![]() BancorpSouth, Inc. Acquisition of Ouachita Bancshares Corporation January 9, 2014 Exhibit 99.1 |
![]() Forward Looking Information Certain statements contained in this presentation and the accompanying slides may not be based on historical facts and are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements may be identified by reference to a future period or by the use of forward-looking terminology, such as “anticipate,” “believe,” “estimate,” “expect,” “foresee,” “may,” “might,” “will,” “intend,” “could,” “would” or “plan,” or future or conditional verb tenses, and variations or negatives of such terms. These forward-looking statements include, without limitation, statements about the terms and closing of the proposed transaction with Ouachita Bancshares Corp., acceptance by customers of Ouachita Bancshares Corp. of BancorpSouth’s products and services, the opportunities to enhance market share in certain markets and market acceptance of BancorpSouth generally in new markets. We caution you not to place undue reliance on the forward-looking statements contained in this news release, in that actual results could differ materially from those indicated in such forward-looking statements as a result of a variety of factors. These factors include, but are not limited to, the ability to obtain required shareholder and regulatory approvals for the merger, the ability of BancorpSouth and Ouachita Bancshares Corp. to close the merger, BancorpSouth’s ability to successfully integrate the operations of Ouachita Independent Bank after the merger, the ability of BancorpSouth to provide competitive services and products in new markets and grow market share in existing markets, the ability of BancorpSouth to assimilate and retain key personnel after the merger, conditions in the financial markets and economic conditions generally, the adequacy of BancorpSouth’s provision and allowance for credit losses to cover actual credit losses, the credit risk associated with real estate construction, acquisition and development loans, losses resulting from the significant amount of BancorpSouth’s other real estate owned, limitations on BancorpSouth’s ability to declare and pay dividends, the impact of legal or administrative proceedings, the availability of capital on favorable terms if and when needed, liquidity risk, governmental regulation and supervision of BancorpSouth’s operations, the short-term and long-term impact of changes to banking capital standards on BancorpSouth’s regulatory capital and liquidity, the impact of regulations on service charges on BancorpSouth’s core deposit accounts, the susceptibility of BancorpSouth’s business to local economic or environmental conditions, the soundness of other financial institutions, changes in interest rates, the impact of monetary policies and economic factors on BancorpSouth’s ability to attract deposits or make loans, volatility in capital and credit markets, reputational risk, the impact of hurricanes or other adverse weather events, any requirement that BancorpSouth write down goodwill or other intangible assets, diversification in the types of financial services BancorpSouth offers, BancorpSouth’s ability to adapt its products and services to evolving industry standards and consumer preferences, competition with other financial services companies, BancorpSouth’s growth strategy, interruptions or breaches in BancorpSouth’s information system security, the failure of certain third party vendors to perform, unfavorable ratings by rating agencies, dilution caused by BancorpSouth’s issuance of additional shares of its common stock to raise capital or acquire other banks, bank holding companies, financial holding companies and insurance agencies,, other factors generally understood to affect the financial results of financial services companies and other factors detailed from time to time in the Company’s press releases and filings with the Securities and Exchange Commission. Forward-looking statements speak only as of the date they were made, and, except as required by law, we do not undertake any obligation to update or revise forward-looking statements to reflect events or circumstances after the date of this presentation. Certain tabular presentations may not reconcile because of rounding. Unless otherwise noted, any quotes in this presentation can be attributed to company management. Any pro forma information presented herein, while helpful in illustrating certain characteristics of the combined companies based on certain assumptions, does not reflect the impact of, for example, asset dispositions or runoff, that may result as a consequence of the business combination and, accordingly, does not attempt to predict or suggest future results. It also does not necessarily reflect what the historical loan composition of the combined operations would have been had the companies been combined as of the date indicated. If not otherwise attributed to a particular source, factual information was obtained or derived from third-party public sources believed by BancorpSouth management to be reliable, but BancorpSouth has not undertaken an independent review to verify the accuracy of this information as of the date of this presentation. To the extent that such information predicts future results, BancorpSouth can make no assurance that such results will occur. In connection with the proposed merger, BancorpSouth, Inc. will file a registration statement on Form S-4 with the Securities and Exchange Commission. Shareholders of BancorpSouth and Ouachita Bancshares Corp. are encouraged to read the registration statement, including the proxy statement/prospectus that will be a part of the registration statement, because it will contain important information about the merger, BancorpSouth and Ouachita Bancshares Corp. After the registration statement is filed with the SEC, the proxy statement/prospectus and other relevant documents will be available for free on the SEC’s web site (www.sec.gov), and the proxy statement/prospectus will also be made available for free from the Corporate Secretary of each of BancorpSouth and Ouachita Bancshares Corp. |
![]() 3 Strategic Rationale Strengthens BancorpSouth’s presence in the Louisiana market Improves overall demographic profile of our Company Similar cultures and operating styles Cost-saving opportunities with current market overlap Meaningful accretion to earnings per share Deploys capital while maintaining BancorpSouth’s well-capitalized position Pro forma deposit market share in Louisiana increases from 11 th to 7 th based on 6/30/13 FDIC market share data Significantly enhances market share in the attractive markets of the I-20 corridor |
![]() Footprint 4 Source: SNL Financial BancorpSouth (256) Ouachita (12) |
![]() 5 Source: SNL Financial Shreveport and Monroe BancorpSouth (7) Ouachita Bancshares (4) BancorpSouth (4) Ouachita Bancshares (6) |
![]() 6 Market Overview Shreveport – Bossier City Shreveport is the third largest city in Louisiana and 109 th largest city in the U.S. Benteler Steel recently broke ground on a $900M manufacturing facility, which is expected to be completed over two phases and add 675 new jobs plus another 1,500 indirect jobs in coming years Bossier Parish is home to Barksdale Air Force Base, which employs over 12,000 people Other major employers include the State of Louisiana, Caddo Public Schools, University Hospital, and the Willis-Knighton Health System. Monroe Home of the University of Louisiana at Monroe, which has approximately 10,000 faculty, staff, and students CenturyLink, a Fortune 500 company and the nation’s third largest telecommunications company, is headquartered in Monroe – currently undergoing expansion to add 800 new jobs by 2015, bringing total local employment to approximately 2,200 Strong healthcare presence led by St. Francis Hospital and Glenwood Hospital – St. Francis is currently undergoing expansion which will bring total employment to 2,500 by late 2014 Other major employers include the Ouachita Parish School Board and Graphic Packaging Corporation Information obtained from third-party public sources |
![]() 7 Deposit Market Share Source: SNL Financial Note: Deposit data as of 6/30/13 Market BXS Market Share Rank 6/30/13 Total BXS Deposits 6/30/13 Percentage of Total Company Deposits BXS Market Share 2013 (%) Ouachita Bancshares Corporation Deposits 6/30/13 Pro Forma Deposits 6/30/13 Pro Forma Percentage of Total Company Deposits Pro Forma Market Share Rank 6/30/13 Pro Forma Market Share 2013 (%) Market YoY Deposit Growth 2013 (%) Mississippi 3 5,069,157 $ 46.4% 10.6% - $ 5,069,157 $ 44.2% 3 10.6% 2.6% Arkansas 7 1,733,083 15.9% 3.3% - 1,733,083 15.1% 7 3.3% -0.5% Louisiana 11 955,359 8.7% 1.0% 533,685 1,489,044 13.0% 7 1.6% 5.3% Tennessee 15 1,184,566 10.8% 1.0% - 1,184,566 10.3% 15 1.0% 0.1% Texas 65 826,576 7.6% 0.1% - 826,576 7.2% 65 0.1% 8.9% Alabama 13 824,116 7.5% 1.0% - 824,116 7.2% 13 1.0% 1.8% Missouri 66 317,286 2.9% 0.2% - 317,286 2.8% 66 0.2% 6.2% Florida 246 19,351 0.2% 0.0% - 19,351 0.2% 246 0.0% 4.1% Total 10,929,494 $ 100.0% 533,685 $ 11,463,179 $ 100.0% 6/30/13 Deposit Market Share ($ in thousands) |
![]() 8 Branch Listing Source: SNL Financial Note: Deposit data as of 6/30/13 Branch Address City Total Deposits 2013 ($000) Branch Address City Total Deposits 2013 ($000) 1 909 N 18th St Monroe 99,755 $ 1 1220 N 18th St Monroe 48,711 $ 2 2002 N 7th St West Monroe 70,343 2 3501 Cypress St West Monroe 23,754 3 701 McMillan Rd West Monroe 59,669 3 1701 N 7th St West Monroe 16,499 4 7950 Desiard St Monroe 25,983 4 5000 Forsythe Bypass Monroe 6,103 5 4370 Sterlington Rd Monroe 25,314 95,067 $ 6 1270 Hwy 15 West Monroe 7,882 288,946 $ 5 6025 Line Ave Shreveport 207,193 $ 6 8585 Fern Avenue Shreveport 185,736 7 6801 Fern Ave Shreveport 61,880 $ 7 418 Travis St Shreveport 49,483 8 9010 Ellerbe Rd Shreveport 55,465 8 9200 Mansfield Rd Shreveport 37,690 9 800 Garrett Dr Bossier City 31,662 9 1263 N Market St Shreveport 33,308 10 4200 Benton Rd Bossier City 29,272 10 3003 Airline Dr Bossier City 32,905 178,279 $ 11 6832 Pines Rd Shreveport 7,216 553,531 $ 11 311 N Franklin St Bastrop 39,749 $ 12 1503 E Madison Ave Bastrop 26,711 12 300 N Trenton St Ruston 24,392 $ 66,460 $ 107 Glenda St Rayville 71,706 96,098 $ TOTAL DEPOSITS 533,685 $ TOTAL MARKET DEPOSITS 744,696 $ OTHER Ouachita Bancshares Corp. BancorpSouth, Inc. - North Louisiana Division MONROE SHREVEPORT-BOSSIER CITY BASTROP MONROE SHREVEPORT-BOSSIER CITY |
![]() 9 Ouachita Bancshares Corp. Deposit Market Share Source: SNL Financial Note: Deposit data as of 6/30/13 Total Deposit Rank 2013 Parent Company Name Parent City Parent State Total Active Branches 2013 Total Deposits 2013 ($000) Total Deposit Market Share 2013 (%) YoY Deposit Growth 2013 (%) 1 Community Trust Financial Corp. Ruston LA 9 601,297 $ 20.72 5.65 2 JPMorgan Chase & Co. New York NY 12 550,245 18.96 5.58 BancorpSouth Inc. Pro Forma 384,013 13.24 3 IBERIABANK Corp. Lafayette LA 5 316,225 10.90 0.18 4 Ouachita Bancshares Corp.* Monroe LA 6 288,946 9.96 12.54 5 Regions Financial Corp. Birmingham AL 4 274,915 9.47 0.62 10 BancorpSouth Inc.* Tupelo MS 4 95,067 3.28 5.39 1 Capital One Financial Corp. McLean VA 21 1,660,460 $ 23.84 (4.05) 2 Regions Financial Corp. Birmingham AL 13 1,183,932 17.00 (1.10) 3 JPMorgan Chase & Co. New York NY 16 1,013,556 14.55 3.73 BancorpSouth Inc. Pro Forma 731,810 10.51 4 BancorpSouth Inc.* Tupelo MS 7 553,531 7.95 1.73 5 Citizens National Bancshares Bossier Inc. Bossier City LA 9 522,815 7.51 12.61 10 Ouachita Bancshares Corp.* Monroe LA 4 178,279 2.56 0.03 1 Capital One Financial Corp. McLean VA 1 79,167 $ 27.40 6.97 2 Ouachita Bancshares Corp.* Monroe LA 2 66,460 23.00 3.43 3 Oak Ridge Bancshares Inc. Oak Ridge LA 1 43,324 15.00 0.95 4 Mer Rouge State Bank Mer Rouge LA 1 38,895 13.46 2.96 5 Regions Financial Corp. Birmingham AL 1 22,104 7.65 11.52 MONROE SHREVEPORT-BOSSIER CITY BASTROP 6/30/13 Deposit Market Share ($ in thousands) |
![]() Financial Highlights – Ouachita Bancshares Corp. 10 • Recognized by SNL as 2012 top performing bank in Louisiana with assets between $500M & $5B and top 50 nationally • Operates 12 full-service locations along I-20 corridor • Diverse and economically attractive markets Year ended As of Dollars in thousands 12/31/12 9/30/13 Balance Sheet Total Assets 622,232 $ 664,161 $ Total Loans & Leases (Excl HFS) 437,968 462,326 Securities 118,684 117,193 Deposits 511,425 555,140 Total Equity 51,294 50,975 Tangible Equity 51,294 50,975 Balance Sheet Ratios Loans / Deposits (%) 85.64 83.28 Tangible Equity / Tangible Assets (%) 8.24 7.68 Leverage Ratio (%) 7.38 7.64 Tier 1 Capital Ratio (%) 9.57 9.95 Total Capital Ratio (%) 14.35 14.64 Income Statement* Net Interest Income 23,135 $ 18,580 $ Provision Expense 1,038 453 Noninterest Income 7,127 4,793 Securities Gains (Losses) 38 94 Noninterest Expense 19,226 14,894 Net Income 6,523 5,278 Profitability Ratios* Return on Average Assets (%) 1.09 1.11 Returne on Average Equity (%) 13.18 14.25 Net Interest Margin - FTE (%) 4.31 4.25 Efficiency Ratio - FTE (%) 61.11 62.69 Fee Income / Operating Revenue (%) 23.55 20.51 Source: SNL Financial *Reported income and profitability metrics adjusted to reflect estimated effective tax rate of 35%. |
![]() 11 Pro Forma Loan Composition Pro forma information excludes purchase accounting adjustments Loan yields represent weighted average yields for the quarter ended 9/30/13 Based on Call Reports filed by BancorpSouth and Ouachita Bancshares as of 9/30/13 Loan Portfolio ($000) Amount % Loan Portfolio ($000) Amount % Loan Portfolio ($000) Amount % Commercial and industrial 1,503,809 $ 17.1% Commercial and industrial 81,395 $ 17.6% Commercial and industrial 1,585,204 $ 17.2% Real estate Real estate Real estate Consumer mortgages 1,931,171 22.0% Consumer mortgages 63,756 13.8% Consumer mortgages 1,994,927 21.6% Home equity 490,361 5.6% Home equity 18,159 3.9% Home equity 508,520 5.5% Agricultural 234,547 2.7% Agricultural 27,381 5.9% Agricultural 261,928 2.8% Commercial and industrial-owner occupied 1,422,077 16.2% Commercial and industrial-owner occupied 96,740 20.9% Commercial and industrial-owner occupied 1,518,817 16.4% Construction, acquisition and development 723,609 8.2% Construction, acquisition and development 37,903 8.2% Construction, acquisition and development 761,512 8.2% Commercial real estate 1,795,352 20.5% Commercial real estate 127,863 27.7% Commercial real estate 1,923,215 20.8% Credit cards 105,112 1.2% Credit cards - 0.0% Credit cards 105,112 1.1% All other 567,077 6.5% All other 9,129 2.0% All other 576,206 6.2% Total loans 8,773,115 $ 100.0% Total loans 462,326 $ 100.0% Total loans 9,235,441 $ 100.0% Yield on Loans: 4.55% Yield on Loans: 5.37% Yield on Loans: 4.59% BancorpSouth, Inc. Ouachita Bancshares Corp. Pro Forma |
![]() 12 Pro Forma Deposit Composition Pro forma information excludes purchase accounting adjustments Deposit costs represent weighted average costs for the quarter ended 9/30/13 Deposit Portfolio ($000) Amount % Deposit Portfolio ($000) Amount % Deposit Portfolio ($000) Amount % Non-Interest Bearing Demand 2,597,762 $ 24.2% Non-Interest Bearing Demand 159,207 $ 28.7% Non-Interest Bearing Demand 2,756,969 $ 24.5% Interest-Bearing Demand 4,493,359 41.9% Interest-Bearing Demand 182,975 33.0% Interest-Bearing Demand 4,676,334 41.5% Savings 1,220,227 11.4% Savings 93,020 16.8% Savings 1,313,247 11.6% Other Time 2,406,598 22.5% Other Time 119,938 21.6% Other Time 2,526,536 22.4% Total deposits 10,717,946 $ 100.0% Total deposits 555,140 $ 100.0% Total deposits 11,273,086 $ 100.0% Cost of Deposits: 0.36% Cost of Deposits: 0.54% Cost of Deposits: 0.37% |
![]() 13 Transaction Terms Merger Partner: Ouachita Bancshares Corp. Aggregate Deal Value: $112.0 million Consideration Structure: Maximum of 3,675,000 shares of BancorpSouth, Inc. plus $22,875,000 of cash Consideration Mix: 80% stock / 20% cash Consideration Cap: $112.0 million (shares adjusted as necessary) Consideration Floor: $99.0 million (cash adjusted as necessary) Required Approvals: Customary regulatory approval; Ouachita Bancshares Corp. shareholder approval Due Diligence: Complete Anticipated Closing: Second quarter of 2014 Based on a per share price of BancorpSouth, Inc. common stock of $24.77, which represents the closing price as of 1/8/14 |
![]() 14 Transaction Summary Source: SNL Financial Based on a per share price of BancorpSouth, Inc. common stock of $24.77, which represents the closing price as of 1/8/14 $112.0 Transaction Multiples Last Twelve Months Earnings ($7.1mm)* 15.8x 2013 Annualized Earnings ($7.0mm)* 15.9x Book Value ($51.0mm) 2.20x Tangible Book Value ($51.0mm) 2.20x Deposit Premium ($555.1mm) 11.0% *Adjusted to reflect estimated effective tax rate of 35% as Ouachita Bancshares pays no income tax due to S-Corporation status. Aggregate Deal Value ($mm) |
![]() 15 Financial Impact Source: SNL Financial and company internal documents (1) Includes estimated preliminary purchase accounting adjustments BancorpSouth, Inc. Ouachita Bancshares Corp. Pro Forma (1) Financial Impact 9/30/13 9/30/13 9/30/13 Balance Sheet Total Assets 12,916,153 $ 664,161 $ 13,602,268 $ Total Loans & Leases (Excl HFS) 8,773,115 462,326 9,227,441 Deposits 10,717,946 555,140 11,273,086 Total Equity 1,480,611 50,975 1,569,720 Tangible Equity 1,190,259 50,975 1,211,850 Regulatory Capital (%) Tangible Equity / Tangible Assets (%) 9.43 7.68 9.15 Leverage Ratio (%) 9.93 7.64 9.62 Tier 1 Capital Ratio (%) 13.25 9.95 12.79 Total Capital Ratio (%) 14.50 14.64 14.04 |
![]() 16 Summary In-market expansion Meaningful enhancement to Louisiana market share position Footprint overlap in Shreveport and Monroe Attractive opportunity Track record of strong profitability Good credit quality First bank acquisition since 2007 Completed six bank transactions between 2000 and 2007 Will provide efficiency opportunities Operating leverage from back office and support functions Preliminary review suggests five branch consolidation opportunities Mortgage team expansion |