Nicolet Bankshares Inc. · NYSE:NIC
Nicolet Bankshares — Merger or Acquisition (September 2015)
18 slides from Nicolet Bankshares's merger presentation, Sep 9, 2015
Slide 1: Investor Presentation: Creating the Premier Wisconsin Community Bank
Investor Presentation September 9, 2015 Creating the Premier Wisconsin Community Bank
Slide 2: Forward-Looking Statement Disclosure
Forward - Looking Statement Disclosure Creating the Premier Wisconsin Community Bank This report contains forward - looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, whic h Congress passed in an effort to encourage companies to provide information about t
Slide 3: Important Information for Investors
Important Information for Investors Creating the Premier Wisconsin Community Bank This communication relates to the proposed merger transaction involving Nicolet and Baylake . In connection with the proposed merger, Nicolet and Baylake will file a joint proxy statement/prospectus on Form S - 4 and o
Slide 4: Transaction Highlights
Transaction Highlights ▪ Creates the leading community bank in the Green Bay MSA and Door County ▪ 3 rd largest Wisconsin - based community bank by deposit market share ▪ Combined franchise is positioned for long term growth with the size and scale to compete more effectively in the current market ▪
Slide 5: Enhancing Scale in Northern Wisconsin
Enhancing Scale in Northern Wisconsin 5 Creating the Premier Wisconsin Community Bank Nicolet Bankshares (21) Baylake Corp. (24)¹ Source: SNL Financial; ¹ includes Baylake’s pending acquisition of Union State Bank
Slide 6: Transaction Overview
Transaction Overview 6 Creating the Premier Wisconsin Community Bank ¹Ownership assumes impact of stock options, restricted stock and pending acquisition of Union State Bank by Baylake ²Based on Nicolet closing price of $[ ] on 9/8/15. Does not include $0.40 per share dividend paid to Baylake shareh
Slide 7: Nicolet and Baylake at a Glance
Nicolet and Baylake at a Glance 7 Creating the Premier Wisconsin Community Bank Source: SNL Financial; market data as of 9/8/2015; financial data in $millions and as of 6/30/2015 Note: Baylake financial information as of 6/30/15; does not include any impact of pending acquisition of New Bancshares,
Slide 8: Nicolet Bankshares Financial Highlights
Nicolet Bankshares 8 Creating the Premier Wisconsin Community Bank Financial Highlights ($millions) ▪ Commercially focused bank since inception. Commercial & Industrial and owner occupied CRE loans comprise more than 50% of the loan portfolio ▪ Established track record of organic asset generation ▪
Slide 9: Baylake Corp. Financial Highlights
Baylake Corp. 9 Creating the Premier Wisconsin Community Bank Financial Highlights ($millions) ▪ For more than 139 years, Baylake has been providing financial solutions to individuals and businesses in Northeast Wisconsin ▪ Longstanding ties as the community bank of choice in Door County and Kewaune
Slide 10: Building Market Share
Building Market Share 10 Creating the Premier Wisconsin Community Bank ▪ Strong pro forma market share in Wisconsin - $1.8 billion in deposits and over 40 branches ▪ Creates the 3 rd largest community bank in Wisconsin Source: SNL Financial; deposit market share data as of 6/30/2014 and includes Bay
Slide 11: Combined Board and Management Team
Combined Board and Management Team 11 Creating the Premier Wisconsin Community Bank Combined Board Robert B . Atwell is the founding CEO of Nicolet National Bank, bringing 22 years of experience as a community banker in Northeastern Wisconsin and Upper Michigan . He is a graduate of Beloit College (
Slide 12: Combining Complementary Businesses
Combining Complementary Businesses 12 Creating the Premier Wisconsin Community Bank Stable, Low Cost Deposit Base ▪ 62% market share in Door County ▪ 41% market share in Kewaunee County ▪ 18 bps cost of deposits Mortgage Origination ▪ Over $330 million in production since 2014 Traditional Community
Slide 13: Strong Core Funding
Strong Core Funding 13 Creating the Premier Wisconsin Community Bank Total Deposits: $1,000.0 Cost: 0.51% Total Deposits: $758.6 Cost: 0.18% Nicolet Bankshares , Inc. Baylake Corp. Pro Forma Company Total Deposits: $1,758.6 Cost: 0.37% Source: SNL Financial; financial data in millions and for the si
Slide 14: Diversified Loan Portfolio
Diversified Loan Portfolio 14 Creating the Premier Wisconsin Community Bank Total Loans: $887.1 Yield: 5.14% Total Loans: $687.3 Yield: 4.35% Nicolet Bankshares , Inc. Baylake Corp. Pro Forma Company Total Loans: $1,574.5 Yield: 4.80% Source: SNL Financial; financial data in millions and for the six
Slide 15: Comprehensive Due Diligence and Credit Review
Comprehensive Due Diligence and Credit Review 15 Creating the Premier Wisconsin Community Bank Due Diligence Highlights Credit Review ▪ Comprehensive reciprocal due diligence process including core systems , legal and credit » Both organizations use the same core processing software through United F
Slide 16: Compelling Pro Forma Valuation
Compelling Pro Forma Valuation 16 Creating the Premier Wisconsin Community Bank Price / Tangible Book Value Price / LTM EPS 1.18x 1.55x 1.56x 1.61x BYLK NCBS MW Peers Median National Peers Median Nationwide peers include banks with assets between $2.0bn - $ 3.0bn , ROAA > .75% and NPAs/Total Assets
Slide 17: Unlocking Shareholder Value
Unlocking Shareholder Value 17 Creating the Premier Wisconsin Community Bank
Slide 18: Summary
Summary 18 Creating the Premier Wisconsin Community Bank ▪ Creates Wisconsin’s premier community bank ▪ Combined franchise is positioned for long term growth with the size and scale to compete more effectively in the current market ▪ Attractive financial returns for all shareholders ▪ Meaningfully a
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