Attached files
| file | filename |
|---|---|
| 8-K - FORM 8-K - IBERIABANK CORP | d8k.htm |
| EX-99.1 - EXHIBIT 99.1 - IBERIABANK CORP | dex991.htm |
| EX-10.1 - EXHIBIT 10.1 - IBERIABANK CORP | dex101.htm |
| EX-99.3 - EXHIBIT 99.3 - IBERIABANK CORP | dex993.htm |
 Acquisition of OMNI BANCSHARES, Inc.
February 22, 2011
Exhibit 99.2 |
 Safe Harbor And 425 Language
2
Statements
contained
in
this
presentation
which
are
not
historical
facts
and
which
pertain
to
future
operating
results
of
IBERIABANK
Corporation
and
its
subsidiaries
constitute
“forward-looking
statements”
within
the
meaning
of
the
Private
Securities
Litigation
Reform
Act
of
1995.
These
forward-looking
statements
involve
significant
risks
and
uncertainties.
Actual
results
may
differ
materially
from
the
results
discussed
in
these
forward-looking
statements.
Factors
that
might
cause
such
a
difference
include,
but
are
not
limited
to,
those
discussed
in
the
Company’s
periodic
filings
with
the
SEC.
In
connection
with
the
proposed
merger,
IBERIABANK
Corporation
will
file
a
Registration
Statement
on
Form
S-4
that
will
contain
a
proxy
statement/prospectus.
INVESTORS
AND
SECURITY
HOLDERS
ARE
URGED
TO
CAREFULLY
READ
THE
PROXY
STATEMENT/PROSPECTUS
REGARDING
THE
PROPOSED
TRANSACTION
WHEN
IT
BECOMES
AVAILABLE,
BECAUSE
IT
WILL
CONTAIN
IMPORTANT
INFORMATION.
Investors
and
security
holders
may
obtain
a
free
copy
of
the
proxy
statement/prospectus
(when
it
is
available)
and
other
documents
containing
information
about
IBERIABANK
Corporation
and
OMNI
BANCSHARES,
Inc.,
without
charge,
at
the
SEC's
web site at http://www.sec.gov. Copies of the proxy statement/prospectus and
the SEC filings that will be incorporated
by
reference
in
the
proxy
statement/prospectus
may
also
be
obtained
for
free
from
the
IBERIABANK
Corporation
website,
www.iberiabank.com,
under
the
heading
“Investor
Information”.
This
communication
is
not
an
offer
to
purchase
shares
of
OMNI
BANCSHARES,
Inc.
common
stock,
nor
is
it
an
offer
to
sell
shares
of
IBERIABANK
Corporation
common
stock
which
may
be
issued
in
any
proposed
merger
with
OMNI
BANCSHARES,
Inc.
Any
issuance
of
IBERIABANK
Corporation
common
stock
in
any
proposed
merger
with
OMNI
BANCSHARES,
Inc.
would
have
to
be
registered
under
the
Securities
Act
of
1933,
as
amended,
and
such
IBERIABANK
Corporation
common
stock
would
be
offered
only
by
means
of
a
prospectus
complying
with
the
Act. |
 Transaction Rationale
3
Lower-risk, in-market acquisition of a Greater New Orleans-based
community bank Attractive, established client base; complements our
client base Nearly doubles our distribution and market share in the
New Orleans MSA Adds 14 branches and approximately $646 million of
deposits Favorable small business and retail client mix
Enhances our ability to compete and capitalize on current market
dislocation
Significant combination benefits including identified cost savings and
opportunity to utilize our product set
Expected to be immediately accretive to net income and EPS, excluding
one-time merger costs
Partial deployment of proceeds from common stock sold in March 2010
Maintains strong pro forma capital ratios
Anticipated high teens internal rate of return
Companies know one another well
Comprehensive due diligence including detailed credit analysis
Similar cultures and strong business fit
Proven track record of well-priced, well-integrated
transactions Compelling
Strategic
Rationale
Financially
Attractive
Low Risk |
 Transaction Overview
Consideration:
Tax-free, stock-for-stock exchange
Fixed
exchange
ratio
of
0.3313
share
of
IBKC
common
stock
for each OMNI share
(1)
Deal Value:
$40 million
(2)
plus assume $24 million in trust preferred and
holding company debt
Valuation Multiples:
Price / Tangible Book: 1.3x
Core Deposit Premium: 1.8%
Adjusted Core Deposit Premium
(3)
: 6.2%
Due Diligence:
Completed comprehensive due diligence
Detailed loan and securities analysis
Required Approvals:
OMNI shareholder approval
Customary regulatory approvals
Timing:
Expected closing in second quarter of 2011
4
(1) Price collars up 5% (IBKC price greater than $60.53) and down 5% (IBKC price
less than $54.77), at which points the stock consideration to OMNI
shareholders becomes fixed (2) Based on IBKC’s
closing price of $57.17 per share as of February 18, 2011
(3)
Adjusted
core
deposit
premium
calculation
based
on
adjusted
tangible
book
value
which
is
equal
to
stated
tangible
book
value
less
the
after-tax credit mark on loans at close net of allowances
|
 Overview
OMNI BANCSHARES, Inc.
Markets
5
Headquartered in Metairie (suburb
of New Orleans)
Bank founded in 1988 in response
to the need for a community-
oriented, community-involved
financial institution
Focused on needs-based selling to
attract, retain and deepen customer
relationships
Chairman & CEO Jim Hudson was
honored by the ABA as the
Community Banker of the Year for
quickly restoring banking operations
following Hurricane Katrina
13 branches in 5 New Orleans MSA
parishes and 1 branch in Baton
Rouge
Key MSAs: New Orleans, Baton
Rouge
Financial Highlights
Total Loans: $525 million
Total Assets: $735 million
Total Deposits: $646 million
Total Equity: $31 million plus
$15 million trust preferred
At December 31, 2010 |
 Strengthens Our Greater New Orleans Franchise
New Orleans MSA
Rank
Company
Branches
Deposits
Mkt.
Share
1
Capital One
60
$ 8.6 27%
2
Hancock/
Whitney
59
4.5
18
3
JPMorgan
38
4.2
16
4
Regions
34
2.4
9
5
Pro Forma
IBERIABANK
26
1.3
4
5
First NBC
15
1.1
3
6
Fidelity
Homestead
14
0.8
3
7
Gulf Coast
14
0.7
3
8
IBERIABANK
12
0.7
2
9
OMNI BANK
14
0.6
2
10
First Trust
8
0.5
2
6
Source: SNL Financial Deposit Data as of June 2010
IBERIABANK Branches
OMNI Branches |
 Greater New Orleans Area
7
Population: 1.2 million
2010-2015E Population Growth: 9%
Median Household Income: $43,000
2000-2010 HH Income Growth: 21%
2010-2015E HH Income Growth: 6%
Low Unemployment Rate: 7%
An American Fast City 2009 (Fast Company)
#2 employment market in the country
(Manpower)
3rd fastest wage-growth in the USA
(CareerBuilder.com)
8th on list of top cities for relocation
(Forbes.com)
New Orleans MSA Parishes:
Jefferson
Orleans
Plaquemines
St. Bernard
St. Charles
St. James
St. John the Baptist
St. Tammany
Corporate Headquarters or Significant
Operations: Entergy, Pan American Life
Insurance, Pool Corp, Rolls-Royce, Newpark
Resources, AT&T, TurboSquid, iSeatz, IBM,
Navtech, Superior Energy Services, Exxon,
Chevron, BP, Shell
Port of New Orleans is the 5
th
largest port
in the U.S. and one of the busiest in the
world
Top three in the country in oil and gas
production
A top 50 research university, Tulane
University, is located in New Orleans |
 Greater New Orleans/Baton Rouge Distribution
8
Main Office –
Metairie
Deposits: $175 million
Kenner Office
Deposits: $46 million
Mandeville Office (Northshore)
Deposits: $30 million
Harvey Office (West Bank)
Deposits: $38 million
Baton Rouge Office
Deposits: $37 million
Gretna Office (West Bank)
Deposits: $59 million |
 Diligence Scope
Credit Summary
9
Total 44 people over 3 weeks; credit
team was 10 people over 1 week
Reviewed approximately half of the
loan portfolio’s outstanding balances
Sampled 36% of OMNI’s $148 million
1-4 family residential loan portfolio
All loans are in-market loans
Primarily small business, retail and
institutional focus
No industry concentrations
Very granular loan portfolio
Credit mark: approximately $51 million (b/t)
Loan Portfolio Comments
Loan Portfolio Composition
(Include unfunded commitments)
Loans
$ mm
%Total
#Notes
Avg. ($000)
1-4 Family Residential
$148
26%
950
$156
1-4 Family HELOC
13
2
305
43
1-4 Family Construction
38
7
224
168
Construction/Land
53
9
230
230
CRE-Owner Occupied
122
21
306
398
CRE-Non-Owner Occup.
91
16
156
580
CRE-Multifamily
52
9
77
669
C&I
44
8
525
83
Consumer
7
1
741
10
Other Loans
8
1
100
85
Total Loans
$574
100%
3,114
$184 |
 Merger -Related Costs
Costs And Synergies
Merger Considerations
10
Approximately $15 million in costs:
Pay all outstanding Change in Control
agreements totaling $3.4 million
$3.4 million in contract terminations
$1.7 million in severance/retention
$1.4 million lease terminations
$1.3 million in property costs
$3.8 million other merger-related costs
Costs incurred primarily between
merger announcement and conversion
Annual Synergies
Approximately $9 million annually:
$4.6 million in compensation/benefits
$1.9 million IT, equipment, outside services
$0.9 million in legal/professional fees
$1.6 million in other cost savings
No corporate or bank board seats
2 employment & 1 consulting agreement
Convert OMNI stock options to IBKC
options (remain out of the money)
No branch divestitures anticipated
Consolidate aggregate 5 offices |
 Financial Assumptions & Impact
11
Credit Mark:
$51 million, pre-tax; 9% of total OMNI loans
Including prior NCOs, represents cumulative loss of 11% of
OMNI’s legacy portfolio
Other Marks:
Estimated to be immaterial in aggregate
Cost Savings:
Cost savings of approximately $9 million, pre-tax annually
Represents approximately 25% of OMNI’s operating
non-interest expenses
Fully achieved by the second half of 2012
Revenue synergies identified, but not included in
estimates
Merger Related Costs:
Approximately $15 million, pre-tax
Conservative
Financial
Assumptions
Attractive
Financial
Impact
Immediately
accretive
to
net
income
and
EPS,
excluding
impact
of
merger-related
costs
Slightly dilutive to tangible book value per share
Strong pro forma capital ratios: 9% Tangible Common Equity/ TA and 18% Tier
1 RBC High teens IRR, well in excess of our cost of capital
|