Pioneer Bancshares — Merger or Acquisition (July 2021)
23 slides from Pioneer Bancshares's merger presentation, Jul 6, 2021
Slide 1: Strategic Merger Transaction
STRATEGIC MERGER COMBINATION PIONEER BANCSHARES, INC. PIONEER BANCSHARES, INC. July 6, 2021 STRATEGIC MERGER TRANSACTION Filed by FirstSun Capital Bancorp pursuant to Rule 425 under the Securities Act of 1933 Subject Company: Pioneer Bancshares, Inc. Date: July 6, 2021
Slide 2: Cautionary Statement Regarding Forward-Looking Statements
STRATEGIC MERGER COMBINATION PIONEER BANCSHARES, INC. Cautionary Statement Regarding Forward - Looking Statements 2 Statements included in this communication, which are not historical in nature are intended to be, and hereby are identified a s, forward - looking statements within the meaning of the
Slide 3: Additional Information About the Merger and Where to Find It
STRATEGIC MERGER COMBINATION PIONEER BANCSHARES, INC. Additional Information About the Merger and Where to Find It 3 This communication is being made in respect of the proposed merger transaction between FirstSun and Pioneer. In connection wi th the proposed merger, FirstSun will file a registration
Slide 4: Deal Summary for Pioneer Bancshares, Inc. Shareholders
STRATEGIC MERGER COMBINATION PIONEER BANCSHARES, INC. Deal Summary for Pioneer Bancshares, Inc. Shareholders 4
Slide 5: Strategic Merger Overview
STRATEGIC MERGER COMBINATION PIONEER BANCSHARES, INC. TX 40% KS 24% CO 21% AZ 8% NM 7% Strategic Merger Overview 5 ▪ $1.8 billion in assets at March 31, 2021 ▪ Serving high growth key metro markets (Austin, Houston, San Antonio, and Dallas) and the surrounding suburban & rural markets ▪ Largest bank
Slide 6: Business Model & Operating Philosophy
STRATEGIC MERGER COMBINATION PIONEER BANCSHARES, INC. Business Model & Operating Philosophy How does this transaction fit with the FirstSun business plan & strategy? 6 Business Plan Focus ▪ Heavy in - migration from coastal and northern states adding to population growth ▪ Strong absolute and relati
Slide 7: Transaction Summary
STRATEGIC MERGER COMBINATION PIONEER BANCSHARES, INC. Transaction Summary 7 Structure ▪ Pioneer Bancshares, Inc . will merge with and into FirstSun Capital Bancorp ▪ 100% stock consideration ▪ Each share of Pioneer Bancshares, Inc. common stock will be converted into 1.0443 shares of FirstSun Capita
Slide 8: Overview of Merger Economics
STRATEGIC MERGER COMBINATION PIONEER BANCSHARES, INC. Overview of Merger Economics 8 Purchase Price & Valuation ▪ All stock transaction ▪ Approximate $226 million aggregate implied deal value ▪ Purchase price multiple of (1) : – 1.33x tangible book value (at 3/31/21) – 1.38x tangible book value adju
Slide 9: Introduction to FirstSun and the Combined Organization
STRATEGIC MERGER COMBINATION PIONEER BANCSHARES, INC. Introduction to FirstSun and the Combined Organization 9
Slide 10: Introduction to FirstSun Capital Bancorp
STRATEGIC MERGER COMBINATION PIONEER BANCSHARES, INC. Introduction to FirstSun Capital Bancorp 10 Specialized commercial bank - Focus on attractive lending verticals including public finance, healthcare banking, SBA, small business banking, ABL and structured finance Focused in key Southwest region
Slide 11: Overview of FirstSun Capital Bancorp
STRATEGIC MERGER COMBINATION PIONEER BANCSHARES, INC. For the Quarter For the Year Ending Ending 2019-2020 $ in millions 12/31/2019 12/31/2020 3/31/2021 Change Balance Sheet: Total Assets $4,185 $4,995 $5,321 19 % Total Net Loans 3,060 3,799 3,630 24 Total Deposits 3,490 4,154 4,478 19 Tang. Common
Slide 12: Strong FirstSun Organic Growth Underpinning Recent Operating Trends
STRATEGIC MERGER COMBINATION PIONEER BANCSHARES, INC. $128 $127 $136 $154 2018 2019 2020 Q1 '21 Annualized Net Interest Income $2,696 $2,859 $3,182 $3,789 $3,578 $1,896 $2,086 $2,496 $3,014 $2,889 2017 2018 2019 2020 2021Q1 Total Loans (ex. PPP) Loans ex. PPP, HFS & NOO CRE $2,991 $3,022 $3,490 $4,1
Slide 13: FirstSun Organic Growth Strategy in New Markets
STRATEGIC MERGER COMBINATION PIONEER BANCSHARES, INC. $371 $524 $0 $200 $400 $600 Dec 2017 Mar 2021 FirstSun Organic Growth Strategy in New Markets Source: S&P Global Market Intelligence. (1) “Commercial and Industrial loans” as defined by form Y - 9C. Excludes PPP loans. (2) Consists of business de
Slide 14: Experienced and Successful Acquiror
STRATEGIC MERGER COMBINATION PIONEER BANCSHARES, INC. Experienced and Successful Acquiror ▪ Office of the Chairman is led by Mollie Hale Carter ▪ Executive team is led by Neal Arnold and Rob Cafera who, prior to joining FirstSun, were top executives at Fifth Third Bank and executed on over 30 M&A tr
Slide 15: Combined Company Highlights
STRATEGIC MERGER COMBINATION PIONEER BANCSHARES, INC. Combined Company Highlights 15
Slide 16: Well-Positioned Combined Entity
STRATEGIC MERGER COMBINATION PIONEER BANCSHARES, INC. Well - Positioned Combined Entity 16 Source: S&P Global Market Intelligence. Note: Data as of or for the quarter ending March 31, 2021. (1) Includes publicly - traded banks and thrifts headquartered in Colorado, Kansas, Louisiana, Missouri, New M
Slide 17: Situated in Top-Tier Growth Markets
STRATEGIC MERGER COMBINATION PIONEER BANCSHARES, INC. 19% 12% 21% 34% 22% 22% 20% 7% Denver, CO Boulder, CO Phoenix, AZ Austin, TX Houston, TX San Antonio, TX Dallas, TX U.S. Average $87 $91 $71 $86 $69 $62 $76 $68 $50 $60 $70 $80 $90 $100 Denver, CO Boulder, CO Phoenix, AZ Austin, TX Houston, TX Sa
Slide 18: Loan & Funding Composition
STRATEGIC MERGER COMBINATION PIONEER BANCSHARES, INC. Noninterest - bearing Deposits 27% IB Demand, Savings & MMDA 58% Time Deposits 15% Noninterest - bearing Deposits 28% IB Demand, Savings & MMDA 64% Time Deposits 8% Construction & Land 7% Nonowner - Occupied CRE 18% Multifamily 1% Residential Mor
Slide 19: Revenue & Profitability Diversification
STRATEGIC MERGER COMBINATION PIONEER BANCSHARES, INC. Revenue & Profitability Diversification 19 Source: S&P Global Market Intelligence. Note: Data for the year ending 12/31/2020. % of % of % of Revenue ($000) Balance Total Revenue ($000) Balance Total Revenue ($000) Balance Total Net Interest Incom
Slide 20: Creating a High Growth, High Performing Franchise
STRATEGIC MERGER COMBINATION PIONEER BANCSHARES, INC. # of Branches 52 56 73 Total Assets ($B) $8.1 $6.8 ~$7 TCE 9.3% 8.8% 8% - 9% Loans ex. PPP / Deposits 77% 77% 79% Noninterest Bearing Deposits / Deposits 33% 28% 27% Regulatory CRE / TRBC 329% 276% ~190% NIM 3.22% 3.20% 3.10% LTM Fee Income / Rev
Slide 21: Appendix
STRATEGIC MERGER COMBINATION PIONEER BANCSHARES, INC. Appendix 21
Slide 22: About FirstSun Management
STRATEGIC MERGER COMBINATION PIONEER BANCSHARES, INC. About FirstSun Management 22 • Current Chairman of the FirstSun board of directors and Sunflower Bank, positions she has held since 1996 • Serves as President and Chief Executive Officer of FirstSun, a position she has held since 2005, and she se
Slide 23: About FirstSun Board
STRATEGIC MERGER COMBINATION PIONEER BANCSHARES, INC. About FirstSun Board 23 • Current Chairman of the FirstSun board of directors and Sunflower Bank, positions she has held since 1996 • Serves as President and Chief Executive Officer of FirstSun, a position she has held since 2005, and she served
Pioneer Bancshares — Merger or Acquisition (July 2021) on 6ix