquisition (March 2012)
17 slides from Prosperity Bancshares's merger presentation, Mar 1, 2012
Slide 1: Filed by Prosperity Bancshares, Inc. Pursuant to Rule 425
Filed by Prosperity Bancshares, Inc. Pursuant to Rule 425 under the Securities Act of 1933 Subject Company: American State Financial Corporation Commission File No. 1-35388
Slide 2: “Safe Harbor” Statement
“Safe Harbor” Statement under the Private Securities Litigation Reform Act of 1995 Statements contained in this presentation which are not historical facts and which pertain to future operating results of Prosperity Bank and its subsidiaries constitute “forward-looking statements” within the meaning
Slide 3: Corporate Profile
Corporate Profile a Track Record of Success • A Texas based Financial Holding Company with approximately $10 billion in assets rd • 3 largest Texas based commercial bank by Texas deposits • Strong balance sheet growth – 10 year CAGR of 24% loans, 22% deposits and 23% assets • Strong earnings growth
Slide 4: 4Q11 Highlights
4Q11 Highlights • Net Interest Margin was 3.82% for the fourth quarter 2011 • Non- Performing Assets to Average Earning Assets remain low at 0.14% or $12.052 million • Strong Earnings of $36.406 million or $0.77 per share (diluted) and 1.50% Return on Assets for the fourth quarter 2011 • Tangible Co
Slide 5: Merger with American State Financial Corp.
February 27, 2012 Merger with American State Financial Corp.
Slide 6: Strategic Rationale
Strategic Rationale • American State merger marks Prosperity’s entry into West Texas in a significant way: – Expands Prosperity west of I-35 and creates a presence in 18 new counties, for a total of 78 counties of operation upon completion – American State is ranked in the top three by deposit marke
Slide 7: Assumptions & Impact
Assumptions & Impact • Expected to be approximately 8% accretive to earnings per share • The tangible common equity ratio is restored in approximately one year • Preliminary loan mark is approximately equal to American State’s current loan loss reserve • Non-deposit fee revenue is enhanced through t
Slide 8: Pro Forma Branch Franchise
Pro Forma Branch Franchise Texas Deposit Market Share Deposits Market Branch in Market Share Rank Institution (ST) Count ($mm) (%) 1 JPMorgan Chase & Co. (NY) 676 96,001 20.0 2 Bank of America Corp. (NC) 458 77,630 16.2 3 Wells Fargo & Co. (CA) 713 51,245 10.7 4 BBVA 378 26,016 5.4 5 Cullen/Frost Ba
Slide 9: Balance Sheet Summary
Balance Sheet Summary As Originally Reported $9,600 Total footings as of 12/31/11 Loans = $3.766 Billion $1,600 Deposits = $8.060 Billion $8,400 Assets = $9.823 Billion $1,400 $7,200 5 year CAGR $1,200 Loans = 12% $6,000 Deposits = 17% Assets = 16% $1,000 $4,800 $800 Loans $3,600 $600 Deposits $2,40
Slide 10: EPS Growth
EPS Growth Diluted $3.50 $3.01 $3.00 $2.73 $2.50 $2.41 $2.09 * $2.06 ** $2.00 $1.94 $1.50 $1.00 $0.70 $0.77 $0.50 $0.00 2006 2007 2008 2009 2010 2011 4Q 2010 4Q 2011 *Excluding the non-cash after tax impairment charge related to FNMA/FLHMC preferred stock of $6.5 million, EPS was $1.94 **Excluding t
Slide 11: Pro Forma Deposit Composition
Pro Forma Deposit Composition Prosperity Bancshares, Inc. American State Financial Corporation Pro Forma Deposit Portfolio ($000) % of Total Deposit Portfolio ($000) % of Total Deposit Portfolio ($000) % of Total Non-interest Bearing DDA $ 1,972,226 24.5% Non-interest Bearing DDA $ 561,065 22.8% Non
Slide 12: Net Interest Margin
Net Interest Margin * * Tax equivalent- annualized 4.30% 4.24% 4.20% 4.20% 4.10% 4.09% 4.02% 4.08% 4.00% 4.02% 3.99% 4.06% 4.00% 3.98% 3.97% 3.90% Net Interest Margin for 2008 = 3.96% 3.80% Net Interest Margin for 2009 = 4.08% 3.82% Net Interest Margin for 2010 = 4.04% Net Interest Margin for 2011 =
Slide 13: Loan Growth
Loan Growth $4,000 70.00% $3,500 65.00% $3,000 60.00% $2,500 55.00% $2,000 50.00% $1,500 45.00% $1,000 Loans 40.00% $500 Loan / Deposit 35.00% Ratio $0 30.00% 2004 2005 2006 2007 2008 2009 2010 4Q10 4Q11 13 $ in millions
Slide 14: Pro Forma Loan Composition
Pro Forma Loan Composition Prosperity Bancshares, Inc. American State Financial Corporation Pro Forma Home Home Home Agriculture Agriculture Equity Equity Equity 3.5% 0.6% 4.3% Agriculture 3.1% 3.9% 4.5% Consumer Consumer Consumer 5.5% 2.9% 2.1% 1-4 Family 1-4 Family Residential Residential Commerci
Slide 15: Asset Quality – NPA / Loans + OREO
Asset Quality – NPA*/ Loans + OREO * Includes loans past due 90 days and still accruing 5.00% PRSP NPA*/Loans + OREO Peer NPA*/Loans + OREO 4.50% 3.91% 3.91% 4.00% 3.63% 3.50% 2.95% 3.00% 2.50% 2.26% 2.30% 2.30% 2.00% 1.50% 1.02% 1.18% 0.97% 0.83% 1.00% 0.84% 0.70% 0.38% 0.49% 0.48% 0.45% 0.50% 0.13
Slide 16: Asset Quality – NCO / Average Loans
Asset Quality – NCO/ Average Loans (Annualized) 1.80% PRSP NCO / Loans Peer NCO / Loans 1.60% 1.40% 1.29% 1.20% 1.00% 0.96% 0.97% 0.80% 0.63% 0.61% 0.60% 0.48% 0.40% 0.41% 0.54% 0.40% 0.32% 0.30% 0.23% 0.20% 0.19% 0.18% 0.23% 0.22% 0.19% 0.20% 0.08% 0.06% 0.14% 0.08% 0.03% 0.04% 0.04% 0.13% 0.00% 20
Slide 17: KBW Conference 3/1/12
KBW Conference 3/1/12
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