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Section 1: 425 (FORM 8-K ON 3RD QTR 2019 INVESTOR PRESENTATION)

wsbc-425.htm

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

 

Washington, DC  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): August 21, 2019

 

 

Wesbanco, Inc.

(Exact name of registrant as specified in its charter)

 

West Virginia

000-08467

55-0571723

(State or other jurisdiction

(Commission File Number)

(IRS Employer

of incorporation)

 

Identification No.)

 

 

1 Bank Plaza, Wheeling, WV

26003

(Address of principal executive offices)

(Zip Code)

 

Registrant's telephone number, including area code:       (304) 234-9000

 

Former name or former address, if changed since last report:  Not Applicable

 

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

Common stock, $2.0833 par value

WSBC

NASDAQ Global Select Market

 

 

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

 

In accordance with general instruction B.2. of Form 8-K, the following information is furnished and shall not be deemed filed for the purpose of Section 18 of the Securities Exchange Act of 1934.

 

Representatives of the Registrant are scheduled to make various investor presentations during the third quarter of 2019.  A copy of this presentation is being furnished as Exhibit 99.1 in this Form 8-K.

 

ITEM 8.01 OTHER EVENTS

 

The information regarding the Company’s investor presentation materials set forth in Item 7.01 of this Current Report on Form 8-K is incorporated by reference in this Item 8.01.

 

Additional Information about the Merger and Where to Find It

 

On July 23, 2019, WesBanco and WesBanco Bank, Inc. (“WesBanco Bank”) entered into an Agreement and Plan of Merger with Old Line Bancshares, Inc. (“Old Line”) and Old Line Bank, Inc. (“Old Line Bank”), pursuant to which Old Line will be merged with and into WesBanco, with WesBanco being the surviving company (the “Merger”), and Old Line Bank will be merged with and into WesBanco Bank, with WesBanco Bank the surviving bank.  In connection with the proposed merger, WesBanco will file with the Securities and Exchange Commission (“SEC”) a Registration Statement on Form S-4 that will include a proxy statement of Old Line and WesBanco and a prospectus of WesBanco, as well as other relevant documents concerning the proposed transaction.  SHAREHOLDERS OF WESBANCO, STOCKHOLDERS OF OLD LINE AND OTHER INTERESTED PARTIES ARE URGED TO READ THE REGISTRATION STATEMENT AND THE PROXY STATEMENT/PROSPECTUS REGARDING THE MERGER WHEN IT BECOMES AVAILABLE AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. The Proxy Statement/Prospectus will be mailed to shareholders of WesBanco and stockholders of Old Line prior to the respective shareholder and stockholder meetings, which have not yet been scheduled. In addition, when the Registration Statement on Form S-4, which will include the Proxy Statements/Prospectus, and other related documents are filed by WesBanco with the SEC, they may be obtained for free at the SEC’s website at http://www.sec.gov, and from either WesBanco’s or Old Line’s website at http://www.wesbanco.com or http://www.oldlinebank.com, respectively.

Participants in the Solicitation

 

WesBanco and Old Line and their respective executive officers and directors may be deemed to be participants in the solicitation of proxies from the shareholders of WesBanco and the stockholders of Old Line in connection with the proposed merger. Information about the directors and executive officers of WesBanco is set forth in the proxy statement for WesBanco’s 2019 annual meeting of shareholders, as filed with the SEC on March 13, 2019 and as supplemented on April 5, 2019.  Information about the directors and executive officers of Old Line is set forth in the proxy statement for Old Line’s 2019 annual meeting of stockholders, as filed with the SEC on April 26, 2019.  Information about any other persons who may, under the rules of the SEC, be considered participants in the solicitation of WesBanco shareholders or Old Line stockholders in connection with the proposed merger will be included in the Proxy Statement/Prospectus. You can obtain free copies of these documents from the SEC, WesBanco or Old Line using the website information above.  This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

WESBANCO SHAREHOLDERS AND OLD LINE STOCKHOLDERS ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS CAREFULLY WHEN IT BECOMES AVAILABLE BEFORE MAKING ANY VOTING OR INVESTMENT DECISIONS WITH RESPECT TO THE PROPOSED MERGER.

 

 

 

 


 

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

 

(d) Exhibits:

 

99.1 - Presentation on second quarter 2019 results by WesBanco, Inc., at various investor conferences or other events in the third quarter of 2019.

 

104 – Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 


 

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.

 

 

 

WesBanco, Inc.

 

(Registrant)

 

 

Date:  August 21, 2019

/s/ Robert H. Young_________

 

Robert H. Young

 

Executive Vice President and

 

Chief Financial Officer

 

 

 

 

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Section 2: EX-99.1 (INVESTOR PRESENTATION)

wsbc-ex991_7.pptx.htm

Slide 0

John Iannone Senior Vice President, Investor & Public Relations 304-905-7021 Investor Presentation (Q3 2019) (WSBC financials as of Q2 2019)

Slide 1

Forward-looking statements in this report relating to WesBanco’s plans, strategies, objectives, expectations, intentions and adequacy of resources, are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. The information contained in this report should be read in conjunction with WesBanco’s Form 10-K for the year ended December 31, 2018 and documents subsequently filed by WesBanco with the Securities and Exchange Commission (“SEC”), including WesBanco’s Form 10-Q for the quarters ended March 31, 2019 and June 30, 2019, which are available at the SEC’s website, www.sec.gov or at WesBanco’s website, www.wesbanco.com. Investors are cautioned that forward-looking statements, which are not historical fact, involve risks and uncertainties, including those detailed under “Risk Factors” in Part I, Item 1A of WesBanco’s Annual Report on Form 10-K. Such statements are subject to important factors that could cause actual results to differ materially from those contemplated by such statements, including, without limitation, that the businesses of WesBanco and Old Line may not be integrated successfully or such integration may take longer to accomplish than excepted; the expected cost savings and any revenue synergies from the merger of WesBanco and Old Line may not be fully realized within the expected timeframes; disruption from the merger of WesBanco and Old Line may make it more difficult to maintain relationships with clients, associates, or suppliers; the effects of changing regional and national economic conditions; changes in interest rates, spreads on earning assets and interest-bearing liabilities, and associated interest rate sensitivity; sources of liquidity available to WesBanco and its related subsidiary operations; potential future credit losses and the credit risk of commercial, real estate, and consumer loan customers and their borrowing activities; actions of the Federal Reserve, the FDIC, the SEC, FINRA, the Municipal Securities Rulemaking Board, the Securities Investors Protection Corporation, and other regulatory bodies; potential legislative and federal and state regulatory actions and reform, including, without limitation, the impact of the implementation of the Dodd-Frank Act; adverse decisions of federal and state courts; fraud, scams and schemes of third parties; cyber security breaches; competitive conditions in the financial services industry; rapidly changing technology affecting financial services; marketability of debt instruments and corresponding impact on fair value adjustments; and/or other external developments materially impacting WesBanco’s operational and financial performance. WesBanco does not assume any duty to update forward looking statements. Forward-Looking Statements

Slide 2

In addition to the results of operations presented in accordance with Generally Accepted Accounting Principles (GAAP), WesBanco's management use, and this presentation contains or references, certain non-GAAP financial measures, such as tangible common equity/tangible assets; net income excluding after-tax merger-related expenses; efficiency ratio; return on average assets; and return on average tangible equity. WesBanco believes these financial measures provide information useful to investors in understanding our operational performance and business and performance trends which facilitate comparisons with the performance of others in the financial services industry. Although WesBanco believes that these non-GAAP financial measures enhance investors' understanding of WesBanco's business and performance, these non-GAAP financial measures should not be considered an alternative to GAAP. The non-GAAP financial measures contained therein should be read in conjunction with the audited financial statements and analysis as presented in the Annual Report on Form 10-K as well as the unaudited financial statements and analyses as presented in the Quarterly Reports on Forms 10-Q for WesBanco and its subsidiaries, as well as other filings that the company has made with the SEC. Non-GAAP Financial Measures

Slide 3

In connection with the proposed merger, WesBanco will file with the Securities and Exchange Commission (“SEC”) a Registration Statement on Form S-4 that will include a proxy statement of Old Line and WesBanco and a prospectus of WesBanco, as well as other relevant documents concerning the proposed transaction. SHAREHOLDERS OF WESBANCO, STOCKHOLDERS OF OLD LINE AND OTHER INTERESTED PARTIES ARE URGED TO READ THE REGISTRATION STATEMENT AND THE PROXY STATEMENT/PROSPECTUS REGARDING THE MERGER WHEN IT BECOMES AVAILABLE AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. The Proxy Statement/Prospectus will be mailed to shareholders of WesBanco and stockholders of Old Line prior to the respective shareholder and stockholder meetings, which have not yet been scheduled. In addition, when the Registration Statement on Form S-4, which will include the Proxy Statements/Prospectus, and other related documents are filed by WesBanco with the SEC, they may be obtained for free at the SEC’s website at http://www.sec.gov, and from either WesBanco’s or Old Line’s website at http://www.wesbanco.com or http://www.oldlinebank.com, respectively. Additional Information About the Merger and Where to Find It

Slide 4

WesBanco and Old Line and their respective executive officers and directors may be deemed to be participants in the solicitation of proxies from the shareholders of WesBanco and the stockholders of Old Line in connection with the proposed Merger. Information about the directors and executive officers of WesBanco is set forth in the proxy statement for WesBanco’s 2019 annual meeting of shareholders, as filed with the SEC on March 13, 2019 and as supplemented on April 5, 2019. Information about the directors and executive officers of Old Line is set forth in the proxy statement for Old Line’s 2019 annual meeting of stockholders, as filed with the SEC on April 26, 2019. Information about any other persons who may, under the rules of the SEC, be considered participants in the solicitation of WesBanco shareholders or Old Line stockholders in connection with the proposed Merger will be included in the Proxy Statement/Prospectus. You can obtain free copies of these documents from the SEC, WesBanco or Old Line using the website information above. This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. WESBANCO SHAREHOLDERS AND OLD LINE STOCKHOLDERS ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS CAREFULLY WHEN IT BECOMES AVAILABLE BEFORE MAKING ANY VOTING OR INVESTMENT DECISIONS WITH RESPECT TO THE PROPOSED MERGER. Participants in the Solicitation

Slide 5

Key Differentiators Balanced loan and deposit distribution across footprint Diversified earnings streams built for long-term success Strong market positions in economically diverse, major markets with positive demographic trends Robust legacy deposit base, enhanced by shale gas royalties Balanced and Diversified with Unique Long-Term Advantages Distinct and Well-Executed Long-Term Growth Strategies Legacy of Credit Quality, Risk Management, and Shareholder Focus Diversified growth engines with distinct strategies and established lending and wealth management teams Solid fee income generation led by wealth management Focus on positive operating leverage built upon a culture of expense management Strong legacy of credit quality and regulatory compliance Six consecutive “outstanding” CRA ratings since 2003 Critical, long-term focus on shareholder return through dividend and earnings growth History of successful franchise-enhancing acquisitions WesBanco [noun] \wes-baŋ-co\ – an emerging regional financial services institution, with a community bank at its core, focused on enhancing shareholder value

Slide 6

Balanced and Diversified Balanced loan and deposit distribution across diverse regional footprint Strong market positions across legacy and major metropolitan markets Diversified revenue generation engines supported by 100-year old trust business and proprietary mutual fund family Note: loan and deposit data as of 6/30/2019; location data as of 8/9/2019; market share based on 2018 MSA deposit rankings (approximated on map by circles) (Pittsburgh MSA excludes BNY Mellon; Columbus MSA excludes Wells Fargo branch & Nationwide Insurance) (source: S&P Global) Broad and Balanced Market Distribution Louisville Lexington Dayton Columbus Bloomington Akron Canton Charleston Wheeling Morgantown Huntington Fort Knox Elizabethtown #14 #13 #14 #1 #10 #10 #2 Strong Market Positions in Major Markets Frankfort #9 #1

Slide 7

Investment Rationale Balanced financial services company with a diversified earnings stream and a strong legacy of credit and risk management Disciplined growth that delivers positive operating leverage Emphasis on customer service to ensure relationship value that meets all customer needs efficiently and effectively Focus on shareholder value through earnings and dividend growth Distinct, and well-executed, long-term growth strategies built upon unique long-term advantages Core funding advantage driven by Marcellus and Utica shale regions Presence in diversified major markets supported by positive demographics and established lending and wealth management teams Solid wealth management business led by century-old, $4.5B trust operation Fundamental focus on expenses, enhanced by the “Wheeling advantage” WesBanco – well-positioned for continued, high-quality growth Note: assets as of 6/30/2019

Slide 8

Strategies for Long-Term Success

Slide 9

Long-Term Growth Strategies Focus on Delivering Positive Operating Leverage Strong Legacy of Credit Quality, Risk Management, and Compliance Diversified Loan Portfolio with C&I and Home Equity Lending Focus Long History of Strong Wealth Management Capabilities Retail Banking Service Strategies & Core Deposit Advantage Franchise-Enhancing Expansion within Contiguous Markets

Slide 10

Diversified Loan Portfolio Focus on strategic growth, diversification, and credit quality Expansion of Commercial & Industrial (C&I), Home Equity Lending, and Residential Mortgage portfolios Maintain high credit standards Full suite of treasury management products, including international services, foreign exchange, and enhanced wire and lockbox capabilities Average loans to average deposits ratio of 87.3% provides opportunity for continued loan growth Manageable lending exposure, with no significant concentrations, to the energy, hotel, and retail industries $7.7 Billion Loan Portfolio Note: loan and deposit data as of quarter ending 6/30/2019; CAGR based on 6/30/2014; organic CAGR excludes loans acquired from Farmers Capital Bank Corporation (8/20/2018), First Sentry Bancshares (4/5/2018), Your Community Bankshares (9/9/2016), and ESB Financial (2/10/2015) Five-Year CAGR Loan Category C&I HELOC Comm’l R/E (Total) Residential R/E Consumer Total 18% 15% 15% 13% 8% Organic 7% 7% 3% 2% (5%)

Slide 11

Private Banking $690MM in private banking loans and deposits 2,400+ relationships Growth opportunities from shale-related private wealth management Expansion in Kentucky and Indiana Strong Wealth Management Capabilities Note: assets, loans, deposits, and clients as of 6/30/2019; chart financials as of 12/31 unless otherwise stated; trust assets includes ~$0.6B from Farmers Capital Bank Corporation merger (closed August 2018) Private Banking Loans and Deposits (as of 12/31) ($MM) Trust & Investments $4.5B of trust and mutual fund assets under management 6,000+ relationships Growth opportunities from shale-related private wealth management Expansion in Kentucky and Indiana WesMark funds Securities Brokerage Securities investment sales Licensed banker program Investment advisory services Regional player/coach program Expand external business development opportunities Expansion in Kentucky and Indiana CAGR 42% Insurance Personal, commercial, title, health, and life Expand title business in all markets Applied quotation software utilization (personal) Third-party administrator (TPA) services for small business healthcare plans Trust Assets (Market Value as of 12/31) ($B) CAGR 4%

Slide 12

Franchise Expansion Targeted acquisitions in existing markets and new higher-growth metro areas Critical, long-term focus on shareholder return Strong capital and liquidity, along with strong regulatory compliance processes, provides ability to execute transactions quickly Diligent efforts to maintain a community bank-oriented value-based approach to our markets History of successful acquisitions that have improved earnings Contiguous Markets Radius Franchise-Enhancing Acquisitions OLBK: announced Jul-19; closing 4Q19/1Q20 (est.) FFKT: announced Apr-18; closed Aug-18 FTSB: announced Nov-17; closed Apr-18 YCB: announced May-16; closed Sep-16 ESB: announced Oct-14; closed Feb-15 FSBI: announced Jul-12; closed Nov-12 AmTrust: announced Jan-09; closed Mar-09 OAKF: announced Jul-07; closed Nov-07 Note: AmTrust was an acquisition of five branches YCB FFKT FTSB OAKF ESB & FSBI OLBK AmTrust branches

Slide 13

Positive Operating Leverage Disciplined growth, balanced by a fundamental focus on expense management and supported by franchise-enhancing acquisitions, in order to deliver positive operating leverage and enhance shareholder value Note: financial data as of 12/31; current year-to-date (YTD) data as of 6/30/2019; please see the reconciliations in the appendix YCB Merger (Sep-16) ESB Merger (Feb-15) Fidelity Merger (Nov-12) $10B Asset Threshold Preparations Begun Lending & Revenue Diversification Strategy Begun Assets up 131% Efficiency Ratio down 875bp FTSB Merger (Apr-18) FFKT Merger (Aug-18)

Slide 14

Returning Value to Shareholders Focus on appropriate capital allocation to provide financial flexibility while continuing to enhance shareholder value through dividend and earnings growth Q2 2019 dividend payout ratio of 37.8% provides upside potential Q2 2019 dividend yield 3.6%, compared to 3.2% for bank group Note: dividend through May 2019 declaration announcement; WSBC dividend payout ratio based on earnings per share excluding merger-related costs; WSBC dividend yield based upon 8/5/2019 closing stock price of $34.66; bank group ($7B to $15B total assets) dividend data as of 8/6/2019 (source: S&P Global) Tangible Book Value per Share ($) Quarterly Dividend per Share ($) +121% +77%

Slide 15

Financial Overview

Slide 16

Financial Performance Summary (Non-GAAP) excludes after-tax merger-related expenses represent annualized net loan charge-offs as percentage of average loans Note: please see the reconciliations to GAAP results in the appendix; Farmers Capital Bank Corporation merger closed August 2018; First Sentry Bancshares merger closed April 2018

Slide 17

Note: financial data as of quarter ending 6/30/2019, and compared to the quarter ending 6/30/2018; certain costs excludes after-tax merger-related expenses; please see the reconciliations to GAAP results in the appendix (1) Based on 2018 deposit rankings (excludes closed branch deposits; Washington, D.C. excludes E*Trade Financial Corp.)(source: S&P Global) Financial and Operational Highlights – Q2 2019 Strong profitability with year-over-year growth in earnings supported by two acquisitions, strong credit quality, and solid expense management Net income up 19.9% to $44.9 million and, reflecting higher shares outstanding due to acquisitions, EPS up 2.5% to $0.82 (excluding certain costs) Stable quarterly net interest margin on both a reported basis (up 24bp year-over-year) and when excluding purchase accounting accretion Strong efficiency ratio of 54.9%, relatively stable during the last two years Return on average tangible common equity of 16.4% (excluding certain costs) Continued strength across key credit quality ratios and in comparison to peers Since 2016, significantly diversified into new, higher-growth markets with great demographics to span six states across the Midwest, Mid-South, and, now, the Mid-Atlantic with recent merger proposal On 7/23/2019, announced merger with Old Line Bancshares, Inc., a $3.1 billion asset, commercially-oriented community bank in the state of Maryland OLBK deposit market share(1): #9 in Maryland; #11 in the Baltimore MSA; and #16 in the Washington, D.C. MSA

Slide 18

Net Interest Margin (NIM) NIM reflects the benefit to asset yields from the increases in the Federal Reserve Board’s target federal funds rate during 2018 and the higher margins on the acquired Farmers Capital net assets plus purchase accounting, partially offset by higher overall funding costs and a flattening of the yield curve Not immune from the current factors affecting NIMs across the industry, including a very flat spread between the 2-year and 10-year Treasuries and an overall low longer-term rate environment Core deposit funding advantage, combined with a low loan-to-deposit ratio, will help to manage overall deposit funding costs and aid profitability Net Interest Margin (FTE) Note: the “yield curve” represents the spread difference in the market yields for the 2-year and 10-year U.S. Treasury securities; the spread was ~125bp at 12/31/2016 and declined to ~30bp at 6/30/2019 (source: Federal Reserve H.15 Selected Interest Rates) Year-to-Date

Slide 19

Benefits of Core Deposit Funding Advantage Robust legacy deposit base, enhanced by shale energy-related royalties These royalties have averaged low 8-figure monthly deposit in-flows for WesBanco, and have helped control total deposit funding costs (incl. non-int. bearing) During the last five years: Total deposits (excluding CDs) have grown organically at a 3% CAGR Total demand deposits have grown organically at a 7% CAGR to represent 52% of total deposits Total deposit funding costs only increased 16bp, despite nine increases in the Federal Reserve Board’s target federal funds rate – a total deposit beta of 7% Note: deposit data as of 6/30/2014, 6/30/2018, and 6/30/2019, and reflects quarterly averages; royalty deposit in-flows represent a YTD average Avg Deposits as of 6/30/2019 Funding Cost Interest-Bearing = 0.70% Total Deposits = 0.50% Avg Deposits as of 6/30/2018 Funding Cost Interest-Bearing = 0.53% Total Deposits = 0.39% Avg Deposits as of 6/30/2014 Funding Cost Interest-Bearing = 0.43% Total Deposits = 0.34%

Slide 20

Strong legacy of credit and risk management Based upon conservative underwriting standards and approval processes Centralized back-office and loan funding functions Mature enterprise risk management program headed by Chief Risk Officer addressing key risks in all business lines and functional areas Enhanced compliance and risk management system and testing platform Strong and scalable BSA/AML function Prepared for CFPB consumer compliance supervision Strong and improving regulatory capital ratios significantly above regulatory requirements, and higher tangible common equity (TCE) levels Six consecutive “outstanding” CRA ratings since 2003 Risk Management and Regulatory Compliance Basel III Tier 1 Risk-Based Capital Ratio Basel III Common Equity Tier 1 Capital Ratio Note: Farmers Capital Bank Corporation merger closed August 2018; First Sentry Bancshares merger closed April 2018

Slide 21

Favorable Operating Metrics Disciplined execution upon growth strategies providing favorable performance versus peer group across key operating metrics Note: financial data as of 12/31; current YTD data as of 6/30/2019; please see the reconciliations in the appendix; peer group includes AUB, CBU, EGBN, FNB, FCF, FFBC, FRME, NBTB, ONB, PRK, PNFP, SRCE, STBA, TCF, TMP, TOWN, UBSI; peer ratios from S&P Global and company reports (as of 8/6/2019) and represent simple averages for ROATCE & efficiency ratio, and weighted averages for ROAA & NPAs to Assets; passage of the “Tax Cuts and Jobs Act” in late-2017 positively impacts ROAA and ROTCE from 2018 forward Efficiency Ratio Return on Average Assets Return on Average Tangible Equity Non-Performing Assets to Total Assets * 2017 Peer Average adjusted for net deferred tax asset revaluation (sources: S&P Global, company reports) * *

Slide 22

Acquisition of Old Line Bancshares, Inc. NOTE: as disclosed in the investor presentation filed on Form 8-K on 7/23/2019; please see associated reconciliations in that filing

Slide 23

Transaction Highlights WesBanco will enter the two fastest growing MSAs in the Mid-Atlantic region Strong deposit market share in Washington D.C. (#16) and Baltimore (#11) MSAs(1) Top 10 deposit market share in state of Maryland (#9)(1) Combination of WSBC’s superior funding and wealth management capabilities with attractive growth markets should lead to strategic growth and profitability Approximately $16 billion in pro-forma total assets, providing enhanced scale to help cover the costs associated with the Durbin amendment Adds approximately $2.4 billion in deposits throughout the Washington D.C. and Baltimore metropolitan markets OLBK has $64 million in average deposits per financial center Strategic Rationale Financially Compelling Expected to be 4.3% accretive to 2020 EPS(2) & 6.2% accretive to 2021 EPS(2) Tangible book value (“TBV”) dilution of 3.8% at closing TBV earn-back estimated to be approximately 3.3 years(3), including all merger-related expenses, purchase accounting adjustments, and cost savings Internal rate of return greater than 20% Pro-forma capital ratios remain substantially in excess of “well-capitalized” guidelines – even with Tier 1 TruPS moving to Tier 2 Source: S&P Global Market Intelligence, deposit market share data as of June 30, 2018; does not include deposits from closed branches and excludes E*TRADE Financial Corp. from Washington D.C. MSA Excludes merger-related charges; assumes 75% cost savings phase-in 2020 and 100% phase-in thereafter Based on the crossover method, defined as the number of years for projected pro forma TBV per share to exceed projected stand-alone TBV per share NOTE: as disclosed in the investor presentation filed on Form 8-K on 7/23/2019; please see associated reconciliations in that filing

Slide 24

Summary of Key Terms Consideration OLBK stockholders to receive 0.7844 of a share of WSBC common stock for each share of OLBK common stock held, including stock options 100% stock consideration Implied consideration of $29.22 per share, or $500 million in aggregate(1) Management and Board of Directors James W. Cornelsen, OLBK President & CEO, will join WSBC as Chairman of the Mid-Atlantic Market Mark Semanie, OLBK EVP & COO, to join WSBC as Market President of the Mid-Atlantic Market; and, local leadership to remain in-place Two current OLBK directors, James W. Cornelsen and Gregory S. Proctor, Jr., anticipated to join the WSBC Board of Directors Due Diligence Extensive diligence completed, including significant credit, operational, finance, and personnel reviews Walk-Away Provision 20% “double-trigger” walk-away provision versus the NASDAQ Bank Index Pro-Forma Ownership 80.4% WSBC / 19.6% OLBK Required Approvals Approval of WSBC and OLBK shareholders, and customary regulatory approvals Expected Closing During the next two to three quarters Pricing based on WSBC stock price of $37.25 as of 7/22/2019; based on 16,999,146 OLBK shares outstanding and 281,253 stock options with a weighted average strike price of $17.25 NOTE: as disclosed in the investor presentation filed on Form 8-K on 7/23/2019; please see associated reconciliations in that filing

Slide 25

Strong Market Positions Across Footprint Source: S&P Global Market Intelligence Note: Location data as of 7/22/2019; market share based on 2018 MSA deposit rankings (approximated on map by circles) (Pittsburgh MSA excludes BNY Mellon; Columbus MSA excludes single Wells Fargo branch & Nationwide Insurance; Washington, D.C. MSA excludes E*Trade Financial Corp.) #9 Wheeling #1 WSBC (199) OLBK (37) #14 #13 #14 #1 #10 #10 #2 #11 #16 #5 Fort Knox - Elizabethtown Merger is consistent with WesBanco’s distinct, and well-executed, long-term growth strategies, and the combined company is positioned to benefit from WesBanco’s unique long-term advantages Louisville Lexington Frankfort Dayton Columbus Morgantown Charleston Huntington Baltimore Lexington Park NOTE: as disclosed in the investor presentation filed on Form 8-K on 7/23/2019; please see associated reconciliations in that filing

Slide 26

Broad and Balanced Market Distribution Notes: Loan and deposit data as of 6/30/2019; assumes all OLBK deposits in the state of Maryland; does not include any purchase accounting or merger related adjustments WesBanco (Current) WesBanco (Pro-Forma) NOTE: as disclosed in the investor presentation filed on Form 8-K on 7/23/2019; please see associated reconciliations in that filing

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Appendix

Slide 28

Stock Performance: Long-Term Cumulative Return Note: cumulative return since WSBC IPO compared to the cumulative return for the S&P500 Index over the same time period

Slide 29

Pennsylvania Long-Term Core Deposit Funding Advantage Sources: location data as of 2/5/2019; county deposit share and market share based on 2018 MSA deposit rankings (Pittsburgh MSA excludes BNY Mellon; Columbus MSA excludes single Wells Fargo branch & Nationwide Insurance) (source: S&P Global); shale formations & infrastructure various Columbus Wheeling Louisville Lexington Morgantown Dayton Huntington ? Shale Formations & Infrastructure Marcellus Shale region Utica Shale region Shell cracker plant proposed cracker plant proposed Appalachia storage ? Pittsburgh #10 Mkt Share W. Virginia #2 Mkt Share Columbus #13 Mkt Share Frankfort Indiana Kentucky Ohio West Virginia

Slide 30

Executive Position Years in Banking Years at WSBC Todd Clossin President & Chief Executive Officer 35 6 Robert Young EVP – Chief Financial Officer 33 18 Ivan Burdine EVP – Chief Credit Officer 39 6 Jonathan Dargusch EVP – Wealth Management 38 9 Steve Lawrence EVP – Chief Internal Auditor 39 25 Michael Perkins EVP – Chief Risk & Administration Officer 31* 24 Anthony Pietranton EVP – Human Resources 31** 6 Brent Richmond EVP – Treasury & Strategic Planning 34 17 Jayson Zatta EVP – Chief Banking Officer 33 11 Experienced and Stable Management Team * in financial services, including 23 in banking ** in financial services, including nine in banking

Slide 31

Financial Performance Summary Trend – Annual Efficiency Ratio (1) Net Income (1) ($MM) (1) excludes merger-related expenses and net deferred tax asset revaluation (as applicable) Note: please see the reconciliations to GAAP results in the appendix; Farmers Capital Bank Corporation merger closed August 2018; First Sentry Bancshares merger closed April 2018, Your Community Bankshares merger closed September 2016; ESB Financial merger closed February 2015 Return on Average Tangible Equity (1) Return on Average Assets (1)

Slide 32

Loan loss allowance decline due to improvement in credit quality Legacy Loan Loss Allowance and Total Loans Non-Performing Assets to Total Assets Net Charge-Offs as % of Average Loans NPAs to Total Loans, OREO & Repossessed Assets Diligent Focus on Credit Quality – Annual Trend Note: please see the reconciliations to GAAP results in the appendix; Farmers Capital Bank Corporation merger closed August 2018; First Sentry Bancshares merger closed April 2018, Your Community Bankshares merger closed September 2016; ESB Financial merger closed February 2015; “Legacy” as defined in WSBC’s ALLL model glossary are “loans that were originated by WesBanco Bank, Inc.”

Slide 33

Commercial Loan Outstanding Detail – Year-End Note: loan data as of December 31st period ends (as reported in applicable Form 10-K) and includes acquired loans from the Farmers Capital Bank Corporation (August 2018), First Sentry Bancshares (April 2018), Your Community Bankshares (September 2016), and ESB Financial (February 2015) mergers

Slide 34

Reconciliation: Efficiency Ratio & Operating Leverage Note: “efficiency ratio” is non-interest expense excluding restructuring and merger-related expense divided by total income; FTE represents fully taxable equivalent; Farmers Capital Bank Corporation merger closed August 2018; First Sentry Bancshares merger closed April 2018, Your Community Bankshares merger closed September 2016; ESB Financial merger closed February 2015; Fidelity Bancorp merger closed November 2012; AmTrust 5 branch acquisition closed March 2009

Slide 35

Reconciliation: Net Income and EPS (Diluted) Note: Farmers Capital Bank Corporation merger closed August 2018; First Sentry Bancshares merger closed April 2018, Your Community Bankshares merger closed September 2016; ESB Financial merger closed February 2015

Slide 36

(1) three-, six-, and nine-month (as applicable) figures are annualized Note: Farmers Capital Bank Corporation merger closed August 2018; First Sentry Bancshares merger closed April 2018, Your Community Bankshares merger closed September 2016; ESB Financial merger closed February 2015 Reconciliation: Return on Average Assets

Slide 37

(1) three-, six-, and nine-month (as applicable) figures are annualized; amortization of intangibles tax effected at 21% for 2018 forward, and 35% for all prior periods Note: Farmers Capital Bank Corporation merger closed August 2018; First Sentry Bancshares merger closed April 2018, Your Community Bankshares merger closed September 2016; ESB Financial merger closed February 2015 Reconciliation: Return on Average Tangible Equity

Slide 38

Note: Farmers Capital Bank Corporation merger closed August 2018; First Sentry Bancshares merger closed April 2018, Your Community Bankshares merger closed September 2016; ESB Financial merger closed February 2015; “Legacy” as defined in WSBC’s ALLL model glossary are “loans that were originated by WesBanco Bank, Inc.” Reconciliation: Legacy Loan Loss Allowance and Total Loans

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Section 3: EX-99.1 (INVESTOR PRESENTATION IN PDF)

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