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 |