Wesbanco, Inc. · NASDAQ:WSBC
Wesbanco — Merger or Acquisition (November 2017)
18 slides from Wesbanco's merger presentation, Nov 13, 2017
Slide 1: Acquisition of First Sentry Bancshares, Inc.
Acquisition of First Sentry Bancshares, Inc. 14 November 2017 Exhibit 99.1
Slide 2: Forward-Looking Statements
Matters set forth in this presentation contain certain forward-looking statements, including certain plans, expectations, goals, and projections, and including statements about the benefits of the proposed Merger between WesBanco, Inc. (the “Company”, “WesBanco” or “WSBC”) and First Sentry Bancshare
Slide 3: Transaction Highlights
Transaction Highlights Solidifies WesBanco’s position in the Huntington-Charleston corridor Very strong deposit market share in the Huntington-Ashland MSA Bridges the market gap between Charleston, West Virginia and Southeast Ohio Strong local leadership to remain in place Geoffrey Sheils, FTSB Pres
Slide 4: Consideration and deal terms
Consideration(1) FTSB shareholders shall receive 1.5869 shares of WSBC common stock 100% stock consideration FTSB option holders to receive the difference between $64.00 and the option strike price Implied consideration of $64.00 per share, or approximately $101.4 million in total Management and Boa
Slide 5: Stronger Position in the Huntington-Charleston Corridor
FTSB WSBC Strategic Rationale Note: location and financial data as of 9/30/17 (source: S&P Global) (1) Excludes loans held for sale FTSB Pro-Forma Loan and Deposit Contribution % of WSBC PF Loans(1): 6.7% % of WSBC PF Deposits: 6.9% FTSB’s primary market area is the City of Huntington and the Villag
Slide 6: Financial Comparison – September 30, 2017
($MM) Assets $ 9,918 $ 666 Deposits $ 7,101 $ 527 Loans / Deposits 89.8% 86.4% Tangible Common Equity(1) $ 810 $ 50 TCE / TA(1) 8.68% 7.51% Net Income (MRQ) $ 26.4 $ 1.6 Net Interest Margin(2) 3.48% 3.25% Efficiency Ratio(1)(2) 57.0% 53.9% Cost of Total Deposits 0.30% 0.72% ROAA (MRQ) 1.06% 0.96% RO
Slide 7: Pricing and Assumptions
Pricing Metrics: Price / FTSB 9/30/17 TBVPS: 202% Price / FTSB 9/30/17 LTM EPS: 16.6x Price / FTSB MRQ EPS Annualized: 15.4x Core Deposit Premium(1): 12.0% Key Assumptions: Approximately 38% cost savings (75% phased-in during 2018, and 100% thereafter) Gross loan credit mark of $11.8 million Core de
Slide 8: Pricing In-Line with Comparable Deals
Pricing In-Line with Comparable Deals Notes: pricing as of announcement; deal value inclusive of options; source: S&P Global (1) Price to LTM EPS as of 9/30/17 (2) ROAA and ROAE shown on an LTM basis (3) Regional deals (WV, VA, OH, KY) with target banks & thrifts with assets between $500M-$1B, annou
Slide 9: Pro-Forma Capital Ratios Remain Strong
(1) See non-GAAP financial measures for additional information relating to the calculation of this item Pro-Forma Capital Ratios Remain Strong WSBC 9/30/2017 FTSB 9/30/2017 Pro-Forma Tangible Common Equity / Tangible Assets(1) 8.7% 7.5% 8.5% Tier 1 Leverage Ratio 10.2% 8.8% 10.0% Tier 1 Common Ratio
Slide 10: $10 billion asset threshold and acquisition strategy
Will cross the $10 billion asset threshold during the first half of 2018 upon the closing of the merger Approximately $9 million estimated, annual pre-tax income impact from reduced interchange income and additional FDIC expenses Partial impact expected during the second half of 2019 Well-positioned
Slide 11: Summary
Summary Strengthens WesBanco’s franchise by bridging existing markets in Charleston, West Virginia and Southeast Ohio Retention of experienced local management team and key business generators to preserve franchise value High-performing commercial banking franchise with strong deposit growth Opportu
Slide 12: Appendix
WesBareo By all accounts, better. Appendix
Slide 13: Pro-Forma Loan Composition – September 30, 2017
Pro-Forma Loan Composition – September 30, 2017 MRQ Yield on Loans: 4.36% Balance(2): $6,373,049 MRQ Yield on Loans: 4.97% Balance(2): $455,078 MRQ Yield on Loans: 4.40% Balance(2): $6,828,127 Source: S&P Global Represents GAAP loan composition as of 9/30/2017 Excludes loans held for sale Pro-Forma
Slide 14: Pro-Forma Deposit Composition – September 30, 2017
MRQ Cost of Total Deposits: 0.30% Balance: $7,101,025 Pro-Forma Deposit Composition – September 30, 2017 MRQ Cost of Total Deposits: 0.72% Balance: $526,630 MRQ Cost of Total Deposits: 0.33% Balance: $7,627,655 Source: S&P Global (1) Represents GAAP deposit composition as of 9/30/2017 Pro-Forma Comb
Slide 15: Non-GAAP Financial Measures: Efficiency Ratio
Non-GAAP Financial Measures: Efficiency Ratio ($ in thousands) WSBC FTSB 3Q2017 3Q2017 Non-interest expense $ 55,754 $ 3,148 Less: merger-related expense - 10 Non-interest expense excluding merger-related expense 55,754 3,158 Net interest income (FTE) 76,872 5,343 Non-interest income 20,899 520 Net
Slide 16: Non-GAAP Financial Measures: TCE / TA
Non-GAAP Financial Measures: TCE / TA Source: Company management ($ in thousands) WSBC FTSB 3Q2017 3Q2017 Total shareholders’ equity $ 1,394,558 $ 52,340 Less: goodwill and other intangible assets, net of deferred tax liability (584,543) (2,528) Tangible common equity (TCE) 810,015 49,812 Total asse
Slide 17: Non-GAAP Financial Measures: ROATCE
Non-GAAP Financial Measures: ROATCE Source: Company management (1) Tax effected at 35% ($ in thousands) WSBC FTSB 3Q2017 3Q2017 Net income (annualized) $ 104,566 $ 6,446 Plus: merger-related expense (after-tax, annualized) (1) - 40 Plus: amortization of intangibles (after-tax, annualized) (1) 3,154
Slide 18: WesBanco – By all accounts, better.
WesBareo By all accounts, better.