Attached files
| file | filename |
|---|---|
| 8-K - FORM 8-K - BANK OF THE OZARKS INC | d665956d8k.htm |
| EX-99.1 - EX-99.1 - BANK OF THE OZARKS INC | d665956dex991.htm |
| EX-2.1 - EX-2.1 - BANK OF THE OZARKS INC | d665956dex21.htm |
| EX-2.2 - EX-2.2 - BANK OF THE OZARKS INC | d665956dex22.htm |
| EX-99.3 - EX-99.3 - BANK OF THE OZARKS INC | d665956dex993.htm |
 Acquisition of Summit Bancorp, Inc.
January 30, 2014
Exhibit 99.2 |
 Forward Looking Information
This press release contains certain forward-looking information about the Company that is
intended to be covered by the safe harbor for “forward-looking statements”
provided by the Private Securities Litigation Reform Act of 1995. All statements other than
statements of historical fact are forward-looking statements. In some cases, you
can identify forward-looking statements by words such as “may,” “hope,” “will,” “should,” “expect,” “plan,” “anticipate,” “intend,” “believe,”
“estimate,” “predict,” “potential,” “continue,”
“could,” “future” or the negative of those terms or other words of similar meaning. These forward-looking statements include, without limitation,
statements relating to the terms and closing of the proposed transaction with Summit, the
proposed impact of the merger on the Company’s financial results, including any
expected increase in the Company’s book value and tangible book value per share and any expected increase in diluted earnings per common share, acceptance by
Summit’s customers of the Company’s products and services, the opportunities to
enhance market share in certain markets, market acceptance of the Company generally in
new markets, expected cost savings and merger related costs, and the integration of Summit’s operations. You should carefully read forward-looking statements,
including statements that contain these words, because they discuss the future expectations or
state other “forward-looking” information about the Company. Such
statements involve inherent risks and uncertainties, many of which are difficult to
predict and are generally beyond the control of the Company. Forward-looking
statements speak only as of the date they are made and the Company assumes no duty to update
such statements. In addition to factors previously disclosed in reports filed by the
Company with the SEC, additional risks and uncertainties may include, but are not limited to: the possibility that any of the anticipated benefits of the
proposed merger will not be realized or will not be realized within the expected time period;
the risk that integration of Summit’s operations with those of the Company will be
materially delayed or will be more costly or difficult than expected; the inability to complete the merger due to the failure of Summit’s shareholders to adopt the
merger agreement; the failure to satisfy other conditions to completion of the merger,
including receipt of required regulatory and other approvals; the failure of the
proposed merger to close for any other reason; the effect of the announcement of the merger on
customer relationships and operating results; dilution caused by the Company’s
issuance of additional shares of its common stock in connection with the merger; the possibility that the merger may be more expensive to complete than
anticipated, including as a result of unexpected factors or events; and general competitive,
economic, political and market conditions and fluctuations.
Annualized, pro forma, projected and estimated numbers are used for illustrative purposes only,
are not forecasts and may not reflect actual results.
ADDITIONAL INFORMATION
The Company intends to file a registration statement on Form S-4 with the Securities and
Exchange Commission (“SEC”) to register the Company’s shares that will be
issued to Summit’s shareholders in connection with the transaction. The
registration statement will include a joint proxy statement/prospectus and other relevant
materials in connection with the proposed merger transaction involving the Company and
Summit. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION
STATEMENT, JOINT PROXY/PROSPECTUS WHEN IT BECOMES AVAILABLE (AND ANY OTHER DOCUMENTS FILED WITH THE SEC IN CONNECTION WITH THE
TRANSACTION OR INCORPORATED BY REFERENCE INTO THE JOINT PROXY/PROSPECTUS) BECAUSE SUCH
DOCUMENTS WILL CONTAIN IMPORTANT INFORMATION REGARDING THE PROPOSED MERGER
TRANSACTION. Investors and security holders may obtain free copies of these documents and other documents filed with the SEC
This communication does not constitute an offer to sell or the solicitation of an offer to buy
any securities or a solicitation of any vote or approval, nor shall there be any sale
of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such
jurisdiction.
Company’s
website
at
http://www.bankozarks.com, Investor
Relations,
or
by
contacting
Susan
Blair
at
(501)
978-2217.
on
the
SEC’s
website
at
http://www.sec.gov.
Investors
and
security
holders
may
also
obtain
free
copies
of
the
documents
filed
with
the
SEC
by
the
Company
at
the |
 Transaction Overview
1
The price may be adjusted downward to the extent, among other things, Summit’s
consolidated net book value at closing (as adjusted) falls below $135,000,000. Exchange
ratio will be based on OZRK’s ten-day average closing price as of the fifth business day prior to closing
ranging between a ceiling of $72.63 and a floor of $43.58.
2
Based on Summit’s unaudited consolidated financial information as of December 31,
2013. Transaction
Purchase Price
Valuation Multiples
Required Approvals
Timing
Bank of the Ozarks, Inc. (“OZRK”) entered into a definitive
agreement and plan of merger with Summit Bancorp, Inc.
(“Summit”) headquartered in Arkadelphia, Arkansas
Summit shareholder approval
Customary regulatory approvals
Expected closing in late second quarter of 2014
Approximately 1.6x book value and tangible book value²
Approximately 15.8x 2013 net income²
$216,000,000 with a minimum of 80% stock consideration
and the balance in cash
1 |
 Strategic Acquisition
Financially
Attractive
Strategic
Expansion
Low Risk
Tangible
Book
Value
by
approximately
$0.50
to
$0.60
per
share
Book
Value
by
approximately
$3.00
to
$3.25
per
share
EPS
by
approximately
$0.25
to
$0.30
during
the
first
12
months
Expected
to
be
accretive
to:
Total assets of $1.2 billion
Total loans of $778 million
, total deposits of $994 million
2
24 offices in nine Arkansas counties
Comprehensive due diligence process
In-market transaction with a familiar customer base
High-performing; minimal historical credit losses
2
2
1
1
1
1
Assumes OZRK’s ten-day average closing stock price of $58.10 (closing price as of
January 29, 2014) and election of 80% stock consideration by Summit shareholders.
Amounts also based on OZRK’s financial information as of December 31, 2013
disclosed in our press release dated January 16, 2014. 2
Obtained from Summit’s unaudited consolidated financial information as of
December 31, 2013. |
 Key
Assumptions Cost Savings
Purchase Accounting
Assumptions
System Conversion
Merger Related
Costs
Fourteen offices located within two miles of an OZRK office, including
nine offices within one mile of an OZRK office
Expected loan mark of approximately 4% of total loans
Expected ORE mark of approximately 30%
Anticipated system conversion during the fourth quarter of 2014
Expected
non-interest
expense
savings
of
25%-30%
in
first
12
months
Expected
non-interest
expense
savings
in
the
mid-30%
range
thereafter
Expected
to
be
$4
million
on
a
pre-tax
basis |
 |
 California
Los
Angeles
Texas
Alabama
Georgia
South Carolina
North Carolina
Florida
New York
Little Rock
Austin
Dallas
Dawsonville
Cartersville
Atlanta
Dallas
Valdosta
Bainbridge
Brunswick
Savannah
Bluffton
Wilmington
Charlotte
Shelby
Mobile
Geneva
Bradenton
Palmetto
Ocala
San Antonio
Houston
Arkansas
Texarkana
Offices By State:
Arkansas
90
Georgia
28
Texas
21
North Carolina
16
Florida
5
Alabama
3
South Carolina
1
New York
1
California
1
TOTAL
166
7
OZRK Offices
Summit Offices
OZRK Planned Offices
(including OmniBank)
New York
A Powerful Regional Franchise
with more offices on the way |
 Highly Complimentary Franchises
Similar
culture
–
comfortable
transition
Addition of talented Summit team
Significant
presence
in
new
Arkansas
markets
–
Arkadelphia,
Malvern,
Magnolia and Hope
Combination
to
result
in
top
or
near-top
market
share
–
Saline
and
Garland
counties (Benton, Bryant, Hot Springs, Hot Springs Village)
Summit
Fort
Smith
loan
production
office
team
–
instantly
has
a
branch
network and strengthens OZRK Fort Smith team that is currently short-staffed
Summit
Conway
team
–
enhances
OZRK
Conway
team
that
is
currently
short-
staffed
Summit
Little
Rock
team
–
complements
OZRK
strong
position
in
Little
Rock
Summit consumer loan platform and processes may be a model for OZRK to
adopt
Trust and Mortgage operations should consolidate nicely providing valuable
scale to both teams |
 Summary
Franchises are highly complimentary
Pro
forma
total
assets
of
$6.3
billion
Immediately accretive to tangible book
value and accretive to diluted earnings per
share in the first 12 months and thereafter
Eleventh acquisition announced by OZRK
since March 2010 and the largest in our
history
1
1
Includes total consolidated assets of OZRK as of December 31, 2013 disclosed in our press
release dated January 16, 2014, unaudited consolidated total assets of Summit as of
December 31, 2013 and unaudited total assets of OMNIBANK, N.A. as of December 31 2013,
which is expected to close in March of 2014. |