Ladies and gentlemen, thank you for standing by. I'd like to introduce your host, Mr. James Eccher, Chairman, President, and CEO for Old Second Bancorp. Sir, please begin.
Thank you and good morning. I would like to welcome everyone to our call, and I appreciate you taking the time to listen in. Joining me this morning is Brad Adams, our company's Chief Operating Officer and Chief Financial Officer, and Gary Collins, our Vice Chairman. This morning, Old Second and Evergreen issued a joint press release announcing the acquisition of Bancorp Financial and its subsidiaries, Evergreen Bank Group. Before we begin, I would like to remind everyone on the call that a copy of the release and the accompanying presentation can be found on our website and were filed on SEC Form 8-K this morning. The subject matter discussed in our call this morning and the related investor presentation will be addressed in filings with the SEC. We urge you to read the materials as they become available because they will contain important information.
Information regarding the person who may, under the rules of the SEC, be considered participants in the solicitation of Bancorp Financial's shareholders in connection with the proposed transaction will be set forth in proxy statement prospectus when it is filed with the SEC. For additional information about the merger and where to find it, please see the slide entitled "Additional Information" and the related investor presentation. In addition, we'd like to caution you that this call and the related investor presentation contain forward-looking statements about our expectations or predictions of future financial or business performance or condition with respect to the proposed merger. Please refer to the cautionary note regarding forward-looking statements in the investor presentation for a description of the risks and uncertainties that could cause actual results to differ materially from those reflected in any forward-looking statements.
We are very excited to announce this morning a combination of Old Second and Evergreen. Importantly, as we start this off, I would like to welcome the Evergreen team members to Old Second. We believe we have a strong future together, and we look forward to working with you. The opportunity to pursue this combination is particularly exciting for us because Evergreen is a franchise we have known and respected for a very long time. From its founding following a merger in the western suburbs of Chicago, Darren Campbell, the CEO of Evergreen and his team, has built a highly profitable franchise by concentrating on the business that they know best. They have built the best-in-class consumer lending franchise that has competed and won against some of the biggest and best banks in the country.
We feel that Evergreen is the perfect partner in helping us diversify and grow our asset generation capability. As many of you know, we have spent much of the last years following the acquisition of an unlevered deposit franchise focused on this goal. This transaction is an important step forward in continuing to build a better and more diversified lending franchise. It will improve our profitability and operating efficiency by adding a strong risk-adjusted return lending franchise. Darren Campbell, who led Evergreen, along with the executive management team and all of their employees, have built a first-class organization that is extremely complementary to our organization with shared core values and commitments to all their stakeholders. Upon the closing of the transaction, we expect to welcome Darren to our Board of Directors and our executive management team.
I'm excited he has agreed to join the team and lead our consumer lending efforts. Darren is both an entrepreneur and a charismatic leader. Shortly, Brad will run through the financial highlights of the transaction, but I'm extremely optimistic about our future as we believe this acquisition will be a catalyst for continued earnings and balance sheet growth. The combination will result in the balance sheet with substantially less interest rate sensitivity, deriving both from the asset side and the liability side. Closing of the transaction will result in higher funding costs for Old Second, but also substantially higher asset yields. I anticipate we will have opportunities in the future to improve profitability even beyond the levels illustrated in the presentation by acquiring additional deposit franchises in and adjacent to our markets. That will be our renewed focus going forward. With that said, I'd like to move into the presentation.
If you begin on page five of the investor deck, you'll see a summary of why we believe the partnership between our two companies is so compelling. It will enhance our competitive position with complementary distribution in the western suburbs of Chicago. This transaction will improve an already exceptional profitability profile despite the impact of recent interest rate cuts, most importantly without changing who we are or negatively impacting the strength of the balance sheet. On slide six, we walk through some of the reasons why we believe this transaction will deliver value to our shareholders of both companies, not the least of which is the familiarity these two companies have with each other and the markets that we operate in. Slides seven through 10 provide an overview of Evergreen for those of you that may not be so familiar. Evergreen has been historically a very profitable and fast-growing company.
In addition to providing full banking services in the Chicago market, Evergreen operates two national power sport lending divisions, Freedom Road Financial and Performance Finance, that finance affinity motorcycles and off-road power sport products. Two-thirds of Evergreen's loan portfolio is comprised of these consumer power sport loans, with December 2024 originations yielding 9.5%. Unlike Old Second, Evergreen typically performs better in lower interest rate environments by maintaining comparatively high loan yields without adding duration, as you can see on slide 10. This business will be highly complementary to the strength of Old Second. We have found that asset quality has been remarkably predictable relative to other consumer lending asset classes, and the affinity nature of the lending drives out performance. The end result is extremely attractive risk-adjusted returns in a business that we have long admired.
I'll now turn it over to Brad, who will provide some color on the financial implications of the transaction. Brad?
Thanks, Jim. Good morning, everybody. I'll present a few financial highlights of the merger and then turn it back over to Jim. This merger will result in pro forma Old Second ownership for Evergreen shareholders of approximately 15%. The overall economics for Old Second and the combined shareholder base are extremely compelling and are driven by the combination of two attractive franchises with different core strengths, obviously demonstrated by Old Second on the funding side and Evergreen on the asset side. We view this transaction as an attractive use of a portion of our excess capital as we are using cash as a form of the consideration for a quarter of the total purchase price, furthering the financial benefits to our shareholders while also maintaining a well-funded pro forma franchise. Aggregate consideration of approximately $197 million at a price of 1.31 x tangible book.
We are projecting Evergreen earns at a level near 75 basis points-80 basis points in 2025 and slightly better in 2026 on very modest growth. Note this is below the level Evergreen has earned in the past, and yield expansion already seen in the fourth quarter of 2024 supports this level of profitability. What I can highlight is the expected significant shareholder value created from this deal as referenced earlier. I'm excited to announce this transaction is estimated to be 16% EPS accretive to our shareholders based on conservative assumptions, while also improving all profitability metrics, increasing ROA by approximately 13 basis points and ROTCE by approximately 267 basis points when full implementation of cost savings is achieved. You can see we are maintaining very strong capital ratios and liquidity as the pro forma entity.
On slide 13, I'll quickly point out the complementary nature of the loan portfolios and how this merger will further our management team's focus on creating a balanced and diversified lending book. The added scale and profitability in all rate environments will also further position us to be an employer of choice in Chicago. On slide 14, I point out that we do anticipate some modest balance sheet restructuring, including the sale of certain securities and loans. This will lessen the reliance on higher cost funding and free up capital without sacrificing any profitability. On slide 15, I note that the earnback assumed on an unchanged interest rate environment is three years, and the TCE ratio at closing is expected to be approximately 9.6%. This is still very high by our historical standards, and it represents optionality for further investment opportunities or capital return.
As an aside, I would point out that if we were to find ourselves in a very different interest rate environment, this transaction would also look different. If, say, for example, short interest rates were declined by 200 basis points from today's levels, leading to, say, a 1.25 ROA and a 1.75 ROA at Evergreen, the earnback to Old Second shareholders from today's transaction would be halved. That is obviously speculative, and the corresponding move exists in the other directions for higher interest rates. But I think it's helpful in understanding the natural interest rate hedge that exists here, a hedge with neither a maturity date nor ongoing brokerage fees. Our detailed due diligence process results in a high degree of comfort in our deal assumptions, including our ability to achieve an estimated 30% cost savings as reflected on slide 17, without impacting the business.
In summary, we feel great about the financial prospects of this transaction, along with the significant flexibility it will provide us in the future. We believe this opportunity provides excellent benefits to both groups of shareholders, particularly in the current interest rate environment. I'd like to conclude my comments by offering that we evaluated this opportunity in the context and all opportunities that were in front of us to deploy capital. It's been no secret that Old Second has been stockpiling capital in recent years following our last acquisition. I'd like to thank shareholders for their patience in that regard. It remained our belief that we would get a chance to invest that capital in an opportunity that would drive returns far in excess of the cost to carry. We believe this is such an opportunity, but not the only one.
Thank you all for joining the call today, and I'll turn it back over to Jim.
Okay, thanks, Brad. That concludes our prepared comments. I'll turn it over to the moderator, and we can open it up to questions.
Thank you. At this time, we will be conducting our question -and -answer session. If you would like to ask a question, please press star one on your telephone keypad. The confirmation tone will indicate your line is in the question queue, and you may press star two if you would like to remove your question from the queue. For participants using speaker equipment, it may be necessary to pick up your handset before pressing the star keys. One moment, please, while we pull the questions. Thank you. Our first question is coming from Jeff Rulis with D.A. Davidson. Your line is live.
Hey, good morning. This is Ryan Payne on for Jeff Rulis today. If we could start with how the relationship came to be and whether this was negotiated or auctioned.
Well, Ryan, you know as part of what we do as a management team, is certainly work to be proactive, right, on the M&A front, looking for strategic relationships. It's something we formed over the years. We've long admired Evergreen Bank's niche business. Obviously, we love what it does for our asset sensitivity. So in short, it's just a cultivation of relationships over the years, and we're obviously thrilled to come together.
Got it. Okay. And if we do see deal close third quarter, do you have a targeted conversion date?
We would anticipate converting this year. I don't have a specific date.
Got it. Okay. And then just on the margin front, the projected impact, so net of the planned balance sheet restructuring, I just want to get an idea of how you expect that to trend and where you think you land?
I don't expect this deal to be diluted to our margin as reported in the fourth quarter by very much. And some of that will depend on what shakes out with interest rates over the next few months and what kind of execution we get on various trades. But plus or minus 5 basis points-10 basis points, it should look relatively the same. And I think what's interesting here is that this transaction is obviously accretive to earnings as we project. It is not diluted to margin, and the marks are relatively modest. Based on things that we've been looking at over the last year, that's a relatively rare animal, and we're extremely excited to move forward with it.
Okay. Got it. And if I could just sneak one more in, on slide 10, looking at the net charge-off history, do you expect this loss history to be mirrored at Old Second, say, it's looking like an average of 1% charge-offs?
The nature of this business is going to continue as it is. Darren has proven that he knows how to run this business, and I don't expect it to change, so I think that what we found is that there's a high degree of predictability here, and what we've offered in this slide is a proxy that shows what investors can expect, and that is mainly the FRED data as it relates to other consumer, which is consumer lending ex credit cards, so that gives investors an idea of what this business looks like, and you can also see the corresponding yields. The net result of that is an exceptionally attractive risk-adjusted return profile. I don't expect anything to change.
And some investors may have questions on whether or not we expect losses or consumer lending being particularly scary at some point over the next two to three years, given where we are in a macro cycle. I honestly don't know if I really care. This isn't about timing perfection. This is about becoming a better asset originator with great risk-adjusted returns. If we nail the timing, great. If we don't, oh well. The combination with Evergreen makes us a better company, in my opinion.
Okay. Thank you. That is all for me. I'll step back.
Thank you.
Thank you.
Thank you. Our next question is coming from Terry McEvoy with Stephens. Your line is live.
Hi, thanks. Good morning, everybody.
Hey, Terry.
Could you just start maybe just shed some light on Evergreen's deposit base and how you're thinking about runoff or remixing of some of the non-core? And I just went to the Performance Finance website, and it looks like they're offering kind of a 4.25 online product. And how much of that do you think you'd like to have stick around going forward?
Well, I'll tell you what. I mean, Old Second is certainly a big believer in the power of maintaining a good deposit base. I can tell you that's not going to change. I would say that in the taboo world of discussing potential synergies in a transaction, that is obviously one. It's not difficult to acquire deposits in this business. There's a lot of work associated with it, but it's not hard to do. What is difficult when you're growing a community bank is building a solid, organic asset strategy. That's hard to do. And Darren's done an exceptionally good job at it, as well as his team at Evergreen. I believe there are plenty of opportunities to gain additional quality core deposits as we go forward in the future. There's no shortage of that.
Building an asset generation business that is actually sophisticated and offers exceptional returns is difficult to do. I know because we've been trying for the better part of seven years. It's no secret our asset origination is at times uneven. This makes us better, and I think the way you should think about the funding is that we see the same thing you do, and it will be a focus going forward.
Yeah. Terry, all I would add is, look, in the last nine years, we've done five transactions. This is our first asset generation play since we acquired Talmer in 2016. The three in between were pure deposit plays for us. So we hear you, and we will address the funding side as we progress through the process.
Perfect. And then just a couple of modeling questions. Just so I'm clear, the $10 million of fully phased-in cost savings, do you expect to hit that run rate by January 1, 2026, or by the end of 2026?
$12 million, I thought. And I would.
I'm looking at page 20 here.
So we've got $12 million in cost savings identified. And I'm looking at page 12 right there.
Okay. So 10 in 2026.
Yeah. So I would say that the conversion date is, as I said, would be in 2025. So we would see the bulk of the cost savings fully realized in 2026. There may be a couple of million here that bleed there. And there may be opportunities beyond that, but we should be largely there within the first quarter of 2026.
And then just one last question. It's on the last page, 21, where you're calculating the TBV dilution. You have the after-tax merger costs of $3.5 million. Earlier in the presentation, I believe it was $17.6 million. So the remaining one-time deal-related costs, would those be incurred after the deal closes, core conversion, etc.?
Yeah, probably. I mean, the exact timing is a little up in the air right now, but that would seem to make sense.
Okay. Thanks for taking my questions.
Thanks, Derek.
Thanks, Terry.
Thank you. Our next question is coming from Chris McGratty with KBW. Your line is live.
Hey, this is Andrew Leischner for Chris McGratty. Suppose the deal closes, you'll still be running with strong capital levels at about 12% CET1. I know you spoke about potential for acquiring deposits, but how are you thinking about further capital deployment opportunities once you get through this merger close and integration? Thanks.
Yeah. So we're still in the same world, right? I mean, I think we've been answering capital and capital return questions for the better part of two years. And my hope is that people understand how we think about it. The cost to carry is still low. The opportunity cost is still very high. There have been few M&A transactions, but those that have been announced often come with a corresponding capital raise. In my mind, what we've been doing is largely just a timing difference between when a capital raise and the nature of a capital raise and doing M&A. Everybody seems to think there is an M&A wave coming. I don't know if that's true or not. I can tell you that balance sheet marks for the vast majority of potential would-be sellers are quite onerous. And that means he who has capital is king.
As we pointed out earlier, in that respect, this feels very unique. I think that our strategy would be the same. Buyback is certainly an option. Additional M&A is certainly an option. I would hope by now that people understand that our primary focus is earning a very strong ROTCE. If for some reason trends indicate we're not doing that, then capital gets returned. No change.
Okay. Great. Thank you, and I see you gave the annual power sports originations in the deck, but now how should we be thinking about loan growth expectations for the pro forma company post-deal close?
Higher than we were before, which I think on our last earnings call, we said something in the low to mid-single digits was the last guidance we gave.
Okay. Great. Thank you.
Go ahead.
No, sorry. Go ahead.
I mean, originations, as you see there, it is a short duration book. So it requires a high level of originations to stay flat, but we do believe there is growth opportunity.
Got it. Thank you. I'll step back.
Thank you. Our next question is coming from Nathan Race with Piper Sandler. Your line is live.
Hey, guys. Good morning. Thanks for taking the questions. Thinking about the pro forma charge-off outlook for the combined company, I think last quarter during the fourth quarter conference call, Jimmy mentioned maybe 10 basis points-20 basis points in charge-off is a reasonable expectation going forward. But just curious how you guys are thinking about kind of the long-term charge-off range for the combined company going forward once Evergreen's integrated.
Yeah. We're still holding to that 10 basis points-20 basis point projection, I think, for standalone Old Second. Historically, Evergreen's been on average a 1% charge-off shop. I mean, so they're going to represent about 25% of our balance sheet. So you can kind of do the math there. But underwriting discipline has been strong here. Obviously, demand ebbs and flows with how the consumer's doing, but their underwriting has not wavered over the years. So we have strong beliefs that the historical charge-off trends that you see in the deck are going to carry forward as is in the future.
Okay. That's helpful. And then just going back to the capital discussion, Brad, just to clarify, with this deal in hand, are you guys considering yourselves kind of on the M&A sidelines at this point as you integrate and close on this deal, or do you think additional acquisitions are feasible over the next year or two?
I think that's kind of a regulatory question, to be honest. I certainly wouldn't expect to hear from us in the next couple of months. But this is a size that we're comfortable with. And I can't say no, but I can't say yes either. I feel very confident that this can be done well from an integration standpoint and very quickly. And we should be ready to go.
Okay. Just one last one for me. The loan deposit ratio is going up with this deal. So just curious if you could just remind us, Brad, kind of what's your comfort ratio in terms of how high you're willing to bring up that ratio going forward?
Yeah. I mean, we're at 82% right now, roughly standalone. Evergreen's at about 100%. So pro forma, we're at roughly 86%. We're obviously very comfortable with that. We feel we can certainly take this up to 90%, a little even higher than that.
Yeah. I don't get nervous till 95. So yeah, there's plenty of room. I'd like the mix to be a little better at some point.
Okay. That's really helpful. I appreciate all the color. Thanks, guys. And congrats on the deal.
Thank you.
Thank you.
Thank you. Once again, ladies and gentlemen, if you do have any questions or comments, please indicate so by pressing star one on your telephone keypad. Our next question is coming from David Long with Raymond James. Your line is live.
Good morning, guys.
Hey, Dave.
Hey, David.
Good morning.
In your prepared comments, I think the comment was made that this was viewed as your best use of your excess capital right now. Can you talk about maybe what finished second and third on the list, or what are the other uses of capital that may have been close to leading to a transaction of some sort?
Are you looking for a ticker, Dave? Is that what you're asking me to say?
Not necessarily. If it's M&A, then hey, it was other companies, other banks you're talking to, then that's fine.
So I mean, you've heard us say on the last couple of calls that there's been a lot of discussion activity. I do think discussions are robust right now, and probably your friendly neighborhood investment banker would tell you the same. It's a difficult environment for a number of people that have balance sheet structured a certain way. So when there are difficult environments, there are opportunities. I am excited about this deal for one reason only. The amount of capital it takes to do it is relatively small. The marks are not onerous, yet the balance sheet impact is quite profound.
The ability to erase asset sensitivity, to earn more money doing so, and to not take duration associated with it is exceptional. That is a terrific capital investment opportunity right now. Given that I said on the last call that I believe risks were relatively balanced between higher and lower interest rates. So being more balanced is a pretty good thing. So that's very exciting to me. In that sense, I love this transaction. But a big part of why I like it so much is because I spent a lot of time with Darren, and he and his team are very good managers and very good people. And they run a good business. And when you're trying to build a top-performing community bank, finding good management is difficult to do. And they add something. They make us better, which is great.
So in that sense, it is a terrific use of capital. Is that always true in M&A? Most certainly is not. So that's why I guess those comments were written that way.
Got it. Well, it looks like a great transaction for you and the team. So congratulations.
Yeah, we certainly think so.
Thank you. We have a question from Brian Martin with Janney. Your line is live.
Hey, good morning, guys. Congratulations.
Thank you.
Morning, Brian. Thank you.
So, Brad, just on the use of capital back there for a moment, just on the buyback, given the announcement of the transaction, if you were to consider the buyback, how quickly could you get back into that if you opted to do that?
48 hours from today.
Okay. So you could be doing it before the transaction closes without an issue here in the next couple of quarters?
I mean, I haven't had a lawyer opine on that, so I reserve consulting legal judgment, but I can't think of any reason why we couldn't.
Okay. Would you expect to be active in the short term, given you've kind of indicated that at least you're off the market in terms of M&A likely for the short term until you get this closed, but on the buyback, is that more likely?
No. The same dynamics and constraints that we talked about in prior calls that are still in place.
Gotcha. Okay. And then just on the maybe, Jim, or your comments, just on the potential down the road for additional M&A, Jim, you made the comment about maybe addressing kind of the deposit side. In your comment on this transaction being more the asset generator side, would your expectations be in the future that your preference would be to find more asset generators like this deal, or is it more it sounds like there's a higher likelihood of the deposit side transactions given the marketplace, but just kind of your interest in the future?
Yeah. Brad, I mean, by and large, we are always interested in quality deposit franchises. That will never change. That's who we are, fundamentally the company. Obviously, growing assets organically with our team is preferred. As Brad said, it's been a little bit uneven the last few years. We've had some great years of organic growth and some slower ones. Last year, we found the yield curve such that putting assets on at a reasonable return didn't make a lot of sense, so M&A made more sense over the near term, but we will continually look for good deposit opportunities, and this opportunity that we're getting was unique, and we feel the diversification gives us something we didn't have. We really did not have a meaningful consumer lending vertical. On a pro forma basis, this takes our consumer lending concentration to about 20%. I like that a lot.
And it further reduces concentration in other buckets. So I think our M&A strategy will continue to be the same. We'll be opportunistic and take what the market gives us.
Gotcha. And that was the other thing, Jim, just in terms of the diversity, the 20%, I guess, is that where you're comfortable? Do you expect it to kind of maintain around that 20%? Would you like it to go higher? Kind of where should we expect it as you get things integrated and they're contributing a bit more?
Yeah. I mean, I think we could probably take that up a little higher. 20%-25% is probably a good number. If you look at the slide that shows what the portfolio is going to look like on a pro forma basis, I kind of like what it looks the way it looks now, but we certainly have room to grow on this business.
Gotcha. Okay. And then just the last one from me. Brad, did I hear you say that in the first year of the transaction, I guess Evergreen would be a bit less profitable than they are currently? And if I did, just what's the, I guess, what's driving that, or just what's the short-term headwind there?
No. I believe Evergreen will be substantially more profitable on a standalone basis in 2025 than they were in 2024. And it's driven by so basically, they write five-year paper with a roughly three-year effective duration. And what you see running off right now is the stuff that was at the zero-rate trough coming out of COVID. So we're saying goodbye to 6.5% loans in there, and new loan origination is roughly 9.5%.
9.5%. Gotcha. Okay.
So that's going to drive the profitability improvement.
Yep. Gotcha. Okay. Thanks for that. I appreciate it. Thanks, guys.
All right. Thank you.
Thanks, Brian.
Thank you. As we have no further questions on the line, I'd like to hand it back over to Mr. Eccher for any closing remarks.
Hey, I appreciate everyone's interest in our company and your active participation on the call this morning. Have a great day.
Thank you, ladies and gentlemen. This does conclude today's call, and you may disconnect your lines at this time, and we thank you for your participation.