UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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): May 10, 2016
First Busey Corporation
(Exact name of registrant as specified in its charter)
(Exact name of registrant as specified in its charter)
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Nevada
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0-15950
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37-1078406
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(I.R.S. Employer Identification No.)
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100 W. University Ave.
Champaign, Illinois 61820
(Address of principal executive offices) (Zip code)
Champaign, Illinois 61820
(Address of principal executive offices) (Zip code)
(217) 365-4544
(Registrant's telephone number, including area code)
(Registrant's telephone number, including area code)
N/A
(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)) |
| Item 7.01 | Regulation FD Disclosure |
On May 10, 2016, First Busey Corporation's Chief Financial Officer Robin Elliott made a presentation to certain investors at the D.A. Davidson 18th Annual Financial Institutions Conference, in Denver, Colorado.
The investor presentation materials are attached as Exhibit 99.1 to this report and are incorporated herein by reference. The investor presentation materials are being furnished, not filed, under Item 7.01 of this Form 8-K.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| 99.1 |
First Busey Corporation's presentation slides, D.A. Davidson 18th Annual Financial Institutions Conference dated May 10, 2016.
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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.
| Date: May 10, 2016 | First Busey Corporation |
By: /s/ Robin N. Elliott
Name: Robin N. Elliott
Title: Chief Financial Officer
2016 :
•Balance Sheet Strength
•Maintain Organic Growth
•Entry Into St. Louis - Pulaski
•Build Out Indianapolis
•Continue Culture Enhancements
Busey Summary
- Founded in 1868 - Same Name, Same Charter
- Built on Numerous Acquisitions in Central Illinois
- Two Banks - Busey Bank and Pulaski Bank
- Busey Bank - $3.9 Billion
- 28 Illinois Branches, 1 Indianapolis, 6 Southwest Florida
- Pulaski Bank - $1.6 Billion
- Acquired April 30, 2016
- 13 Branches in St. Louis MSA
- Wealth Management - $5.0 Billion Assets Under Care
- Busey Wealth Management - Illinois Based Wealth Management
- Trevett Capital Partners - Boutique High Net Worth
- Busey Ag Management - 90,000+ Acres
- FirsTech - A Remittance Processing Company
- Shortening and Automating Cash Collections for Large Companies
- Delivers Customized Solutions to the Middle Market
Balance Sheet Strength
- Balance Sheet Strength, Profitability and Growth . . . In that Order
- Asset Quality Solid - Q1 2016
- ALL to Loans - 1.75%
- ALL to NPLs - 253.5%
- Classified Assets Ratio - 15.5%
- NPL Largely Consist of Three Credits
- Strong Capital Base - Q1 2016
- Redeemed SBLF Q4 2015 - $72.3 million
- 9+% Tangible Common Equity, Ample Room for Growth
- Strong Dividend Yield at 3.2% based upon $21.00 BUSE
54%
5Y Total Return of
BUSE1
BUSE1
1 SNL May 6, 2016
70%
3Y Total Return of
BUSE1
BUSE1
Balance Sheet Strength
- Balance Sheet Strength, Profitability and Growth . . . In that Order
- Solid Core Funding Base
-Q1 Cost of Deposits - 14 bps
-24% Non-interest Bearing Deposits
Loan Growth
- Strategic Investment in 2011 and 2012 into Commercial Organic Growth
- Compounded Annual Growth Rate YE 2011 to YE 2015 - 5.6%
- Ex-Q1 2015 Herget Acquisition
- Herget All Cash Acquisition, Contributed ~$90 million in Loans
- Seasonal Q1 Annual Decline - Typically 1.5%-2.0% Loan Balances
- Q1 2016 Down 2% vs. December 31, 2015
Non-Interest Income
- 36.1% of Total Revenue is Non-Interest Income1
- 14.2% Revenues from Wealth Management
- 6.7% Revenues from FirsTech
- Busey Wealth Management2
- $23.9 Million Revenue
- $7.9 Million Pre-tax Margin
- FirsTech2
- $11.4 Million Revenue3
- $2.9 Million Pre-tax Margin
1 - At March 31, 2016, Excludes Security Gains/ Losses
2 - Graph and Data - Full year 2015
5 Year Earnings Growth
Expands into Saint Louis
Transaction Rationale
Strategically
Compelling
Compelling
Financially
Attractive
Attractive
Low Risk
q Comprehensive due diligence process and thorough loan review completed
q PULB has an experienced and deep management team to assist in post merger operations,
integration, and market expansion
integration, and market expansion
q PULB has a similar culture which will facilitate a successful integration process
q Creates a $5.5 billion asset Midwest community bank with greater scale, operating
efficiency, along with geographic and balance sheet diversification
efficiency, along with geographic and balance sheet diversification
q Franchise expansion into attractive St. Louis market
q Significant transaction with top-tier institution
q Provides strong St. Louis commercial banking platform with cross-sale opportunities for
BUSE wealth management and complimentary mortgage strategies
BUSE wealth management and complimentary mortgage strategies
q Clayton, MO is hub for FirsTech, BUSE’s payment processing subsidiary - natural market
expansion because of BUSE’s presence in the St. Louis market
expansion because of BUSE’s presence in the St. Louis market
q Significant accretion to core earnings
q Tangible book value dilution earn back of approximately 3 years
q Robust internal rate of return
q Pricing multiples in line with other recent transactions for banks similar in size and
geography to PULB
geography to PULB
q Leverages excess capital of BUSE
Transaction Pro Forma Financial Implications
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Earnings Accretion 1st Full Year of Operations
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10% - 12%
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Tangible Book Value Dilution at Close
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3.8%
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Tangible Book Value Per Share Earn Back at Close
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~3 years
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8.2%
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Pro Forma Tier 1 Common Ratio
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10.5%
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Pro Forma Total Risk Based Capital Ratio
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13.3%
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Pro Forma TCE Ratio
Earnings, Tangible Book Value and Capital Ratios
Transaction Meets All M&A Disciplines
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Key Attributes
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PULB
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Rationale1
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Franchise:
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q High-density metro market with growth
opportunities in commercial & wealth
management |
Significant entry in the attractive St. Louis
market, Midwest’s 4th largest MSA |
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q Mature franchise with an attractive deposit base
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ü
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More than $1.1 billion deposits, 79% core,
overall cost of deposits 39 bps, 93 year old institution |
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q Strong commercial lending platform
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ü
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43% of PULB loans in C&I and Comm. RE, significant
cross selling opportunities for BUSE wealth management product line |
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q Complimentary mortgage strategies
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ü
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Ability to enhance value of PULB’s strong
mortgage originations through cross selling BUSE retail and wealth management products |
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q Complementary culture
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ü
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Similar culture, efficient transition
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q Attractive TBV earn back period
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Approximately 3 years
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Key Attributes
PULB
Rationale1
Franchise:
ü
q Complementary culture
ü
Similar culture, efficient transition
Financial:
q Accretive to EPS
ü
Immediately accretive to earnings excluding transaction costs,
first full year accretion approximately 10% - 12%
first full year accretion approximately 10% - 12%
q Attractive TBV earn back period
ü
Approximately 3 years
q Conservative credit marks and reasonable cost
saves
saves
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2.3% of total loans and over 100% of NPAs; 25%
cost savings
cost savings
1 As of September 30, 2015
Indianapolis
14
- Presence in Indianapolis for Over 20 Years
- $210MM + In Loans
- $40MM Deposits
- Hired Experienced Market President April 2016
- First Full Service Location January 2017
Continued Culture Enhancements
- Associates
- Full Training Program for Vast Majority of Associates
- Wellness Program with over 75% Adoption
- 4.15 of 5 Associate Engagement Score (Gallup), Up 0.3% from Prior Year
- Customers
- Net Promoter Score - Widely Used Customer Promoter Score
- Results and Trends are Positive
- Internal Service Scores
- Communities
- Financial - $1MM + by Busey and Associates
- Human - 13,000 + Hours by 700+ Associates
- Social - Leaders at the Table