Carolina Bank Holding Inc. (NC)
Carolina Bank Holding Inc. (NC) — Carolina Bank Holdings — Merger or Acquisition (June 2016)
18 slides from Carolina Bank Holding Inc. (NC)'s merger presentation, Jun 22, 2016
Slide 1: First Bancorp Acquisition of Carolina Bank Holdings, Inc.
First Bancorp Acquisition of Carolina Bank Holdings, Inc. June 22, 2016
Slide 2: Forward-Looking Statements
Forward - Looking Statements Forward Looking Statements Information in this presentation contains “forward - looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, such as statements relating to future plans and expectations, and are thus prospective. Such fo
Slide 3: Overview of Carolina Bank Holdings, Inc.
Dollars in millions Source: SNL Financial Data as of or for the twelve months ended 3/31/16 Note: Core deposits defined as total deposits less deposits greater than $100,000 Overview of Carolina Bank Holdings, Inc. Branch Network Financial Highlights CLBH Retail Branch ( 8 ) CLBH Retail Mortgage Off
Slide 4: Transaction Terms
(1) Based on FBNC stock price of $18.98 as of 6/21/16 and a cash payment of $20.00 per share (2) Based on FBNC common shares outstanding of 20,059,552 and CLBH common shares outstanding of 5,043,108 and a fixed exchange ratio of 1.002x Transaction Terms First Bancorp (Nasdaq: FBNC) Seller Carolina B
Slide 5: Transaction Multiples
(1) Based on CLBH’s tangible book value per share of $12.45 as of 3/31/16 (2) Data for the twelve months ended 3/31/16 (3) Based on CLBH’s closing price of $15.97 on 6/21/16 and indicative price per share of $19.26 Transaction Multiples 5 Price / LTM EPS 18.5x (2) Price / TBV 155% (1) Market Premium
Slide 6: Strategic Rationale
STRATEGIC RATIONALE » Branch overlap (3) and mortgage business provide efficiency opportunities » Low to mid - teens EPS accretion » T angible book value dilution of approximately 8% » Tangible book value earnback period of approximately 4.75 years » Positions our franchise for top tier financial pe
Slide 7: Overview of Pro Forma Franchise
Asheville Greenville Charlotte Columbia Greensboro Durham Raleigh North Charleston Charleston NORTH CAROLINA SOUTH CAROLINA Wilmington FBNC Branches* FBNC LPOs FBNC LPOs to be Converted to Branch CLBH Branches CLBH Retail Mortgage Offices Source: SNL Financial Data as of 3/31/16 * Includes branches
Slide 8: Market Highlights – Greensboro, NC
Source : SNL Financial, Fortune.com , The Greensboro Partnership, City of Greensboro, Bureau of Labor Statistics Unemployment data as of 4/30/16 Demographics deposit weighted by county; demographic data as of 6/30/15 * Includes all counties with current FBNC deposit presence Market Highlights – Gree
Slide 9: Strong Presence in Attractive North Carolina Markets
CLBH Combined Counties of Operation Deposit Market Share (1) Forsyth County Guilford County Randolph County Deposit market share data as of 6/30/15; pro forma for announced transactions (1) Includes Alamance County, Forsyth County, Guilford County and Randolph County, NC (2) Community bank defined a
Slide 10: Transaction Assumptions and Financial Impact
10 Transaction Assumptions and Financial Impact Assumptions Financial Impact Pro Forma Capital Ratios at Close » Loan credit mark of $10.0 million, or 2.0% of gross loans » Based on comprehensive credit review performed by FBNC management and third party loan review firm » Cost savings of ~40% of CL
Slide 11: Potential Future Opportunities
Potential Future Opportunities Mortgage Banking Wealth Management & Trust Treasury Services SBA Lending Team Insurance Credit Cards x x x x x x x Lines of Business x 11
Slide 12: Benefits to the Combined Stakeholders
SHAREHOLDERS » Community banking model with a focus on serving clients » Increased branch presence in appealing North Carolina markets » Ability to provide enhanced products and services » Community bank market leader in North Carolina Benefits to the Combined Stakeholders » Strategically and financ
Slide 13: Appendix
APPENDIX
Slide 14: North Carolina's Most Populous Markets
North Carolina’s Most Populous Markets Source: Carolina Demography Asheville Charlotte Raleigh Winston - Salem Greensboro Fayetteville Greenville Less than 50 50 - 99 100 - 249 250 - 499 500 - 999 1,000 - 1,999 2,000 units or more Housing Units per Square Mile 14
Slide 15: Pro Forma Loan Portfolio – Comparable Profile
C&D 12% 1 - 4 Family 38% Multifamily 3% Owner - Occupied CRE 19% Non Owner - Occupied CRE 17% C&I 6% Consumer & Other 5% C&D 12% 1 - 4 Family 35% Multifamily 5% Owner - Occupied CRE 18% Non Owner - Occupied CRE 20% C&I 10% Consumer & Other < 1% C&D 12% 1 - 4 Family 39% Multifamily 3% Owner - Occupie
Slide 16: Pro Forma Deposit Portfolio – Comparable Profile
Demand Deposits 24% NOW Accounts 19% Money Market & Savings 33% Retail Time Deposits 13% Jumbo Time Deposits 11% Demand Deposits 22% NOW Accounts 10% Money Market & Savings 47% Retail Time Deposits 8% Jumbo Time Deposits 13% Demand Deposits 24% NOW Accounts 22% Money Market & Savings 30% Retail Time
Slide 17: Loan Concentration
82% 77% 81% 198% 238% 205% 0% 100% 200% 300% 400% FBNC CLBH Pro Forma Source : SNL Financial Data as of 3/31/16 Excludes purchase accounting adjustments (1) C&D concentration defined as 1 - 4 residential family construction loans and other construction loans and all land development loans a nd other
Slide 18: Additional Information About the Proposed Transaction
Additional Information About the Proposed Transaction Additional Information About the Proposed Transaction and Where to Find It This communication is being made in respect of the proposed transaction involving First Bancorp and Carolina Bank Holdings, I nc. . This material is not a solicitation of
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