Ameris Bancorp · NYSE:ABCB
Ameris Bancorp — Merger or Acquisition (May 2013)
16 slides from Ameris Bancorp's merger presentation, May 2, 2013
Slide 1: Acquisition of Prosperity Banking Company
Acquisition of Prosperity Banking Company May 2, 2013
Slide 2: Cautionary Statements
Cautionary Statements This presentation contains certain performance measures Company. These capital measures may, or may not be determined by methods other than in accordance with necessarily comparable to similar capital measures that may be accounting principles generally accepted in the United S
Slide 3: Transaction Rationale
Transaction Rationale • Adds to our growing Northeast Florida presence Franchise • Higher-growth Florida markets represent a natural connection with our current footprint Accretive • Opportunity to become one of a few mid-sized community banks in the Jacksonville MSA • 20+% accretive to EPS Financia
Slide 4: Summary of Transaction Terms
Summary of Transaction Terms Acquiror: Ameris Bancorp (NASDAQ: ABCB) Target: Prosperity Banking Company (Private) (1) Transaction Value: $15.7 million Consideration Mix: Up to 50% cash at shareholder election Per Share Consideration: 3.125 shares ABCB stock or $41.50 in cash per each Prosperity shar
Slide 5: Transaction Assumptions
Transaction Assumptions Assumptions • 30% Cost Savings • 25% realized in 2013 and 100% thereafter Merger-Related Expenses • $7.0 million after-tax • Gross credit mark to loans and OREO of $40.1 million Credit Mark • 8.2% mark to loans, 22.5% mark to OREO Revenue Synergies • None assumed Core Deposit
Slide 6: Credit Due Diligence
Credit Due Diligence Credit Diligence Process • Comprehensive review process for Prosperity’s loans and OREO portfolios • Experienced credit review team + Ameris has reviewed over $3.0 billion of loans and OREO through the evaluation of 30 FDIC transactions • Completed 10 FDIC-assisted acquisitions
Slide 7: Prosperity's Core Earnings Ability
Prosperity’s Core Earnings Ability • Transaction will allow Ameris to unlock Prosperity’s core earnings ability • Significant expense savings opportunities 2012 Core Earnings Reconciliation ($mm) $10.0 $8.0 $6.0 $4.0 $2.0 $0.0 2012 Pre-Tax Net Add Back: Provision Less: Gain on Adjusted Pre-Tax Net L
Slide 8: Financial Impact
Financial Impact Transaction Impact • 20+% EPS accretion • Accretive to tangible book value in approximately 3.25 years • TCE / TA back above 7.0% within 1 quarter Pro Forma at Current Close(1) TCE / TA 8.8 % 6.8 % Tier 1 Leverage Ratio 10.9 9.0 Tier 1 Risk-Based Ratio 17.5 14.2 Total Risk-Based Rat
Slide 9: Overview of Pro Forma Franchise
Overview of Pro Forma Franchise Pro Forma Highlights (1) Greenville Assets …………………………… $3.6 billion Columbia Loans …………………………… 2.5 Atlanta Deposits …………………………… 3.0 Branches…………………………… 69 Charleston Montgomery • Natural market extension Savannah adds meaningful scale • Improves the value of our Moult
Slide 10: Strengthened Presence in Key Markets
Strengthened Presence in Key Markets Jacksonville Deposit MSA Market Share • Leverages our presence in the Deposits Market Jacksonville and St. Augustine Rank Institution ($mm) Share Branches 1 Bank of America Corp. $20,865 45.5 % 37 markets 2 3 EverBank Financial Corp Wells Fargo & Co. 9,865 5,514
Slide 11: Increasing Our Focus on Florida
Increasing Our Focus on Florida Standalone Pro Forma Deposits by State ($mm) Unemployment Rate (%) ‘12 –’17 Pop. Growth (%) Proj. 2017 Median HHI ($) Source: SNL Financial; deposit data as of 6/30/12 (1) Market demographics deposit-weighted by county 11
Slide 12: Strong Core Funding
Strong Core Funding Ameris Prosperity Pro Forma Ameris Cost of Deposits: 0.36% Prosperity Cost of Deposits: 0.24% Dollars in millions Source: SNL Financial; regulatory deposit composition as of 12/31/12 Note: Jumbo time deposits defined as time deposits greater than $100,000 12
Slide 13: Conclusion
Conclusion • Transformational opportunity • Financially attractive for our shareholders • Compelling strategic rationale • Significant presence in meaningful markets • Compatible community banking model 13
Slide 14: Appendix: Additional Information
Appendix: Additional Information
Slide 15: Overview of Prosperity Banking Company
Overview of Prosperity Banking Company Company Highlights Financial Highlights • Headquartered in St. Augustine, Florida Total Assets …………………………… $741.7 million • Founded in 1984 • 12 branch Florida footprint Total Loans …………………………… 463.7 + Jacksonville MSA (5) + Panama City MSA (3) + Palatka MSA (2
Slide 16: Pro Forma Loan Composition
Pro Forma Loan Composition Ameris Prosperity Pro Forma(1) Ameris Yield on Loans: 5.85% Prosperity Yield on Loans: 5.53% Dollars in millions Source: SNL Financial; regulatory loan composition as of 12/31/12 (1) Excludes purchase accounting adjustments 16