Hello, everyone, and thank you for joining the Equity Bancshares and NBC merger call. My name is Marie, and I will be coordinating your call today. During the presentation, you can register a question by pressing star followed by one on your telephone keypad. If you change your mind, please press star followed by two.
Good morning, and thanks for joining Equity Bancshares Conference Call. This call is being recorded and is available via webcast on our investor relations site along with the corresponding presentation slides. Before we begin, let me remind you that today's presentation contains forward-looking statements, and actual results may vary. Following the presentation, we will allow time for questions and further discussion. Thank you all for joining us. With that, I'd like to turn it over to Equity Bancshares Chairman and CEO, Brad Elliott.
Good morning, everyone. Thanks for joining our call today. We have some exciting news to share. Equity Bancshares and NBC Corp have agreed to merge. Our banks are coming together under the Equity brand to serve even more communities in Oklahoma. With this merger, we'll be adding Oklahoma locations in Altus, Kingfisher, Enid, Alva, and Oklahoma City to our existing branches in Guymon, Tulsa, Ponca City, and Newkirk. NBC shares our passion for serving the customers and communities of Oklahoma, and we are thrilled to partner with them. This merger is a big step forward for our company, and we're excited about the future. In addition to the new community markets, it brings Equity into Oklahoma City, which has been a strategic expansion goal for our company for over a decade.
Consistent with the equity approach, this brings an additional market focused on asset generation and efficient deployment of funds as we continue to focus on long-term sustainable organic growth. Joining me today are Ken Ferguson, Chairman of NBC, H.K. Hatcher, CEO of NBC, Rick Sems, CEO of Equity Bank, and Chris Navratil, CFO of Equity. After the merger, Ken will become our largest non-institutional shareholder and will join our company and bank boards, as well as our Directors' Credit Committee. We're looking forward to his leadership and insights as we grow together. Ken, thank you for trusting in equity and our vision for serving communities.
Thank you, Brad. It is an exciting day for me. We've worked really hard to build NBC brand in Oklahoma, and we know that we will only partner with a bank that would be as dedicated to our region and our communities as we have been. We are delighted to have found a partner in Equity Bank. The combined bank will have a sufficient presence in 15 locations throughout Oklahoma, allowing our customers to continue to bank on their terms in their community. Brad and team, our board, and bank personnel are glad to combine with Equity Bank. Your teams have repeatedly demonstrated the ability to transition banks into your platform successfully, enhancing the customer experience while assuring their ability to bank as they always have. You embrace community banking and have consistently invested in the communities in which you operate.
We look forward to being a significant contributor to the franchise growth story into the future.
Thank you, Ken. You are a proven banker who built a remarkable franchise, and we appreciate the partnership. With NBC's assets totaling over $900 million as of December 31, this merger marks the largest transaction in the history of Equity Bank. NBC's approach to customer service and balance sheet construction are well aligned with Equity, with the pro forma balance sheet comprising $6.4 billion in assets, a loan-to-deposit ratio in the low 80s, and deposit costs of approximately 2%. The footprint complements the legacy franchise both via new market additions as well as a symbiotic approach to serving both community and metro markets. We intend to retain all branches. We will provide the same excellent service NBC is known for while adding the services and capability of the larger combined franchises. Key to our strategy is the continued service of H.K.
Hatcher, who will serve as our Regional President covering the legacy NBC locations, and Glenn Floresca, who will serve as Market President of Oklahoma City. They have been drivers of the NBC story for a long time, bringing a wealth of experience, a proven track record to these markets, and we look forward to assisting them and their teams as they continue to grow. H., we welcome you and your team to Equity.
Thank you, Rick. In my 30-plus years working for NBC and serving the communities in which we operate, I have had the privilege of seeing realized successes for our organization, our customers, and our teams. We have built a community banking franchise structured to meet our customers and their places of business with timely, facilitated decision-making that allows for the continued growth of our communities. I am excited to join with a like-minded franchise in Equity Bank, expanding our capacities while remaining focused on serving our customers and our markets in the state of Oklahoma. We are proud of all that we've accomplished as an independent bank and look forward to all we will accomplish as a meaningful part of the Equity Bank franchise.
Ken, H. and all NBC stakeholders, you have our commitment to continue the local legacies you have created. We look forward to equipping your talented team members with the tools of Equity's franchise as we continue to serve the customers and communities as you have through the years. Ken has served as the past Chairman of the Oklahoma Bankers Association and the past Chairman of the American Bankers Association. Ken brings community banking expertise, national industry expertise, and a robust banking network to the Equity Board of Directors. I think this will be invaluable as we continue to build our franchise in the Midwest. Chris is now going to join to get into the specifics of the merger. Chris.
Thanks, Brad. Under the terms of the merger agreement, NBC stockholders received 3.219 shares of Equity common stock and $35.59 in cash for each share, yielding a consideration split of approximately 80/20 stock to cash. With the capital raised in December, Equity Banc shares have sufficient funds on hand to facilitate the cash portion of the transaction, improving accretion while deploying the funds as we anticipated during the raise process. Equity expects the merger to be $0.17 or 4.6% accretive to diluted earnings per share in 2025 and $0.50 or 12.4% accretive to earnings per share in 2026, with tangible book value dilution of 5% fully earned back within three years.
Included in our modeling of the transaction were synergistic cost savings of approximately 34.5%, expected to be realized 50% in 2025 and 100% in 2026, and deal expenses of $9.1 million pre-tax, $4.1 million of which are attributable to NBC pre-deal close. Loan portfolio modeling includes a credit mark of $7.6 million or 1.1% of gross loans. It is modeled to be split 60/40, non-PCD to PCD, resulting in a $4.5 million provision on day one to account for the CECL double count. The loan interest rate mark is estimated at $7.9 million or 1.2%. NBC's bond portfolio is classified as available for sale and carried at current market value. No changes were made to carrying value for the purposes of the pro forma. Core deposit intangible is estimated at 1.9% of deposits, excluding time products.
Pro forma capital, as of anticipated close, reflects 13.42% CET1, 16.2% total risk- based, and 9.23% TCE, all well above internal and regulatory thresholds. We expect to complete the merger early in the third quarter with system conversion in the back half of the quarter. Brad, I'll turn the call back over to you.
Thank you, Chris. Ken, thank you again for trusting us to bring the Equity Bank family into your markets to serve your customers. We will continue the banking tradition you started 40-plus years ago and make the future for our combined group even brighter. Our guiding principles are exceptional service for our customers, growth and development of our employees, and a solid return for our shareholders. We believe this agreement puts us in a position to continue to execute on each. As we look forward, Equity Banc shares continue to hold more than $67 million from the capital raise closed in December. The market remains active, and opportunities continue to arise. This excess capital positions us to execute if and when strategic fit and transaction discipline align. Thank you for your time this morning and your interest in Equity Banc shares. We will now open the line up for questions.
To ask a question, please press star followed by one on your telephone keypad now. If you change your mind, please press star followed by two. When preparing to ask your question, please ensure that your device is unmuted locally. Our first question comes from the line of Terry McEvoy of Stephens. Please go ahead.
Hi. Thanks. Good morning. First off, congratulations to all of you on the merger news. Maybe just as a first question, could you just talk about Oklahoma City? You're now top 10 market share in the city and maybe discuss the opportunities in that market, thoughts on further investments in bankers and branches. I do know you added recently to the management in that market.
Yeah. Terry, thanks for joining this morning. This is a market we've been trying to get into for several years. We wanted to get in here with the right management team and the right opportunity, and we're very positive that we have that today. As we did when we entered Kansas City several years ago, now 15 years ago, it's been a series of our process, but as Kansas City is now almost a billion-dollar market for us, and I don't know how many exact branches we have in that market, but seven or eight branches. We'll do the same thing in Oklahoma City. It'll be something we continue to build out over time and add to over time. I think with a really strong foundation that we just partnered with NBC, I think it gives us a great opportunity to do that.
Thanks, Brad. Maybe as a follow-up, the NBC's loan portfolio, 21% is in the ag-related, any color on that portfolio. I know yours is a bit different, but any high-level commentary given some of the macro events would be insightful. Thanks.
Yeah. Just like our portfolio, it's very conservatively underwritten in the markets that they serve, very granular. Low loan-to-value, low leverage. There's nothing in there that gave us any concern whatsoever. Although there are some macro events going on, tariffs, we don't anticipate that that's going to affect any of the opportunities that we have in that opportunity set. We still think we're in a great position on the ag portfolio. It will still be less than 10% of our total portfolio, so it's not a big portion of what we do as a company, but it is something we do in the markets that we serve.
Great. Thanks for taking my questions.
Thanks, Terry.
We have a question from the line of Andrew Liesch of Piper Sandler. Please go ahead.
Hey, everyone. Good morning and congratulations on the news. Just a question on the background of the deal. If you can just provide us some more information on how long you've known each other and maybe some other due diligence and details there that allowed you to get comfortable with each other.
Yeah. So I've known of them for several years. I had the opportunity to meet them last year and really got to meet one another and socialize. In a transaction like this for Equity, one of the things that we were looking for was a partner that we thought we met up with well. When you're entering a market like Oklahoma City, you want to have like-minded people and like types of products. We think we've met that. I think they think they've met that. They've also been looking for someone they could partner with for several years. As we met one another, it just came together fairly easily because we have similar values, look at things very similarly, and culturally fit very similarly. Came together pretty easy, Andrew, from that aspect.
I think it's something we can build on as we grow the company in Oklahoma City. It helps us that Greg Kossover rejoined our company. He lives in Tulsa, but will help work over here and help them mesh into our credit process. I think that's going to be a really, really good fit and easy process. It kind of shows you why we, part of the reason why we brought Greg back to the company.
Got it. That's very helpful. That's my only follow-up question. I will step back.
Thanks, Andrew.
As a reminder, to ask a question, please press star followed by one on your telephone keypad. We have a question from Damon Del Monte of KBW. Please go ahead.
Hey, good morning, guys. Congrats on a nice transaction for you. Brad, I think you mentioned you still have some dry powder left over from the capital raise at the end of last year. Just kind of curious on your thoughts. Does this transaction kind of prohibit you from pursuing other opportunities over the next, call it, four or five months? Do you feel that you guys can juggle more than one transaction at a time? Kind of just curious on your thoughts around that.
Yeah. What I would tell you, Damon, is, as we've said before, we think we can do two to three a year. We have lots of conversations going on with other people that will continue in those opportunities. We do not think this precludes us from continuing to work on those things. We have been good at juggling multiple opportunities for years, as we have announced multiple deals three different times in the history of the company. This is a great opportunity, but in a lot of ways, it is very straightforward in that it has seven branches in Oklahoma, and we have a great management team here. It really does not distract us from the other things that we are currently working on as well.
Okay. Great. Appreciate that. Maybe for Chris, when we think about the amortization of the interest rate marks, what is the expected average life of those loans? Just kind of trying to model out the cadence of the accretion for the mark.
Yeah. On the loan interest rate side, we're looking at them as a four-year life and effectively just doing it evenly over those four years. We're not front-loading any of that accretion for modeling purposes.
Got it. Okay. Great. That's all that I had. Thank you very much.
Thanks, David.
We currently have no further questions. This concludes today's call. Thank you for joining. You may now disconnect your line.