Stock Yards Bancorp, Inc. · NASDAQ:SYBT
Stock Yards Bancorp — Merger or Acquisition (January 2021)
15 slides from Stock Yards Bancorp's merger presentation, Jan 27, 2021
Slide 1: Merger with Kentucky Bancshares, Inc.
Merger with Kentucky Bancshares, Inc. (OTCQX: KTYB) January 27, 2021
Slide 2: Forward-Looking Statements
Forward-Looking Statements Forward-Looking Statements Certain statements contained in this communication, which are not statements of historical fact, constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements include, but are no
Slide 3: Important Additional Information
Important Additional Information Additional Information Regarding the Proposed Transaction This communication is being made in respect of the proposed merger transaction between Stock Yards and Kentucky Bancshares. S tock Yards will file a registration statement on Form S-4 with the SEC in connectio
Slide 4: Transaction Highlights
Transaction Highlights ► Entry into attractive Central Kentucky markets, including the Lexington MSA (Kentucky’s second largest market), with a scalable franchise bringing $1.2B in assets Accelerates ► Enhances SYBT’s position as the preeminent Kentucky community bank − Pro forma entity has the #7 (
Slide 5: Strategic Expansion Into Central Kentucky
Strategic Expansion Into Central Kentucky Pro Forma Branch Footprint Kentucky Deposit Market Share Number of Deposits in Market Columbus Rank Institution (ST) Branches Market ($M) Share (%) 70 Indianapolis Dayton 1 PNC Financial Services Group (PA) 79 10,618 10.8 2 JPMorgan Chase & Co. (NY) 49 7,872
Slide 6: Overview of Kentucky Bancshares, Inc.
Overview of Kentucky Bancshares, Inc. Company Highlights Branch Footprint Headquarters Paris, KY KTYB (19) 75 Total FTEs 236 Cy nthiana Founded 1851 Georgetown Ticker KTYB (OTCQX) Paris Morehead (1) Market Capitalization ($M) $113 64 Versailles Balance Sheet Highlights 12/31/20 Lexington-Fayette San
Slide 7: Complementary Franchises
Complementary Franchises Pro Forma(1) Multifamily 6% Consumer Multifamily C&I C&I 3% 4% 38% C&I Non-O.O. 11% 33% Consumer CRE Multifamily 1% 14% Other Other Consumer 3% 7% 1% Construction Non-O.O. 2% Loan $3.5B $0.8B 2% Other Construction O.O. CRE CRE $4.3B Portfolio Non-O.O. CRE 8% 19% 19% 2% Const
Slide 8: Transaction Overview
Transaction Overview ► Approximately $190 million deal value, or $31.78 per KTYB share(1) Consideration ► 0.640 shares of SYBT common stock and $4.75 per share in cash for each KTYB share ► Stock / cash mix ~85% / ~15% ► Price / Tangible Book Value Per Share: 1.65x Key Pricing ► Price / 2020 EPS: 16
Slide 9: Key Merger Assumptions & Financial Impact
Key Merger Assumptions & Financial Impact ► ~26.5% cost savings, 50% realized in remainder of 2021 and 100% thereafter ► Revenue synergies identified, but not included in financial modeling Key ► Pre-tax one-time restructuring charges of ~$26.8 million, 100% modeled against equity at close Assumptio
Slide 10: Comprehensive Due Diligence
Comprehensive Due Diligence ► SYBT is an experienced acquirer; third transaction since 2012 Disciplined Acquiror ► Long track record of growing earnings and tangible book value ► Comprehensive and collaborative process including business, operational, credit, financial, legal, HR and regulatory ► Ex
Slide 11: Transaction Highlights
Transaction Highlights Natural extension of existing footprint into attractive Central Kentucky markets Builds upon strengths and enhances scale, profitability and performance Attractive financial returns with strong EPS accretion and short tangible book value earnback Further diversifies co
Slide 12: Appendix
Appendix STOCK YARDS BANCORP, INC. Page 12
Slide 13: Illustrative Earnings Per Share Impact
Illustrative Earnings Per Share Impact 2022E GAAP EPS ($ in millions, except per share) Accretion SYBT 2022E Consensus Mean Net Income Estimate $53.1 KTYB 2022E Net Income Estimate 10.0 After-Tax Transaction Adjustments: Cost Savings (100% Realized in 2022) $7.6 Accretion of Non-PCD Credit Mark ("Do
Slide 14: Illustrative Tangible Book Value Per Share Impact
Illustrative Tangible Book Value Per Share Impact Tangible Book Value Dilution Intangibles Created Millions of $ Millions $ Millions Shares $ Per Share Deal Value $189.5 SYBT Standalone KTYB TCE at Close (4) $117.4 SYBT Tangible Book Value at December 31, 2020 $426.2 22.7 $18.78 ( + ) KTYB After-Tax
Slide 15: Strong Pro Forma Reserve Coverage
Strong Pro Forma Reserve Coverage Illustrative Pro Forma As If Completed December 31, 2020 ($ in millions) SYBT KTYB Pro Forma Loan Balances $2,981.4 $725.4 $3,706.8 (ex. PPP) (1) SYBT Allowance for $51.9 Credit Losses Credit Mark and CECL (2) $22.0 Reserve Combined Existing ACL plus Credit Mark $73
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