National Bank Holdings Corporation · NYSE:NBHC
National Bank — Merger or Acquisition (April 2022)
15 slides from National Bank's merger presentation, Apr 1, 2022
Slide 1: NBHC to Acquire Bank of Jackson Hole
NBHC to Acquire Bank of Jackson Hole (c) Copyright Statement April 1 st , 2022 Accelerating Rocky Mountain Growth
Slide 2: Forward-Looking Statements
(c) Copyright Statement 2 Forward - Looking Statements This presentation contains “forward - looking statements” within the meaning of the Private Securities Litigation Reform Act of 19 95. Forward - looking statements contain words such as “anticipate,” “believe,” “can,” “would,” “should,” “could,”
Slide 3: About Non-GAAP Financial Measures
(c) Copyright Statement 3 About Non - GAAP Financial Measures Certain of the financial measures and ratios we present, including “tangible book value” and “tangible book value per share” metrics, ar e supplemental measures that are not required by, or are not presented in accordance with, U.S. gener
Slide 4: Well Structured Transaction Drives Value
(c) Copyright Statement 4 Well Structured Transaction Drives Value (1) Based upon market data as of March 31 st , 2022 ~79% stock / ~21% Cash Consideration (1 ) Stock: Fixed Exchange Ratio of 34.2382x Cash: $370.03 per share Structure Transaction Value of $230mm (1) 1.96x Price to Tangible
Slide 5: Creating a Dominant Rocky Mountain Franchise
(c) Copyright Statement 5 Creating a Dominant Rocky Mountain Franchise Low Risk Transaction Comprehensive due diligence completed with low risk loan portfolios and solid credit quality Combined company is an engine for accelerated growth and shareholder value creation Attractive Deployment of Ex
Slide 6: Attractive & Fast Growing Markets
30.4% 8.3% Boise, ID United States Source: S&P Capital IQ (1) Tax foundation (2) www.cnbc.com/2021/07/13/top - states - for - business - Idaho.html (3) https ://www.usnews.com/news/best - states/idaho (c) Copyright Statement 6 Attractive & Fast Growing Markets 9.2% 4.5% Boise, ID United States #1 St
Slide 7: Scale Enhances the NBH Franchise
(c) Copyright Statement 7 Source: S&P Global Market Intelligence. As of December 31, 2021 Note : Excludes pro forma adjustments (dollars in millions) $7,214 $1,599 $8,813 4,513 996 5,509 Total Deposits 6,228 1,452 7,680 Total Loans 78 121 83 Deposits / # of Banking Centers Scale Enhances the NBH Fra
Slide 8: Loan and deposit composition
(c) Copyright Statement 8 Source: S&P Global Market Intelligence. As of December 31, 2021 (1) Loan yields exclude the impact of PPP. (2) Based on MRY yields and excluding the impact of accretion from Non - PCD component of loan mark Loans Deposits Non - Interest Bearing Interest Checking MMDA & Savi
Slide 9: Favorable Wyoming Environment Drives Opportunity
Favorable Wyoming Environment Drives Opportunity Trust and Wealth Partners (c) Copyright Statement 9 Trust Business Drives Recurring Fee Income Source: S&P Global Market Intelligence. As of December 31, 2021 Trust and Wealth Management solution tailored to high net worth individuals Scalable Pri
Slide 10: Enhances Leading Financial Performance
(c) Copyright Statement 10 Enhances Leading Financial Performance Source: S&P Global Market Intelligence. As of December 31, 2021. Transaction metrics based upon market data as of March 31, 2 022 (1) Pro forma returns in 2023, first full year post - closing $8.8B Pro Forma Assets $7.7B Pro Forma Dep
Slide 11: Conservative Transaction Assumptions
(c) Copyright Statement 11 Conservative Transaction Assumptions (1) Based upon market data as of March 31 st , 2022 (2) Revenue enhancement quantified but excluded from proforma analysis Cost Synergies 28% of 2023E NIX Loan Mark 1.76% of loans (21 % PCD) Core Deposit Intangible 0.75% SOYD over 10 ye
Slide 12: Attractive Deployment of Excess Capital
(c) Copyright Statement 12 Attractive Deployment of Excess Capital Strong Financial Performance = Attractive Shareholder Returns Retaining Strong Capital = Optionality for Future Capital Deployment Internal Rate of Return Fully - synergized EPS Accretion 23% 16% Combined Institution is a Platform fo
Slide 13: Comprehensive Due Diligence Completed
(c) Copyright Statement 13 Comprehensive Due Diligence Completed Comprehensive Due Diligence • Credit Risk and Underwriting • Financial and Accounting • Regulatory • Compliance • Cultural Alignment • Internal Audit • Legal • Operational Risk • Technology • Wealth and Trust • Human Resources 91% Tota
Slide 14: Strategically Compelling Rocky Mountain Expansion
(c) Copyright Statement 14 Strategically Compelling Rocky Mountain Expansion Enhanced Growth Driven by Revenue Diversification Expansion into Fast - Growing Western Markets Culturally Aligned with Consistent Risk Management Attractive Financial Returns Low Risk Transaction Attractive Deployment of E
Slide 15: Thank you.
Thank you. (c) Copyright Statement
National Bank Holdings — Merger or Acquisition (April 2022) on 6ix