Good morning, and welcome to the Prosperity Bancshares LegacyTexas conference call. Today, all participants will be in listen only mode. Should you need assistance, please signal a conference specialist by pressing the star key followed by zero. After today's presentation, there will be an opportunity to ask questions. To ask a question, you may press star, then one on your touchtone phone. To withdraw your question, please press star, then two. Please note, this event is being recorded. Now, I would like to turn the conference over to Charlotte Rasche. Please go ahead.
Thank you. Good morning, ladies and gentlemen, and welcome to the Prosperity Bancshares LegacyTexas Financial Group merger announcement conference call. This call is being broadcast live over the internet at prosperitybankusa.com and at legacytexasfinancialgroup.com, and will be available for replay at the same location for the next few weeks. I'm Charlotte Rasche, Executive Vice President and General Counsel of Prosperity Bancshares. Here with me today is David Zalman, Chairman and Chief Executive Officer, H.E. Tim Timanus, Jr., Vice Chairman, Eddie Safady, President, Asylbek Osmonov, Chief Financial Officer, Randy Hester, Chief Lending Officer, Merle Karnes, Chief Credit Officer, and Bob Dowdell, Executive Vice President. Also with us from LegacyTexas are Kevin Hanigan, President and Chief Executive Officer, Mays Davenport, Chief Financial Officer, and Scott Almy, Chief Operating Officer. David Zalman will lead off with comments regarding the merger.
He will be followed by Eddie Safady, who will review highlights of the investor presentation available on the Prosperity Bancshares and LegacyTexas websites. Finally, we will open the call for questions. During the call, interested parties may participate live by following the instructions that will be provided by our call moderator, Chris. Before we begin, I would like to refer you to page two of the investor presentation for disclaimers regarding forward-looking statements and other information. Now let me turn the call over to David Zalman.
Thank you, Charlotte, and thank everyone today for joining us. This is one of the most exciting times in our banking tradition here. We're very excited about it. I would say three things, bigger, better, and stronger. It enhances our Dallas franchise. It makes us a significant Texas franchise, and it combines an asset generation bank with a core funded side. It also deepens our bench of talent. It gives us an efficient use of our excess capital, and it still leaves us well-positioned for further growth. Above all, as a shareholder, the bigger shareholder, it's an attractive financial benefits for all our shareholders. It meets all the strategic requirements and financial requirements that we were looking in for a partner. We're very excited about this deal. Let me go ahead and turn this over to Eddie Safady.
Thank you, David. We're going to go through the slide deck and the relevant facts within. If you'll turn to page three of the deck, the merger creates significant strategic and financial value. This creates the second largest Texas headquartered bank by deposits, with $22.4 billion of deposits in Texas and pro forma assets of $31.7 billion. Pro forma ROAA in the top quartile among U.S. banks between $20 billion and $50 billion in assets for the most recent quarter, provides increased scale for better positions the combined company for future opportunities. Significantly enhances our presence in the Dallas-Fort Worth MSA, which is the fourth largest in the U.S. by population with 7.6 million residents, and it moves Prosperity Bank from number 20 to number 6 by deposit market share in the DFW MSA markets overall.
Also will make us the number 2 Texas headquartered bank by deposit market share in the DFW area and number 1 bank by deposit market share in the affluent Collin County area, which includes the extremely fast-growing cities of Plano and Frisco. With our complementary business cultures, it combines our strong core deposit franchise at Prosperity with LegacyTexas' loan generating platform. It improves Prosperity's loan-to-deposit ratio from 61%-71%. It allows LegacyTexas to replace the higher cost funding with core deposits. We have complementary business lines that will improve our operating leverage and the combined franchise to maintain rigorous risk management culture. Financially attractive, if you look at the 2020 EPS accretion of approximately 10.3%, assuming fully phased in cost savings, internal rate of return of approximately 20%, it's prudent deployment of our excess capital and still provides strong pro forma capital ratios.
On page four, the stronger combined franchise in the first column, if you see where it increases the scale of capacity with our total footings going to just about $32 billion, with gross loans of $18.5 billion and deposits of $24.3 billion. Page five of the deck gives you a summary of the transaction with a consideration of 0.528 shares of Prosperity and $6.28 cash for each LegacyTexas share. This results in an 85% stock and 15% cash trade. The transaction value is at $2.1 billion in aggregate consideration, which equates to about $41.78 per share. The implied transaction multiples are a 9.3% premium of LegacyTexas closing price to 12.1x 2020 estimated consensus EPS and 2.16x tangible book value. The pro forma ownership will be 73% Prosperity and 27% LegacyTexas. This transaction also deepens our management bench.
Kevin Hanigan will be current CEO and President of LegacyTexas will become the President and COO at Prosperity Bancshares. He will also become president of Prosperity Bank. Mays Davenport, who is the current EVP and CFO of LegacyTexas, will become the EVP and Director of Corporate Strategy at Prosperity. We will also be adding senior management positions at Prosperity with Scott Almy, Tom Swiley, Chuck Eikenberg, and Aaron Shelby. The board of directors will increase to 14 by adding three members of LegacyTexas to the Prosperity board. We have an anticipated closing of fourth quarter 2019. We'll jump ahead to slide 10, on the key merger assumptions. You can see the standalone EPS for each company, Prosperity 2020 consensus at $5.05 and LegacyTexas at $3.44.
Synergies cost savings of approximately 25% of LegacyTexas non-interest expense base, with 50% phased in during 2020 and 100% thereafter. For the purposes of this model, there were no revenue synergies included. Core deposit intangible will be 2% amortized over 10 years using a straight line methodology. Credit mark, pre-tax risk credit mark of 2.2% of LegacyTexas gross loans or $175 million, $97 million net of loan loss reserve. This is 2.3 times LegacyTexas loan loss reserve. Estimated merger and integration cost, $60 million pre-tax one-time expense, and this is fully reflected in the pro forma tangible book value per share at closing. Due diligence was comprehensive. Our focus was on credit quality, compliance, risk technology, operations, legal, and regulatory.
Our internal teams reviewed 67% of the LegacyTexas loan portfolio, which was 90% of all their loans over $3 million in size, 100% of energy loans, and 100% of loans rated watch or lower. Page 11, transaction multiples and financial impact on the left side. You can see the stock consideration of 85%, market premium of 9.3%, price to tangible book 2.16, price to 2020 estimated earnings 12.1 times, the 2020 EPS accretion based on 50% phased-in synergies of 6.6%, and 2020 fully phased in at 10.3%. Tangible book dilution at close is 9.7%, and using the crossover earn-back, it's a 4.5 year payback. However, for illustrative purposes, on the right-hand side, had this been a 100% stock consideration, the tangible book value dilution would have been 4.7% and the crossover earn-back would have been reduced to three and a half years.
Balance sheet at closing on the combined institutions will enjoy a 71% loan-to-deposit ratio, tangible common equity to tangible assets of 9.6%, Common Equity Tier 1 at 13.1%, and total risk-based capital of 14.1%. With that, I will turn it back to Charlotte Rasche.
Thank you, Eddie. At this time, we are prepared to answer your questions. Chris, can you please assist us with questions?
We will now begin the question and answer session. To ask a question, you may press star then one on your touch-tone phone. If you are using a speakerphone, please be reminded to pick up your handset before pressing the keys. To withdraw your question, please press star then two. At this time, we will pause momentarily to assemble our roster. Today's first question comes from Jennifer Demba of SunTrust. Please proceed.
Thank you. Good morning.
Good morning.
Good morning.
My first question is for Kevin. Kevin, just curious on why you're selling now and why Prosperity is a partner, and then I have a follow-up question as well.
Sure. Thanks for the call, Jennifer. I'd say David and I started the conversation about this nearly two years ago. It made sense then, and it makes sense now. The only thing that's changed is our stock prices are a little different than they were two years ago. In terms of relative value, which is all that matters here in the exchange ratio, that hasn't changed much at all during that period of time. Strategically, it just makes so much sense to both of us. We realized that the first time we sat down. I've known David at least 10 years, maybe longer. I've gotten to know him a whole lot better in the last year. Putting these two franchises together, I'd say, number one, it's size, it's scale, it's density, it's market share in both Houston and Dallas.
It's taking a loan generation franchise with a relatively high cost of funds that's had some bumpy credit issues, as those of you who follow know, with a fabulous core funded
Cheap deposit franchise, inexpensive deposit franchise. Cheap sounds bad. That has great credit statistics. As you know, Jennifer, you've followed us as well, we were taking less risk anyhow, and we were going to take even less risk going forward. This was a perfect way to segue into where we were going ourselves anyhow. David and I have worked, and teams have worked on this really, really hard to make sure we get the secret sauce right. I don't think the timing or the strategic nature of it hasn't changed from day one to now. Prices moved around, but the exchange ratio has not.
Okay. Thank you. My second question is for David. David, can you just talk about how you're going to merge the two companies' credit cultures together and what level of balance sheet runoff you anticipate as you maybe exit some Legacy loans that may not make sense in the future? I did want to ask about investments in terms of technology. Thanks.
You don't have any more? That's just that?
That.
Well, Jennifer, obviously, our bank has always focused on asset quality. It's always been a big deal for us. We really run a really plain vanilla bank, bringing in core deposits and then lending them out and not taking as much asset risk. That was our model. I think that Legacy's model ran a little bit hotter than ours did. There's nothing wrong or right, it's just each one has their own model. It is important. We will mesh our credit cultures. I would say that they did some things in different areas that we didn't do. I think they'll change and we'll change. I think we probably, on a percentage basis, we'll change 25%. If you had to give me a number, I'd say 25% or 30%. We would change as much as that.
I think that Kevin mentioned earlier that their intent, even if they wouldn't have joined us, would to work more in trying to, on their credit culture, that they wouldn't take on as much risk. I think we're both making commitments. We'll take more risk; they'll take less risk. I don't know how any better I can say that. The second question again, refresh my memory, Jennifer.
Investments back into the company for a larger balance sheet, specifically technology.
Yeah. We're really excited because the scale helps us, and I think that our pool of talent, with Scott joining us too, he calls himself a computer nerd, even though he's an attorney. He really wants to focus on our IT, our technology, and our digital footprint, and I think that's going to be extremely helpful for us.
Okay. I'll let others jump in. Thank you. Appreciate it.
Thank you.
Our next question comes from Brad Milsaps of Sandler O'Neill. Please proceed.
Hey, good morning, guys.
Good morning.
Morning, Brad.
Just curious, on paper, the banks coming together, very complementary balance sheets, makes a lot of sense. Culturally, the two companies have been different over the years. Just curious, what types of lockups you have in place with the lenders at LegacyTexas, just to want to get a sense of how the companies can grow together as a combined entity.
Brad, this is Kevin. I'll take that one. In my view, the cultures of the company are very similar. Culture is what we value, what's important to us, right? Not how we get there, that we might have gotten here differently, but we both value growing our customer relationships, taking care of our clients, valuing our employees, and achieving superior returns for our shareholders. To me, that's culture. That's the culture of both Legacy and Prosperity. We have no cultural issues. Prosperity has taken less risk, we have taken more, David and I have spent, and this entire team that's here and probably 15 or other people, we probably spent two months on those kinds of issues, trying to make sure we get it right. As I said, I think David said it perfectly.
We were going to take less risk whether we did a transaction or not. We are going to take less risk. David and team are going to take a little more risk. Even by the very nature that they moved from a 61% to a 71% loan-to-deposit ratio, that is more risk-weighted assets on the balance sheet, there is a higher level of risk taken just in the loan-to-deposit ratio alone. In terms of lockups, the executive team, six of us signed three-year lockup agreements, contracts with the company. We went to our top-tier lenders, and every one of them signed up for a two-year deal with a tail on it for non-solicitation, non-compete. We kept it to about 20-some odd people on the first go around, just because we got two publicly traded companies that we didn't want word to get out of this.
It is our intention, it is my intention, I've told David I will get this done. We're going to go to the rest of our lenders and offer them contracts as well. We didn't do it at closing, we both know we're going to go forward, that's a high list-to-do item over the next week or so.
Yeah, I would add that this is a deal that just didn't happen overnight. As Kevin said, we spent 2 years, he and I, getting to know each other. I think that what makes us different too, is our teams got to know each other. Our teams spend a lot of time together. I agree with Kevin that we all like each other. I mean, the cultural fit is there. I think the only difference is the risk that one is willing to take and not the other, but we feel really good about this deal.
Just as a follow-up, I know you guys, you're assuming no revenue synergies, but what are the assumptions around changes you may make to LegacyTexas's balance sheet, whether that's reduction of wholesale borrowings, how you think about the warehouse business? Then as an add-on to that, how much time did you spend sort of vetting each other's earnings estimates that are out there in light of what's happened with the yield curve since kind of last quarterly conference calls? Thanks.
Yeah, there were so many questions. The earning estimates were, gosh, telling you guys, I don't know how many times we vetted theirs, they vetted ours. We looked at different scenarios if this happens, if that happens. We feel very good with the earnings estimates. We've played every strategy. Yes, the wholesale funding, brokerage deposits around $800 million. There's really no reason for us to keep that. We have a lot of core. Instead of paying 2.5% for money, ours is 60 or 70 basis points. A lot better funding. That should help us. Yes, we did look at the warehouse lending. Merle Karnes actually did the review on the warehouse lending, it's not something we did, but it looks good and we're going to spend some time with it. We're excited about that.
I think that there's a credit mark, I think, of about $175 million. You will see if that's the credit mark, that means that there's more loans and total dollars with that. That is something that we will try to outsource over the 12 months and period of time. You'll see that. You'll see some reduction on that. At the same time, our bank continues to grow loans organically 5%-6%. I think that LegacyTexas seems we'll grow that too.
Great. Thank you guys for the color.
Thanks.
The next question comes from Kenneth Zerbe of Morgan Stanley. Please proceed.
Great. Thanks for taking my call.
Thank you.
Come back to those higher cost Legacy funding. Where do you see NIM at closing of the banks? I mean, we can say first quarter 2019, if that's easier. Also what does that assume for how quickly you can pay off some of the higher cost funding?
Those are questions I just don't have available right now. I mean, we can get back with you, obviously the net interest margin after you get through with the getting rid of the higher funding deposits should increase and our net interest margin should increase. Just because, again, our bond portfolio of $9 billion, the yield on that's lower than what we can reinvest in. In and by itself, that helps us over, and I've said this in prior conference calls, that in and by itself will help our net interest margin over the next 12 and 24 months in and by itself, overall, it should increase, obviously.
Yeah, I wouldn't just go to the funding cost of the broker deposits. We fund that warehouse business with Federal Home Loan Bank borrowings of roughly 2.5%. Those are easy to get out. Those are generally very short-term borrowings, week to two weeks. That's a significant part of the funding side of LegacyTexas is going to change for the benefit of both companies and the margin.
Okay, great. From a capital perspective, the Tier 1 ratio still fairly high at just over 13%. Where does Prosperity, I believe, want to stay from a capital perspective? Where are you comfortable being?
Well, again, I think we have more capital even after this deal than we've ever had. I think we still want to use our capital. I think that we want to continue to increase dividends over time, and we want to continue to be a player and build our business organically and use that capital to build it organically and through M&A in the future.
Okay, this is just last question. In terms of loan growth, I guess, so it's a multi-part question here, are there any loan categories at LegacyTexas that you would like to either run down or run off over time? Also kind of, I know you mentioned Legacy was a bit more of an asset generator than you guys were. How do you envision loan growth on a combined basis kind of once the deal gets integrated?
First of all, I think that, as mentioned earlier, I think the credit mark was primarily in two categories, and that was in the energy area and in healthcare. Those are loans that we'll have to work out over a period of time. I'd say going forward that are, again, always the first year, you're not going to see growth, I don't think, in loans as much. We'll grow. We're growing organically. Both of us have grown 5% or 6% organically. Again, trying to outsource the loans on the books, you may not see that total together. I think that's for the first year. I think going after that, we're hoping to shoot around the 6% to 7% organic growth.
Okay, great. Thank you very much.
Today's next question comes from Brady Gailey of KBW. Please proceed.
Hey, good morning, guys.
Good morning.
If you look at the level of net accretable yield right now, I think it's running around $2 million-$3 million a quarter for Prosperity. With this deal, I know CECL will happen right after this deal closes in 1Q 2020. Do you expect any material changes or a material tick up in the level of accretable yield?
This is Asylbek.
Yeah. Brady, this is Asylbek. For the CECL changes, the accounting for the accretable yield, we're going to expect $2 million for this year. CECL will change related to the credit mark. Once we cross this January 1st, the credit mark we have on these acquired loans, that flips to the allowance. That's not going to come in as an income like it used to be. We're going to have this discount or premium on the good loans. That's going to come to accretion going forward. At this time, it's not going to be as much as the credit mark. We have to go through the process, doing the fair valuation of the loan. It will have some impact in 2020, but not as significant as it used to be pre-CECL world.
Yeah. The accretable mark is primarily the rate mark.
Yeah, exactly.
Basically, you're not going to have a mark really for OCI or loan loss because that's going to go back into the reserves.
Exactly.
Again, I would say that we didn't take any of that into consideration with our projection.
Yeah, for the projection.
I think you should. Yeah.
we knew that CECL will impact that, so we did not take it into account.
None of that's considered in our accretable yield number we're giving you.
Yeah. It just shouldn't be a material number going forward. It shouldn't be extremely material.
Well, I always thought it was voodoo accounting anyway.
All right. David Zalman, I've heard you say in the past, like, "Hey, we're on the lookout for M&A deals once we announce one." That may not necessarily hold us back from continuing to look for opportunities and continuing to be active. This deal is obviously a big deal for Prosperity. How do you think about the timeline as far as when you're back interested in looking at additional M&A?
Well, first of all, I don't want to scare the market and say that we're going to jump in and tomorrow we're going to announce another deal. Having said that, this is a big deal. We take it very seriously. We look at so many scenarios. We know all the things that can happen. We've done 42 deals. By far, this is the biggest deal. We look at all of those deals. I think this one's going to be probably a little bit easier because it's all located in the Dallas market. You've got 42 locations, and we're there already, so our people working together should be faster. I would say that we still want to be in the M&A market, and I would put it like this, that probably in five years, we'd like to be about $50 billion.
All right. Thanks, guys.
Our next question comes from Michael Rose of Raymond James. Please proceed.
Hey, good morning, guys. Just wanted to follow up on some of the balance sheet changes that you have planned. Maybe, I don't know if you have it in front of you, but what does the interest rate sensitivity look for you guys on a combined basis? Obviously, I would assume a little bit more asset sensitive given Kevin's balance sheet, but just any numbers you could share would be great.
This is Asylbek. We looked at the combined bank, and I think we're going to continue being neutral and maybe slightly asset sensitive. From what we see in the Legacy and what we have ours, we've been in that position, and I don't think it's going to be any significant change going forward. I would say neutral to a little bit of asset sensitive.
Okay. That's great. As a follow-up, just lender hires. Kevin, I think you have about 55 lenders. Is there plans for the combined company to hire more lenders, whether it be in the Dallas market or Houston market?
Look, I think the companies are always interested in adding talent when it's available. Business as usual for both of us. If there's good talent available, we'll go get it and vice versa. As I said before, job one is getting the rest of our lending team at Legacy and trying to get them under contract like we have for our leadership team.
Okay. One final one from me. Was there any interest rate marks or any other marks, or was it just the credit mark?
Right now when we did, we went mainly the credit marks of $175 million.
No interest rate mark. Okay. All right. Thank you for taking my questions.
Thanks, Michael.
The next question comes from Brett Rabatin of Piper Jaffray. Please proceed.
Hey, guys. Good morning.
Morning.
Wanted to ask on the expense savings assumptions. David Zalman, your history, you're combining two pretty efficient companies. David Zalman, your history has been one of being able to really do a great job pulling out expenses from deals. Can you maybe just talk about the expense savings assumptions in this deal? I know some of it's back office, but any color that you could provide around the 25% would maybe help.
Yeah. I'm going to let Asylbek answer it. I'm just going to answer it more broadly that, yes, we're still always focused. I think Mays is really committed to work with Asylbek and Cullen. They have a plan on the 25% cost savings. I think we'll really be focused on that. We should be able to do that better. Asylbek, you want to go into more detail?
Yeah. I'll give a little bit of highlight on the cost savings or synergies. Primarily, synergy would be from the similar footprint from Dallas-Fort Worth area. We're going to have some efficiency gain from
Consolidating some of the back-office operations and functions, which includes integration, our information technology system, and data processing. The last one, I would say cost savings would be eliminating some of those outside consultants and some duplicated services. Those makes up the majority of the cost save, what we expect to be about 25%.
Yeah. The majority of the cost savings are really data processing, all their outsourcing functions, things like that.
Yep.
We're not messing with anything with regard to sales and the people that are out there in the front lines.
I agree.
Okay. Just two follow-ups. One, was this a negotiated deal, or was there an auction process with multiple bidders? Can you give any color on that?
I'll answer it first. Kevin and I have been negotiating on this thing for two years, so I think that should tell you. Kevin?
Look, we knew the strategic sense of this two years ago, and every time we hit a bump, we found a way through it.
Right.
David and I would just sit down. Our teams would sit down. We'd say, "This is where we're stuck. How do we get through this?" We all focused on just getting through it. I would say a big part of the negotiation is David wanted to deploy more capital with more cash in the transaction, and our side, our board was interested in 100% stock. He might have liked to have had 20% or 25% cash in this deal, which would've levered the capital a bit more. We were so excited about the deal, we wanted the stock. That conversation took a long period of time, and we settled kind of in the middle at the 85/15.
Yeah. I think that's right.
Okay. Just lastly, David Zalman, you mentioned you could reinvest your securities portfolio at higher yields than the present level, and I think you were like at 243 last quarter. I'm just curious what you're looking at in terms of investing in the securities portfolio world these days.
Because rates have been so much lower, the last few deals that we bought, it's a little bit different. We always bought the 15-year product, I think. This last couple of times, we really bought the agency floaters. I guess because people thought maybe interest rates are going to go down, we were getting pretty good. I think we probably bought $100 million, $200 million, and got around 3%.
Okay.
They're more short-term in nature, the bond. The final state of maturity, probably five years or so.
Okay. Appreciate all the color. Thank you.
Sure.
The next question comes from Gary Tenner of D.A. Davidson. Please proceed.
Thanks. Good morning.
Good morning.
David, you mentioned a couple of times that you all have been talking about this deal for a couple of years now. If we go back a couple of years, Legacy by most accounts would've been viewed as, call it a double-digit loan grower well above what Prosperity was doing at that point in time. Would that have been a major hurdle, maybe for both of you, in terms of doing a deal two years ago, given the disparate growth rates that you had then versus where things look like they shake out in 2019 and 2020?
I would say this. I think we were spending time with Kevin. I was spending time with other people at the same time, some other banks. I always thought that the Dallas deal for us, if we're going to do a deal right now, I always felt that the Legacy deal would be the most strategic for us because of the things that we said. It enhances so much of our Dallas market, enhances the Texas franchise, and makes us worth more, and they did. On the other hand, I think it did take time for both of us to learn each other and understand where we're going forward.
I think that if we would've just did something two years ago, and they were going on the track they were going, and we were going on the track, we had to come to grips that what we're willing to do to bend, and then they had to come to track on what they were going to do. It's pretty simple. I don't know, Kevin, you may want to say.
No. Really, if you think about it, Gary Tenner, the last few years, we have grown slow. We were single digits two years ago. We were single digits last year. We're 5%, 6% this year. As we were going through, you know since you follow us, we were going through this de-risking process, and the growth rates were hampered or tampered down, muted, if you will, by getting out of syndicated lending, particularly in the oil and gas space and some other things. That was never really an issue. We both kind of looked each other in the eye and said, "I need to take less risk," and that we knew we needed to do that. The 5%, 6%, 7% growth rate, we were both comfortable with, as were our teams.
I think, I'll go back to what Kevin Hanigan said earlier. I think our people culturally are like what we're all like. I think banks, and it's not a wrong or right model, but every bank has a model that it follows, and one takes more risk, maybe one doesn't take as much risk. I just, with the ownership that I didn't want to start over in life again, and the risk we're willing to take, and we've been able to take the risk and have lower risk because we've made the returns. We've made the 1.5% return on assets. Truthfully, if we couldn't have made the returns for shareholders the way we were making them, we would've had to take more risk. It's just the model that you use. That's what I would say.
Okay, great. Thank you. Just one follow-up. I think it's been asked to some degree before, but given the mortgage warehouse yield around 5%, still well above the securities yield, is there consideration to using that as a bit more of a liquidity portfolio, maybe kind of moving some of the securities portfolio into that line of business?
Well, I think that's what we said earlier. We'll move our liquidity as our bonds mature, we'll move that into funding that instead of buying agency bonds primarily. To me, that's the real benefit right there. Instead of getting 3%, you're getting 4.5% or 5%. Yeah.
Sorry, I was going to ask, given the overall larger balance sheet, and now where mortgage warehouse is around 5%-6% on a pro forma basis, would there be interest in growing that business more aggressively than maybe Legacy has done historically?
The first part of this conversation is that it is a good hedge against low longer term rates, right? The 491 weighted average coupon on that book of business in the last quarter is pretty attractive. One of the things to realize is it's a new business for Prosperity. David and his team haven't met my leadership team up into the lending ranks. They've met all the executive team and the credit side of the bank. The next process here is for them to learn more about some of the businesses we're in that they're not in and understand the risks in the warehouse business, the fraud risk, and weigh the risk/return of all of that. I think, as David said, they've looked at the business so far, they like it.
They need to meet the leadership and learn more about the business from a hands-on perspective, see how the back office works, then we'll make a decision about how big that portfolio should be.
Yeah, I think that's a good answer. We have to get comfortable where we're at. I wouldn't say that we would grow it or decline it, reduce it. Again, we want to get our hands and get a better understanding of it, Kevin has promised me that he's going to teach me.
All right, guys. Thank you.
Thank you.
Thank you.
Our next question comes from Ebrahim Poonawala of Merrill Lynch. Please proceed. Mr. Poonawala.
Ebrahim, are you there?
Your line is open.
Hello. Yeah, sorry about that. I just wanted to follow up in terms of just to make sure we heard you correctly when you talked about assets run off on the deposit side. You mentioned about $800 million of broker deposits and Federal Home Loan debt that you would look to run off and replace with Prosperity deposits. On the asset side, similarly, could you quantify in terms of what dollar amount of loans you expect to run off as you move through the deal next year?
I don't think I can give you an exact number on that. It's just historically, there is a transitioning period, especially on the loans with the credit mark. If you have $175 million in a credit mark, that's just a credit mark, which means there may be a total of $500 million right there that we'd have to probably outsource. At the same time, we should be generating our own organic growth every year. You may not see the growth because the organic growth we're doing will probably make up in this first year the loans that we may be outsourcing. Again, moving our loan-to-deposit ratio from 60%-70-something percent, that's a pretty good trade-off. We just all need to feel comfortable where we're at when it's all said and done.
Understood. Just to take a step back, David, in terms of those of us who followed Prosperity for a long time, you mentioned bigger, better, stronger, but it also looks like this deal is very different from historically what we've been used to from Prosperity, acquiring a bank, getting cost synergies, and running off a good amount of the loan book of the acquirer. Talk to us just in terms of, is that the right way to think about this deal in terms of this strategically positions Prosperity to become much more formidable bank from an organic growth perspective when we think about lending lines, et cetera?
Well, I think I would disagree with your statement to begin with. We had one bank that we purchased where we had to get rid of a lot of the assets. It just had to. That was part of it. If you look at our other banks that we've had, with First Victoria today, they're stronger and better than when we bought them. We're growing the bank in West Texas, the American Bank. There have been some banks with that, but again, that was in the DNA when we bought them, and that's when we started. I think we spent a lot of time on this, again, I think as you get bigger also, you might take on some different lending than you hadn't had in the past.
It is a learning process, but we're all committed to go forward with this and keep it and build the bank.
All right. Thank you for taking the questions.
If you do have a question during today's session, please press star then one on your touch-tone phone. Our next question comes from Matt Olney of Stephens. Please proceed.
Hey, thanks. Good morning, guys.
Good morning.
We've been discussing a number of balance sheet remixing opportunities of the combined bank, of funding the warehouse differently, paying down higher cost debt. All these things make sense. I'm trying to figure out, is all this remix fully assumed in that 10% EPS accretion, or would some of that remix be incremental to that 10% number?
No, we didn't take any of that into consideration.
Okay. Just a few more modeling questions. As far as the Durbin impact, what was the Durbin impact you assumed for this?
In our model, we assumed about $5 million loss from the Durbin.
What about any type of normalized provision expense from the LegacyTexas side?
I just don't think we're there yet right now.
Especially with the CECL what's coming on online January 1st, we need some time to analyze those impact, all of that.
We have so many moving parts. We're working on our CECL program, the good part is they were working on their CECL program. We both have the same vendors, that'll make a lot of difference on how that all works.
Exactly, right.
Sure. Circling back on that pro forma loan-to-deposit ratio, 71%, I can't recall when Prosperity's operated that high as ever, and it sounds like you could remix that balance sheet to make it a little bit higher. I'm curious at what level you would be comfortable operating that ratio at.
I think we've always said, even when we're at conferences, that our goal was to get up between 65% and 75%. I think we're still there.
Just lastly from me, circling back to the loan growth commentary. I heard a few different numbers, I think mostly in the 5%-7% range. Can you clarify, is that a gross number that doesn't include any kind of paydowns the first year, or is that a more of a net number that you expect the first year?
You have five and seven, call it six. You got 6% growth, and that doesn't include the paydown. I mean, that includes the paydowns, but it doesn't include the loans that we have to outsource to get out of the bank.
Understood. Okay. Thank you for the color.
Thanks.
Our next question comes from Jon Arfstrom of RBC Capital Markets. Please proceed.
Hey, thanks. Good morning.
Good morning, Jon.
Okay. Just back on revenue synergies. If you could maybe point to the top one or two areas you see revenue synergy potential.
This is Asylbek Osmonov. For the model, we didn't consider any revenue synergies, but we know that Legacy brings the loans that will help us in the revenue side, but we did not model anything in our calculation.
I think maybe the potential on the revenue side, while none were modeled, I always looked at what Legacy screened weak for, loan-to-deposit ratio, cost of funds, and fee income, were the three things if I had screened us and looked at us objectively that we needed to fix, and this fixes all three of those. Maybe the biggest potential revenue synergies is we have a ton of middle-market companies. A handful or more of those sell every year at some pretty nice prices. They typically call us to place money into a trust or wealth management program, and we don't have that. That ends up going somewhere else, and I think there's a great opportunity for us to capture that business going forward.
I think that, [Roddy], we want to focus on building our trust assets more in the Houston and Dallas market anyway.
Okay, good. That's helpful. David, in the loan review, you talked about how extensive it was and maybe oil and gas and healthcare, there's some work to do there. Anything else stand out in your mind? Anything else worth pointing out?
I think that they, besides Mortgage Warehouse that we didn't do, they have a product that has about $2 billion in commercial real estate that they operate differently than we did. They primarily focused with about a 35% down payment after the renovation to the project, these were just projects that they would loan money on and then fix them up and then sell them at about a three-year average life. Kevin and I are talking about some of the terms that they had on that, there may be some tweaks on that. Again, we'll have to work with his lenders on that and see what they can do. We're committed to tweaking it a little bit.
Okay. Last question, you talked about this aspirational $50 billion in five years. Does being $30 billion in assets versus $20 billion in assets change your thinking on M&A at all in terms of the future?
Jon, as I mentioned before, I think size is important. I can't say it's not. I just said how great it was to be bigger in Dallas and Texas because I do think it helps your franchise. Really when we look at deals, I personally don't want to do deals just to be bigger. I really look at it from a shareholder, how much more money am I going to earn? That's the way I look at it, and I really focus on our stock trading at this price and on this multiple, but I'm more focused on the earnings than anything else. I think franchise is important, I think size is important. I think you need to be there. Our goal is to increase earnings per share for directors also at the same time.
Okay. All right. Thank you.
This concludes our question and answer session. At this time, I would like to turn the conference back over to Charlotte Rasche for any closing remarks.
Thank you, Chris. Thank you, ladies and gentlemen, for taking the time to participate in our call today. We are very excited about this transaction with LegacyTexas and appreciate the support that we get for our company. Thank you.