Ameris Bancorp · NYSE:ABCB
Ameris Bancorp — Merger or Acquisition (October 2015)
21 slides from Ameris Bancorp's merger presentation, Oct 1, 2015
Slide 1: Acquisition of Jacksonville Bancorp, Inc.
Acquisition of Jacksonville Bancorp, Inc. October 1, 2015
Slide 2: Forward-Looking Statements
Forward - Looking Statements 2 This presentation contains “forward - looking statements” as defined in the Private Securities Litigation Reform Act of 1995. In general, forward - looking statements usually use words such as “may,” “believe,” “expect,” “anticipate,” “intend,” “will,” “should,” “plan,
Slide 3: Additional Information
Additional Information 3 Additional Information and Where to Find It This communication is being made in respect of the proposed merger transaction involving Ameris and Jacksonville. This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a so
Slide 4: Overview of Pro Forma Franchise
Jacksonville Savannah Charleston Atlanta Greenville Tallahassee Montgomery Columbia Overview of Pro Forma Franchise 4 Pro Forma Highlights (1) Financial data as of 6/30/15 Branch count excludes one JAXB cyber branch; pro forma for announced branches consolidation (1) Excludes purchase accounting adj
Slide 5: Transaction Rationale
5 • Experienced Southeast acquiror – 14 deals in the last 6 years • Thorough due diligence process completed with over 70% of the total loan and OREO portfolios reviewed • Leverages management experience and infrastructure in Jacksonville Transaction Rationale Strategic Rationale Financially Accreti
Slide 6: Transaction terms
Acquiror: Ameris Bancorp (Nasdaq: ABCB) Target: Jacksonville Bancorp (Nasdaq: JAXB) AggregateTransaction Value: (1) $96.6 million Fixed Consideration Mix: 75% stock / 25% cash Fixed Exchange Ratio for Stock Consideration : 0.5861x Per Share Cash Consideration: $16.50 Indicative Price per Share: (2)
Slide 7: Strengthened Presence in Metro Market
3.3% 5.5% 0.0% 1.5% 3.0% 4.5% 6.0% ABCB JAXB $44,304 $51,295 $40,000 $43,000 $46,000 $49,000 $52,000 ABCB JAXB Strengthened Presence in Metro Market 7 • Leverages our presence in the Jacksonville market + On a pro forma basis, Ameris is the largest community bank in the Jacksonville MSA Jacksonville
Slide 8: Jacksonville Market Highlights
• Over 10 colleges and universities and 1.5 million residents • Primary market drivers include advanced transportation, financial services, and health and life sciences • 3 major interstates and railroads and 3 deep water ports • Top 50 places for Business and Careers – Forbes • Second biggest growt
Slide 9: Increasing Presence Along the Coast
Non - Coastal Deposits $1,250 70% Coastal Deposits $543 30% Non - Coastal (61) Coastal (40) Non - Coastal Deposits $2,403 55% Coastal Deposits $1,967 45% Increasing Presence Along the Coast 9 12/31/2009 Today (1) Source: SNL Financial Dollars in millions Coastal branches are defined as branches with
Slide 10: Improved Demographics Along the Coast
Improved Demographics Along the Coast 10 ≤ 0% 0.1% - 0.3% 0.4% - 1.2% (US: 0.7%) 1.3% - 2.5% ≥ 2.6% 1 - Year Projected Population Growth 5 - Year Projected Population Growth (1) Map Key Source: SNL Financial (1) Includes select coastal markets of operation; 5 - year projected population growth betwe
Slide 11: Increasing Our Focus on Florida
GA $1,719 66% FL $393 15% AL $198 8% SC $278 11% GA $2,432 54% FL $1,539 34% AL $189 4% SC $352 8% GA $2,432 49% FL $1,965 40% AL $189 4% SC $352 7% Increasing Our Focus on Florida 11 Source: SNL Financial (1) Historical data as of the quarter prior to acquisition of Prosperity Banking Company (2) T
Slide 12: Credit Due Diligence
Credit Due Diligence 12 Credit Diligence Process • Comprehensive review process for JAXB’s loans and OREO portfolios • Experienced credit review team + Ameris has reviewed over $3.0 billion of loans and OREO through the evaluation of 30 FDIC transactions • Completed ten FDIC - assisted acquisitions,
Slide 13: Transaction Assumptions
Transaction Assumptions 13 Assumptions • 30% of JAXB’s noninterest expense • 75% realized in 2016 and 100% thereafter • 1.5% of transaction accounts • $7.0 million after - tax • Identified, but not included • Gross credit mark to loans and OREO of $21.5 million • 5.0% mark to loans , 25.0% mark to O
Slide 14: Financial Impact
Ameris current capital ratios as of 6/30/15 (1) Estimated pro forma capital ratios at close ; assumes transaction is 100% stock consideration Financial Impact 14 Transaction Impact • Immediate EPS accretion once cost savings are fully realized • No revenue synergies assumed in pro forma results but
Slide 15: Benefits to Our Stakeholders
Benefits to Our Stakeholders • Strategically compelling transaction that immediately enhances shareholder value • Benefit from increased liquidity and dividend for JAXB’s shareholders • Transaction materially increases long - term growth prospects in both assets and earnings per share 15 Shareholder
Slide 16: Conclusion
Conclusion 16 • Financially attractive for the combined shareholder base • Enhances current footprint in a high - growth Southeastern market • Compatible community banking model
Slide 17: Appendix: Additional Information
Appendix: Additional Information
Slide 18: Overview of Jacksonville Bancorp, Inc.
Overview of Jacksonville Bancorp, Inc. 18 • Headquartered in Jacksonville, FL • Founded in 1999 • 8 branch Florida footprint Company Highlights Pro Forma Footprint Financial Highlights ABCB JAXB Source: SNL Financial; financial data as of 6/30/15 Note: Map excludes Ameris’ branches in Alabama, Georg
Slide 19: Pro Forma Deposit Composition
Demand Deposits 28% NOW Accounts 20% Money Market & Savings 32% Retail Time Deposits 10% Jumbo Time Deposits 9% Demand Deposits 28% NOW Accounts 8% Money Market & Savings 36% Retail Time Deposits 6% Jumbo Time Deposits 23% Demand Deposits 28% NOW Accounts 19% Money Market & Savings 32% Retail Time D
Slide 20: Pro Forma Loan Composition
C&D 8% 1 - 4 Family 35% Multifamily 2% Owner - Occupied CRE 16% Non Owner - Occupied CRE 24% C&I 6% Consumer & Other 8% C&D 7% 1 - 4 Family 18% Multifamily 3% Owner - Occupied CRE 27% Non Owner - Occupied CRE 28% C&I 16% Consumer & Other < 1% C&D 8% 1 - 4 Family 34% Multifamily 2% Owner - Occupied C
Slide 21: Branch Overlap Detail
Branch Overlap Detail 21 Jacksonville MSA 1.12 miles 3.68 miles 2.55 miles ABCB JAXB Source: SNL Financial Distances shown for JAXB branches within five miles of an ABCB branch Map excludes six ABCB branches also located in the Jacksonville MSA, one JAXB cyber branch 1.62 miles 4.75 miles
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