8-K
National Bank Holdings Corp (NBHC)
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549
FORM 8-K
CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 1, 2022
NATIONAL BANK HOLDINGS CORP ORATION (Exact name of registrant as specified in its charter)
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| Delaware | | 001-35654 | | 27-0563799 |
| (State or other jurisdiction <br>of incorporation) | | (Commission<br>File Number) | | (IRS Employer<br>Identification No.) |
7800 East Orchard Road , Suite 300 , Greenwood Village , Colorado **** 80111 (Address of principal executive offices) (Zip Code)
303 - 892-8715 (Registrant’s telephone, including area code)
Not Applicable (Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐Written Communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class: | **** | Trading Symbol | **** | Name of each exchange on which registered: |
|---|---|---|---|---|
| Class A Common Stock | | NBHC | | NYSE |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933(§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 7.01. Regulation FD Disclosure.
On April 1, 2022, National Bank Holdings Corporation (“NBHC”) issued a press release announcing the entry into a definitive agreement for NBHC to acquire Bancshares of Jackson Hole Incorporated (the “Merger”). NBHC also is filing an investor presentation regarding the Merger. Representatives from NBHC intend to use the investor presentation in one or more meetings with investors and analysts from time to time. NBHC also intends to make the investor presentation available on its website (http://www.nationalbankholdings.com).
The press release and investor presentation are attached hereto respectively as Exhibit 99.1 and Exhibit 99.2 and are incorporated herein by reference.
The information contained in this Item 7.01 and the exhibits referenced herein are being “furnished” and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act of 1934, nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act of 1934.
Cautionary Statements Regarding Forward-Looking Information
This Current Report on Form 8-K and the exhibit filed herewith contain forward-looking statements. Any statements about NBHC’s expectations, beliefs, plans, predictions, forecasts, objectives, assumptions or future events or performance are not historical facts and may be forward-looking. These statements are only predictions and involve estimates, known and unknown risks, assumptions and uncertainties. NBHC’s actual results could differ materially from those expressed in or contemplated by such forward-looking statements as a result of a variety of factors, some of which are more fully described in the exhibit hereto and in NBHC’s filings with the Securities and Exchange Commission. You are cautioned not to place undue reliance on such statements. Any forward-looking statement speaks only as of the date on which it is made, and NBHC undertakes no obligation to update any forward-looking statement to reflect events or circumstances after the date on which the statement is made or to reflect the occurrence of unanticipated events or circumstances, except as required by applicable law.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description of Exhibit | |
|---|---|---|
| 99.1 | | Press Release, dated April 1, 2022 |
| 99.2 | | National Bank Holdings Corporation Investor Presentation, dated April 1, 2022 |
| 104 | | Cover Page Interactive Data File (embedded within the Inline XBRL document and contained in Exhibit 101) |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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|---|---|
| | National Bank Holdings Corporation |
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| By: | /s/ Angela N. Petrucci |
| | Name: Angela N. Petrucci |
| | Title: Chief Administrative Officer & General Counsel |
| Date: April 1, 2022 | |
PayPoint March 2, 2004
Exhibit 99.1
National Bank Holdings Corporation announces agreement to acquire
Bank of Jackson Hole with operations in Jackson Hole and Boise
Strategic acquisition serves to accelerate growth in the fast-growing Rocky Mountain Region
| ● | Pro Forma NBHC $8.8 billion in total assets and $7.7 billion in total deposits |
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| ● | Expansion in fast-growing and attractive Rocky Mountain region |
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| ● | Positioned for growth with strong focus on commercial and business banking clients |
| --- | --- |
| ● | Addition of favorable Wyoming-domiciled trust business |
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DENVER, April 1, 2022 – National Bank Holdings Corporation (NYSE: NBHC, “NBH” or the “Company”), the holding company for NBH Bank, today announced the signing of a definitive merger agreement to acquire Bancshares of Jackson Hole Incorporated (“BOJH”), the holding company for Bank of Jackson Hole with operations in Jackson Hole, Wyoming and Boise, Idaho. Upon completion of the transaction, NBHC will have approximately $8.8 billion in pro forma assets and $7.7 billion in total deposits, and becomes the #2 ranked bank by deposits in Teton County, Wyoming.
Founded in 1982, BOJH is a full service community bank with a Wyoming-domiciled trust business. BOJH had $623.4 million in assets under management as of December 31, 2021. Additionally, BOJH had $1.6 billion in assets, $1.5 billion in deposits, $1.0 billion in loans, and 12 banking centers as of December 31, 2021.
“We are pleased to welcome a high quality franchise with strong ties to their communities into the NBH family,” said Tim Laney, Chairman, President and CEO of National Bank Holdings Corporation. “Bank of Jackson Hole brings a successful trust business, a deep commitment to the local community and exceptional client service. Together our organizations will offer expanded banking services for our clients, enhanced career opportunities for our associates, and a strong commitment to making a difference in the communities we serve. By gaining entry into the fast-growing Jackson Hole and Boise markets, we strengthen our position as the premier Rocky Mountain regional bank focused on commercial and business banking.”
Upon the closing of the transaction, Pete Lawton, Chairman and CEO of Bank of Jackson Hole will continue to lead the bank in Wyoming and serve in a strategic leadership role at NBH Bank.
“We are excited about this new chapter for Bank of Jackson Hole,” stated BOJH CEO Pete Lawton. “NBH Bank offers growth opportunities for our institution and will strengthen our ability to support the communities we serve,” he went on to note.
Under the terms of the agreement, BOJH shareholders will receive approximately $53.0 million of cash consideration and approximately 4.4 million shares of NBH common stock, subject to certain 1
potential adjustments. The transaction has a value of $230.0 million in the aggregate, based on NBH’s closing price of $40.28 on March 31, 2022.
"The growth potential in the next few years for BOJH is remarkable,” shared Tom Biolchini, President of Bancshares of Jackson Hole Incorporated. “Finding the right partner who shares our values and corporate culture was essential in helping us achieve BOJH’s goals. Our family is elated that we found that partnership in NBH."
The proposed transaction, has been approved by the organizations’ respective boards of directors, and is subject to the approval of BOJH’s shareholders, regulatory approval, and other customary closing conditions. NBH Bank expects to close the proposed transaction during the second half of 2022.
NBH Bank has a strong history of supporting the communities it serves. Since 2016, the NBH Bank Do More Charity Challenge® event has raised nearly $1.5 million to support local non-profits. The NBH Charitable Foundation, formed in 2019, is committed to helping people find meaningful work, affordable housing, and financial freedom. In 2021, NBH Bank was recognized again in Fortune’s 100 Fastest Growing Companies and among the top public companies for shareholder value creation. Newsweek named us the #1 best small bank in Colorado for 2021, and Bank Director ranked us #9 in the Best Small Regional Banks for 2022.
BofA Securities served as financial advisor and Squire Patton Boggs (US) LLP served as legal counsel to National Bank Holdings Corporation. D.A. Davidson & Co. served as financial advisor, and Fenimore Kay Harrison LLP served as legal counsel to Bancshares of Jackson Hole Incorporated.
Conference Call
Management will host a conference call to review the merger at 11:30 a.m. Eastern Time on Friday, April 1, 2022. Interested parties may listen to this call by dialing (800) 289-0720 using the confirmation code of 9772123 or asking for the National Bank Holdings Corporation Conference Call. A telephonic replay of the call will be available beginning approximately four hours after the call’s completion through April 6, 2022 by dialing (888) 203-1112 using the Confirmation Code of 9772123.
About National Bank Holding Corporation
National Bank Holdings Corporation is a bank holding company created to build a leading community bank franchise delivering high quality client service and committed to stakeholder results. Through its bank subsidiary, NBH Bank, National Bank Holdings Corporation operates a network of 81 banking centers, serving individual consumers, small, medium and large businesses, and government and non-profit entities. Its banking centers are located in its core footprint of Colorado, the greater Kansas City region, Texas, Utah and New Mexico. Its comprehensive residential mortgage banking group primarily serves the bank’s core footprint. NBH Bank operates under a single state charter through the following brand names as divisions of NBH Bank: in Colorado, Community Banks of Colorado and Community Banks Mortgage; in Kansas and Missouri, Bank Midwest and Bank Midwest Mortgage; and in Texas, Utah and New Mexico, Hillcrest Bank and Hillcrest Bank Mortgage. Additional information about National Bank Holdings Corporation can be found at www.nationalbankholdings.com.
About Bank of Jackson Hole (BoJH):
More Than a Branch, Our Roots Are Decades Deep. Since 1982, BoJH has stayed true to the formula that has made a successful community bank. Banking with BoJH offers customers the benefits of community expertise, management and ownership, along with quick and professional customer service and state-of-the-art technology for all banking needs. With nine branches and 14 strategically located ATMs, our customers can be assisted wherever is closest to 2
home or simply on the way. Trust & Wealth Partners and Private Banking services round out the offerings at BoJH to provide a full-range financial relationship.
Forward-Looking Statements
This press release contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements contain words such as "anticipate," "believe," "can," "would," "should," "could," "may," "predict," "seek," "potential," "will," "estimate," "target," "plan," "project," "continuing," "ongoing," "expect," "intend" or similar expressions that relate to the Company's strategy, plans or intentions. Forward-looking statements involve certain important risks, uncertainties and other factors, any of which could cause actual results to differ materially from those in such statements. Such factors include, without limitation, the "Risk Factors" referenced in our most recent Form 10-K filed with the Securities and Exchange Commission (SEC), other risks and uncertainties listed from time to time in our reports and documents filed with the SEC, and the following factors: ability to obtain regulatory approvals and meet other closing conditions to the merger on the expected terms and schedule; delay in closing the merger; difficulties and delays in integrating the NBH and BoJH businesses or fully realizing cost savings and other benefits; business disruption following the proposed transaction, ability to execute our business strategy; business and economic conditions; effects of any potential government shutdowns; economic, market, operational, liquidity, credit and interest rate risks associated with the Company’s business; effects of any changes in trade, monetary and fiscal policies and laws; changes imposed by regulatory agencies to increase capital standards; effects of inflation, as well as, interest rate, securities market and monetary supply fluctuations; changes in the economy or supply-demand imbalances affecting local real estate values; changes in consumer spending, borrowings and savings habits; with respect to our mortgage business, the inability to negotiate fees with investors for the purchase of our loans or our obligation to indemnify purchasers or repurchase related loans; the Company’s ability to identify potential candidates for, consummate, integrate and realize operating efficiencies from, acquisitions, consolidations and other expansion opportunities; the Company's ability to realize anticipated benefits from enhancements or updates to its core operating systems from time to time without significant change in client service or risk to the Company's control environment; the Company's dependence on information technology and telecommunications systems of third party service providers and the risk of systems failures, interruptions or breaches of security; the Company’s ability to achieve organic loan and deposit growth and the composition of such growth; changes in sources and uses of funds; increased competition in the financial services industry; the effect of changes in accounting policies and practices; the share price of the Company’s stock; the Company's ability to realize deferred tax assets or the need for a valuation allowance; the effects of tax legislation, including the potential of future increases to prevailing tax rules, or challenges to our position; continued consolidation in the financial services industry; ability to maintain or increase market share and control expenses; costs and effects of changes in laws and regulations and of other legal and regulatory developments; technological changes; the timely development and acceptance of new products and services, including in the digital technology space our digital solution 2UniFi; the Company’s continued ability to attract, hire and maintain qualified personnel; ability to implement and/or improve operational management and other internal risk controls and processes and reporting system and procedures; regulatory limitations on dividends from the Company's bank subsidiary; changes in estimates of future credit reserve requirements based upon the periodic review thereof under relevant regulatory and accounting requirements; widespread natural and other disasters, pandemics, dislocations, political instability, acts of war or terrorist activities, cyberattacks or international hostilities; a cybersecurity incident, data breach or a failure of a key information technology system; adverse effects due to the novel Coronavirus Disease 2019 (COVID-19) on the Company and its clients, counterparties, employees, and third-party service providers, and the adverse impacts on our business, financial position, results of operations, and prospects; impact of reputational risk; and success at managing the risks involved in the foregoing items. The Company can give no assurance that any goal or plan or expectation set forth in forward-looking statements can be achieved and readers are cautioned not to place undue reliance on such statements. The forward-looking statements are made as of the date of this press release, and the Company does not intend, and assumes no obligation, to update any forward-looking statement to reflect events or circumstances after the date on which the statement is made or to reflect the occurrence of unanticipated events or circumstances, except as required by applicable law. 3
Exhibit 99.2
| NBHC to Acquire<br>Bank<br>of Jackson<br>Hole<br>(c) Copyright Statement<br>April 1<br>st<br>,<br>2022<br>Accelerating Rocky Mountain Growth |
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| (c) Copyright Statement<br>2<br>Forward<br>-<br>Looking Statements<br>This presentation contains “forward<br>-<br>looking statements” within the meaning of the Private Securities Litigation Reform Act of 19<br>95. Forward<br>-<br>looking statements contain words<br>such as “anticipate,” “believe,” “can,” “would,” “should,” “could,” “may,” “predict,” “seek,” “potential,” “will,” “estimate,<br>” “<br>target,” “plan,” “project,” “continuing,” “ongoing,” “expect,”<br>“intend” or similar expressions that relate to the Company’s strategy, plans or intentions. Forward<br>-<br>looking statements involve c<br>ertain important risks, uncertainties and other<br>factors, any of which could cause actual results to differ materially from those in such statements. Such factors include, wi<br>tho<br>ut limitation, the “Risk Factors” referenced in our<br>most recent Form 10<br>-<br>K filed with the Securities and Exchange Commission (SEC), other risks and uncertainties listed from time to<br>time in our reports and documents filed with<br>the SEC, and the following factors: ability to obtain regulatory approvals and meet other closing conditions to the merger on<br>th<br>e expected terms and schedule; delay in closing<br>the merger; difficulties and delays in integrating the NBHC and Bancshares of Jackson Hole Incorporated businesses or fully r<br>eal<br>izing cost savings and other benefits; business<br>disruption following the proposed transaction, ability to execute our business strategy; business and economic conditions; ef<br>fec<br>ts of any potential government shutdowns;<br>economic, market, operational, liquidity, credit and interest rate risks associated with the Company’s business; effects of a<br>ny<br>changes in trade, monetary and fiscal policies and<br>laws; changes imposed by regulatory agencies to increase capital standards; effects of inflation, as well as, interest rate,<br>sec<br>urities market and monetary supply fluctuations;<br>changes in the economy or supply<br>-<br>demand imbalances affecting local real estate values; changes in consumer spending, borrowings<br>and savings habits; with respect to our<br>mortgage business, the inability to negotiate fees with investors for the purchase of our loans or our obligation to indemnif<br>y p<br>urchasers or repurchase related loans; the<br>Company’s ability to identify potential candidates for, consummate, integrate and realize operating efficiencies from, acquis<br>iti<br>ons, consolidations and other expansion<br>opportunities; the Company's ability to realize anticipated benefits from enhancements or updates to its core operating syste<br>ms<br>from time to time without significant change in<br>client service or risk to the Company's control environment; the Company's dependence on information technology and telecommu<br>nic<br>ations systems of third party service<br>providers and the risk of systems failures, interruptions or breaches of security; the Company’s ability to achieve organic l<br>oan<br>and deposit growth and the composition of such<br>growth; changes in sources and uses of funds; increased competition in the financial services industry; the effect of changes<br>in<br>accounting policies and practices; the share<br>price of the Company’s stock; the Company's ability to realize deferred tax assets or the need for a valuation allowance; the<br>ef<br>fects of tax legislation, including the potential of<br>future increases to prevailing tax rates, or challenges to our position; continued consolidation in the financial services in<br>dus<br>try; ability to maintain or increase market share and<br>control expenses; costs and effects of changes in laws and regulations and of other legal and regulatory developments; techno<br>log<br>ical changes; the timely development and<br>acceptance of new products and services, including in the digital technology space our digital solution 2UniFi; the Company’s<br>co<br>ntinued ability to attract, hire and maintain<br>qualified personnel; ability to implement and/or improve operational management and other internal risk controls and processe<br>s a<br>nd reporting system and procedures;<br>regulatory limitations on dividends from the Company's bank subsidiary; changes in estimates of future credit reserve require<br>men<br>ts based upon the periodic review thereof<br>under relevant regulatory and accounting requirements; widespread natural and other disasters, pandemics, dislocations, polit<br>ica<br>l instability, acts of war or terrorist activities,<br>cyberattacks or international hostilities; a cyber<br>-<br>security incident, data breach or a failure of a key information technology s<br>ystem; adverse effects due to the novel Coronavirus<br>Disease 2019 (COVID<br>-<br>19) on the Company and its clients, counterparties, employees, and third<br>-<br>party service providers, and the ad<br>verse impacts on our business, financial<br>position, results of operations, and prospects; impact of reputational risk; and success at managing the risks involved in th<br>e f<br>oregoing items. The Company can give no<br>assurance that any goal or plan or expectation set forth in forward<br>-<br>looking statements can be achieved and readers are cautioned<br>not to place undue reliance on such<br>statements. The forward<br>-<br>looking statements are made as of the date of this press release, and the Company does not intend, and a<br>ssumes no obligation, to update any<br>forward<br>-<br>looking statement to reflect events or circumstances after the date on which the statement is made or to reflect the occ<br>urrence of unanticipated events or<br>circumstances, except as required by applicable law. |
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| (c) Copyright Statement<br>3<br>About Non<br>-<br>GAAP Financial Measures<br>Certain<br>of the financial measures and ratios we present, including “tangible book value” and “tangible book value per share” metrics,<br>ar<br>e supplemental<br>measures that<br>are not<br>required by, or are not presented in accordance with, U.S. generally accepted accounting principles (GAAP). We refer to these<br>fi<br>nancial measures<br>and ratios<br>as “non<br>-<br>GAAP<br>financial measures.” We consider the use of select non<br>-<br>GAAP financial measures and ratios to be useful for financial and<br>operational decision<br>making and useful in evaluating<br>period<br>-<br>to<br>-<br>period comparisons. We believe that these non<br>-<br>GAAP financial measures provide meaningful<br>supplemental information<br>regarding our performance by excluding<br>certain expenditures or assets that we believe are not indicative of our primary business operating results<br>or by<br>presenting certain metrics on a fully taxable equivalent basis.<br>We believe that management and investors benefit from referring to these non<br>-<br>GAAP<br>financial measures<br>in assessing our performance and when planning, forecasting,<br>analyzing and comparing past, present and future periods.<br>These<br>non<br>-<br>GAAP financial measures should not be considered a substitute for financial information presented in accordance with GAAP an<br>d you should not<br>rely on<br>non<br>-<br>GAAP financial measures alone as measures of our performance. The non<br>-<br>GAAP financial measures we present may differ from non<br>-<br>GAA<br>P<br>financial measures<br>used by our<br>peers or other companies. We compensate for these limitations by providing the equivalent GAAP measures whenever we present t<br>he<br>non<br>-<br>GAAP<br>financial measures and by<br>including a reconciliation of the impact of the components adjusted for in the non<br>-<br>GAAP financial measure so that<br>both measures<br>and the individual components may be<br>considered when analyzing our performance.<br>The<br>Company does not provide a reconciliation of forward<br>-<br>looking non<br>-<br>GAAP financial measures to its comparable GAAP financial measur<br>es because it<br>could not<br>do so<br>without unreasonable effort due to the unavailability of the information needed to calculate reconciling items and the variab<br>ili<br>ty, complexity and limited<br>visibility of the adjusting items that would be excluded from the non<br>-<br>GAAP financial measures in future periods. When planning,<br>forecasting and analyzing<br>future periods, the Company does so primarily on a non<br>-<br>GAAP basis without preparing a GAAP analysis as that would require estima<br>tes for various cash and<br>non<br>-<br>cash reconciling items (including items such as expected credit losses, stock<br>-<br>based compensation, acquisition<br>-<br>and dispositi<br>on<br>-<br>related expenses, and<br>restructuring costs) that would be difficult to predict with reasonable accuracy. For example, future expectations for credit<br>lo<br>sses depend on a variety of factors<br>including general economic conditions that make estimation on a GAAP basis impractical. Similarly, equity compensation expens<br>e w<br>ould be difficult to estimate<br>because it depends on the Company’s future hiring and retention needs, as well as the future fair market value of the Company<br>’s<br>common stock, all of which<br>are difficult<br>to<br>predict and subject to constant change. It is also difficult to anticipate the need for or magnitude of a presently unforesee<br>n o<br>ne<br>-<br>time restructuring<br>expenses. As a result, the Company does not believe that a GAAP reconciliation to forward<br>-<br>looking non<br>-<br>GAAP financial measures wo<br>uld provide meaningful<br>supplemental information about the Company’s forward<br>-<br>looking measures. |
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| (c) Copyright Statement<br>4<br>Well Structured Transaction Drives Value<br>(1) Based upon market data as of March 31<br>st<br>, 2022<br><br>~79% stock / ~21% Cash Consideration<br>(1<br>)<br><br>Stock: Fixed Exchange Ratio of 34.2382x<br><br>Cash: $370.03 per share<br>Structure<br><br>Transaction Value of $230mm<br>(1)<br><br>1.96x Price to Tangible Book Value per Share<br><br>10.5x<br>Price to 2023E<br>Earnings per Share<br><br>7.5x Price to 2023E Earnings per Share with Synergies<br>Pricing<br><br>Approved by both Boards of Directors<br><br>No NBHC shareholder approval required, Voting Agreements in place for BOJH<br><br>Customary regulatory approval with closing expected in 2<br>nd<br>half 2022<br>Timing &<br>Approval<br>Other<br><br>No change to NBH Board of Directors<br><br>BOJH CEO Pete Lawton will continue to lead bank in Wyoming |
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| (c) Copyright Statement<br>5<br>Creating a Dominant Rocky Mountain Franchise<br>Low Risk<br>Transaction<br><br>Comprehensive due diligence completed with low risk loan portfolios<br>and<br>solid credit quality<br><br>Combined company is an engine for accelerated growth and shareholder value creation<br>Attractive Deployment of<br>Excess Capital<br><br>Strong returns and capital levels with<br>13%<br>estimated CET1 at close<br><br>Scale and synergies will enhance operating leverage with meaningful pro forma platform revenue enhancement<br>opportunities<br>Culturally Aligned with<br>Consistent Risk Management<br><br>Strong cultural fit<br>through<br>similar client centric models and community engagement<br><br>Culture of stewardship has established robust and transferrable risk management practices across business lines<br>Seizing Opportunity in<br>Difficult to Enter Markets<br><br>Significant scarcity of opportunities to enter attractive markets efficiently and at<br>-<br>scale<br><br>NBH becomes the #2 bank in<br>Teton County by deposits and<br>provides an attractive entry point into Boise<br>Enhanced Growth Driven<br>by Revenue Diversification<br><br>Bank of Jackson Hole (“<br>BOJH<br>”) brings a Wyoming<br>-<br>domiciled trust business, laying the foundation for a robust private<br>wealth<br>offering across NBH’s footprint<br>Expansion into Fast<br>-<br>Growing Rocky Mountain<br>Markets<br><br>Accelerates NBH strategy of expansion<br>into fast<br>-<br>growing and strategically important<br>markets<br><br>5<br>-<br>year projected population growth in<br>Boise<br>and<br>Jackson Hole is<br>9.2% and<br>4.8% respectively<br>Attractive Financial Returns<br><br>Strong<br>EPS<br>accretion of<br>16<br>%,<br>IRR of<br>23<br>%,<br>earnback<br>< 3 years, and 2023E pro forma ROATCE of<br>15%<br><br>Enhances NBH’s leading financial performance and growth profile with higher yielding loans, diversified fee income<br>and<br>low cost deposit<br>base |
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| 30.4%<br>8.3%<br>Boise, ID<br>United States<br>Source: S&P Capital IQ<br>(1)<br>Tax foundation<br>(2)<br>www.cnbc.com/2021/07/13/top<br>-<br>states<br>-<br>for<br>-<br>business<br>-<br>Idaho.html<br>(3)<br>https<br>://www.usnews.com/news/best<br>-<br>states/idaho<br>(c) Copyright Statement<br>6<br>Attractive<br>& Fast Growing Markets<br>9.2%<br>4.5%<br>Boise, ID<br>United States<br>#1<br>State Business Tax<br>Climate<br>(1)<br>#1<br>Idaho’s economic<br>ranking by CNBC<br>(’21)<br>(2)<br>#1<br>State for Economic<br>Growth according to<br>U.S. News<br>(3)<br>54.3%<br>Teton County GDP<br>Growth from ’08<br>-<br>’20<br>Median Household Income<br>Historical Population Growth (’10<br>-<br>’22)<br>Projected Population Growth (’22<br>-<br>’27)<br>$93,322<br>$72,465<br>Jackson, WY<br>United States<br>+29%<br>+4.7%<br>16.4%<br>8.3%<br>Jackson, WY<br>United States<br>+8.1%<br>Historical Population Growth (’10<br>-<br>’22)<br>+22.1%<br>Colo<br>r<br>ado<br>Idaho<br>K<br>ansas<br>Missouri<br>N<br>e<br>w M<br>e<br>xi<br>c<br>o<br>T<br>ex<br>as<br>U<br>t<br>ah<br>W<br>y<br>oming<br>Name: 1486068_1<br>Expansion Market<br>Existing Markets<br>l<br>l<br>l<br>l<br>l<br>l<br>l<br>l<br>l<br>l<br>l<br>l<br>l<br>l<br>l<br>l<br>l<br>l<br>l<br>l<br>l<br>l<br>l<br>l<br>l<br>l<br>l<br>l<br>l<br>l<br>l<br>l<br>l<br>l<br>l<br>l<br>l<br>l<br>l<br>l<br>l<br>l<br>l<br>l<br>l<br>l<br>l<br>l<br>l<br>NBH Bank<br>l<br>l<br>l<br>l<br>l<br>l<br>l<br>l<br>l<br>l<br>l<br>l<br>l<br>l<br>l<br>l<br>l<br>l<br>l<br>l<br>l<br>l<br>l<br>l<br>l<br>l<br>l<br>l<br>l<br>l<br>l<br>l<br>l<br>l<br>l<br>l<br>l<br>l<br>l<br>l<br>l<br>l<br>l<br>l<br>l<br>l<br>l<br>l<br>l<br>Bank of Jackson Hole<br>1<br>l<br>l<br>l<br>l<br>l<br>l<br>l<br>l<br>l<br>l<br>l<br>l<br>l<br>l<br>l<br>l<br>l<br>l<br>l<br>l<br>l<br>l<br>l<br>l<br>l<br>l<br>l<br>l<br>l<br>l<br>l<br>l<br>l<br>l<br>l<br>l<br>l<br>l<br>l<br>l<br>l<br>l<br>l<br>l<br>l<br>l<br>l<br>l |
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| (c) Copyright Statement<br>7<br>Source: S&P Global Market Intelligence. As of December 31, 2021<br>Note<br>: Excludes pro forma adjustments<br>(dollars in millions)<br>$7,214<br>$1,599<br>$8,813<br>4,513<br>996<br>5,509<br>Total Deposits<br>6,228<br>1,452<br>7,680<br>Total Loans<br>78<br>121<br>83<br>Deposits / # of Banking Centers<br>Scale Enhances the NBH Franchise<br>Total Assets<br>Pro Forma |
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| (c) Copyright Statement<br>8<br>Source: S&P Global Market Intelligence. As of December 31, 2021<br>(1) Loan yields exclude the impact of PPP.<br>(2) Based<br>on<br>MRY<br>yields and excluding the impact of accretion from Non<br>-<br>PCD component of loan mark<br>Loans<br>Deposits<br>Non<br>-<br>Interest<br>Bearing<br>Interest<br>Checking<br>MMDA &<br>Savings<br>Retail and Jumbo<br>Time CDs<br>32%<br>20%<br>42%<br>6%<br>Deposits: $1,452mm<br>Cost of Deposits: 0.12%<br>Non<br>-<br>Interest<br>Bearing<br>Interest Checking<br>MMDA & Savings<br>Retail and Jumbo Time<br>CDs<br>39%<br>11%<br>38%<br>12%<br>Deposits:<br>$7,680mm<br>Cost of Deposits:<br>0.17%<br>Non<br>-<br>Interest<br>Bearing<br>Interest<br>Checking<br>MMDA &<br>Savings<br>Retail and Jumbo<br>Time CDs<br>40%<br>9%<br>37%<br>14%<br>Deposits: $6,228mm<br>Cost of Deposits: 0.18%<br>C&I<br>OO<br>-<br>CRE<br>CRE<br>1<br>-<br>4 Family<br>C&D<br>Consumer<br>54%<br>16%<br>13%<br>15%<br>2%<br>0.4%<br>Total: $<br>4,513mm<br>Yield on<br>Loans<br>(1)<br>: 4.09%<br>C&I<br>OO<br>-<br>CRE<br>CRE<br>1<br>-<br>4 Family<br>C&D<br>Consumer<br>10%<br>6%<br>43%<br>28%<br>14%<br>0.4%<br>Total: $996mm<br>Yield on<br>Loans<br>(1)<br>: 4.54<br>%<br>C&I<br>OO<br>-<br>CRE<br>CRE<br>1<br>-<br>4 Family<br>C&D<br>Consumer<br>46%<br>15%<br>18%<br>17%<br>4%<br>0.4%<br>Total:<br>$5,509mm<br>Yield on Loans:<br>4.16% (+7bps<br>(2)<br>)<br>Diversified Balance Sheet Mix<br>Pro Forma |
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| Favorable Wyoming Environment Drives Opportunity<br>Trust and Wealth<br>Partners<br>(c) Copyright Statement<br>9<br>Trust Business Drives Recurring Fee Income<br>Source: S&P Global Market Intelligence. As of December 31,<br>2021<br><br>Trust and<br>Wealth Management solution<br>tailored to high net<br>worth individuals<br><br>Scalable Private Wealth team provides a broad range of<br>financial and retirement planning solutions,<br>creating<br>an<br>opportunity to further leverage the platform to new and<br>existing NBH clients<br><br>Established relationships with strong investment and research<br>partners drives ability to cross<br>-<br>sell<br><br>Fee<br>income<br>drives revenue diversification and attractive<br>recurring earnings<br>Tax Advantages<br>Kiplinger ranked Wyoming as the most tax<br>-<br>friendly state in the<br>U.S.<br>Longevity<br>No transfer tax for 1,000 years<br>Asset Protection<br>Wyoming allows broad<br>-<br>based asset protection, including self<br>-<br>settled trusts where the trust creator is also the beneficiary<br>Privacy<br>Privacy laws keep personal and trust information out of public<br>domain<br>Investment Flexibility<br>Wyoming expressly provides for directed trusts that can be<br>managed by those other than the administrative trustee<br>250+<br>High Net Worth<br>Clients<br>$<br>600mm<br>+<br>AUM |
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| (c) Copyright Statement<br>10<br>Enhances Leading Financial Performance<br>Source: S&P Global Market Intelligence. As of December 31, 2021. Transaction metrics based upon market data as of March 31, 2<br>022<br>(1)<br>Pro forma returns in 2023, first full year post<br>-<br>closing<br>$8.8B<br>Pro Forma Assets<br>$7.7B<br>Pro Forma Deposits<br>74%<br>Pro Forma Loans/Dep.<br>14.8%<br>Pro Forma ROATCE<br>(1)<br>1.28%<br>Pro Forma ROAA<br>(1)<br>12.6%<br>Pro Forma CET1<br>P / TBV<br>P / ’23 EPS<br>With Synergies<br>P / ’23 EPS<br>1.96x<br>7.5x<br>10.5x<br>15.7%<br>2023 EPS Accretion<br>2.9 years<br>TBVPS Earnback<br>23%<br>Pro Forma IRR<br>Deal<br>Standalone<br>Multiples<br>Combined<br>Pro<br>Forma<br>Impact and<br>Metrics |
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| (c) Copyright Statement<br>11<br>Conservative Transaction Assumptions<br>(1)<br>Based<br>upon market data as of March<br>31<br>st<br>,<br>2022<br>(2)<br>Revenue<br>enhancement quantified but excluded from<br>proforma<br>analysis<br>Cost Synergies<br>28%<br>of 2023E NIX<br>Loan Mark<br>1.76%<br>of loans (21<br>%<br>PCD)<br>Core Deposit Intangible<br>0.75%<br>SOYD over 10 years<br>Revenue<br>Opportunities<br>(2)<br>•<br>Trust & Wealth<br>•<br>Significant Excess<br>Liquidity<br>•<br>Resort Market<br>Strategy<br>Consideration<br>(1)<br>$230mm<br>Deal Value<br>~79%<br>Stock /<br>~21%<br>Cash<br>Transaction Expense<br>$9.2mm<br>After<br>-<br>tax |
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| (c) Copyright Statement<br>12<br>Attractive Deployment of Excess Capital<br>Strong<br>Financial<br>Performance<br>=<br>Attractive<br>Shareholder Returns<br>Retaining Strong<br>Capital<br>=<br>Optionality for Future<br>Capital Deployment<br>Internal Rate of Return<br>Fully<br>-<br>synergized EPS Accretion<br>23%<br>16%<br>Combined<br>Institution<br>is a<br>Platform<br>for<br>Accelerated<br>Growth<br>and<br>Greater Earnings<br>Distribution<br>Resulting in<br>Pro Forma<br>ROATCE of 15%<br>NBH CET1 (%) Estimated Impact<br>14.3%<br>12.6%<br>12/31/2021<br>Estimated at Close |
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| (c) Copyright Statement<br>13<br>Comprehensive Due Diligence Completed<br>Comprehensive<br>Due Diligence<br>•<br>Credit Risk and Underwriting<br>•<br>Financial and Accounting<br>•<br>Regulatory<br>•<br>Compliance<br>•<br>Cultural<br>Alignment<br>•<br>Internal Audit<br>•<br>Legal<br>•<br>Operational Risk<br>•<br>Technology<br>•<br>Wealth and Trust<br>•<br>Human Resources<br>91%<br>Total Exposure<br>Reviewed<br>100%<br>Loans >$500k<br>Reviewed<br>1.76%<br>Total Loan<br>Mark<br>Non<br>-<br>PCD =<br>1.39%<br>PCD =<br>0.37%<br>89%<br>Total<br>Fundings<br>Reviewed<br>100%<br>Classified<br>Loans<br>Reviewed<br>Loan Credit<br>Review |
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| (c) Copyright Statement<br>14<br>Strategically Compelling Rocky Mountain Expansion<br>Enhanced Growth Driven by Revenue Diversification<br>Expansion into Fast<br>-<br>Growing Western Markets<br>Culturally Aligned with Consistent Risk Management<br>Attractive Financial Returns<br>Low Risk<br>Transaction<br>Attractive Deployment of Excess Capital<br>Seizing Opportunity in Difficult to Enter Markets<br>Experienced Merger Partner and Strong Integration Teams:<br><br>Completed 7 bank acquisitions since formation<br><br>Closed or consolidated 48 banking centers<br><br>Track record of exceeding projected cost savings |
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| Thank you.<br>(c) Copyright Statement |
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