Business Combination Prospectus (Form 425)
SECURITIES AND EXCHANGE COMMISSION
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): |
(Exact name of Registrant as Specified in Its Charter)
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001-39442 |
55-0571723 |
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(State or Other Jurisdiction |
(Commission File Number) |
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26003 |
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(Address of Principal Executive Offices) |
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Registrant's Telephone Number, Including Area Code: 304 234-9000 |
Former
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:
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
Trading |
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Common Stock |
WSBC |
Nasdaq Global Select Market |
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Depositary Shares (each representing 1/40th interest in a share of 6.75% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series A) |
WSBCP |
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.
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 first quarter of 2025. A copy of this presentation is being furnished as Exhibit 99.1 in this Form 8-K.
Item 8.01 Other Events.
Additional Information About the Merger and Where to Find It
In connection with the proposed Merger, the Company filed with the
No Offer or Solicitation
This Current Report on Form 8-K shall not constitute an offer to sell or a solicitation of an offer to buy any securities nor shall there be any sale of securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits:
99.1 Presentation on fourth quarter 2024 results by
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 thereunto duly authorized.
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Date: |
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By: |
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Exhibit 99.1
Investor Presentation(Q1 2025)(WSBC financials as of the three months ended
Forward-looking statements in this report relating to
In connection with the proposed Merger, the Company filed with the
TN 2% IN 7% KY 12% MD 25% OH 30% PA 9% WV 15% Loans TN 0% IN 5% KY 17% MD 17% OH 22% PA 13% WV 26% Deposits • Strong and balanced market presence across diverse geographies that supports disciplined organic growth • Granular core deposit funding base supports robust commercial and consumer business model • Diversified revenue streams built upon unique long-term advantages • Distinct long-term growth strategies built upon prudent credit, capital, and risk management 4 Diversified business model with strong market presence Note: average loan and deposit data as of 12/31/2024; location data as of
• Balanced loan and deposit distribution across contiguous eight state footprint, with complementary loan production office strategy • Full suite of commercial and consumer banking capabilities, complemented by a wealth management business with a 100+ year track-record of success managing assets of
Strategies for Long-Term Success ©2025
Organic growth-oriented business model Long-Term Growth Strategies Focus on Delivering Positive Operating Leverage Strong Legacy of Credit, Capital, and Risk Management Diversified Loan Portfolio Built upon a Relationship Focused Model Distinct Revenue Capabilities, Led by 100+ Year Wealth Management Business Digital Banking Service Strategies and Core Deposit Advantage Franchise-Enhancing Expansion through LPO Strategy and Targeted Acquisitions ©2025
Comm'l & Industrial 14% Consumer 2% HELOC 6% Residential R/E 20% Comm'l R/
Securities Brokerage •
New capabilities with long-term growth opportunities Treasury Management • Focus on building comprehensive business customer relationships by providing individualized services to improve cash flow management, increase earning power, and strengthen fraud protection for clients • Key Treasury Management services ▪ Online and mobile access ▪ Deposit services ▪ Payables ▪ Sweep products ▪ Fraud and risk mitigation • New Treasury Management products ▪ Multi-card (purchasing, T&E, fleet, virtual cards) ▪ Deposit escrow sub-accounting capabilities ▪ Integrated payables ▪ Integrated receivables • During 2023, transformed the Treasury Management business line into a sales-oriented organization that strategically partners with commercial and business bankers to strengthen customer relationships • Represents an untapped market for our business clients, as current focus is on building a strong pipeline to drive future fee-based revenues Industry experts estimate that 40% of all B2B payments in the
• Digital banking utilization ▪ ~75% of retail customers utilize online digital banking services ▪ ~5.0 million web and mobile logins per month ▪ Mobile ~50% of total, with an average of 16 monthly logins per customer ▪ ~290,000 mobile wallet transactions, ~45,000 Zelle® payments, and ~11,000 mobile deposits per month • Digital acquisition ▪ ~45% of residential mortgage applications submitted via online portal ▪ >260 deposit accounts opened online per month ▪
Differentiated and peer-leading deposit profile Note: quarterly financial data; peer bank group includes all
Targeted acquisitions in existing markets and new higher-growth metro areas, as well as a complementary loan production office ("LPO") strategy • Long-term focus on appropriate capital management to enhance shareholder value • 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 13 Franchise-Enhancing Expansion Loan production office strategy and targeted acquisitions Note: loan production office strategy indicated by red dots; PFC anticipated to close in 1Q2025; AmTrust was an acquisition of five branches Franchise-Enhancing Expansion Contiguous Markets Expansion Franchise-Enhancing Expansion Mergers PFC OLBK FFKT FTSB YCB ESB FSBI AmTrust OAKF Announced Jul-2024 Jul-2019 Apr-2018 Nov-2017 May-2016 Oct-2014 Jul-2012 Jan-2009 Jul-2007 Closed Pending Nov-2019 Aug-2018 Apr-2018 Sep-2016 Feb-2015 Nov-2012 Mar-2009 Nov-2007 Loan Production Offices Chattanooga (3Q2023)
• Strong legacy of credit and risk management and regulatory compliance ▪ Based upon conservative underwriting standards and approval processes supported by centralized back-office and loan funding functions • Mature enterprise risk management program headed by
16 Ensuring a strong financial institution for all of our stakeholders Note: data as of
•
Financial Overview ©2025
• Continued strong loan growth both year-over-year and quarter-over-quarter, driven by commercial lending ▪ Total loans have grown at a compound annual rate of 9.1% since year-end 2021 • Deposit growth fully funded loan growth both year-over-year and quarter-over-quarter ▪ Deposit growth, excluding CDs, increased 3.9% year-over-year • Fee income increased
Comm'l Payoffs Comm'l New Originations All Other Net Advances / (Paydowns) Comm'l Avg Payoff Yield 6.64% Comm'l Avg New Yield 7.46% Total Loan Growth = 8.7% ($MM) Comm'l Payoffs Comm'l New Originations All Other Net Advances / (Paydowns) Total Loan Growth = (non-annualized) 1.6% Comm'l Avg Payoff Yield 6.70% Comm'l Avg New Yield 7.43% ($MM) • +8.7% year-over-year and +1.6% (or +6.6% annualized) quarter-over-quarter ▪ Commercial loan growth was +10.7% year-over-year and +8.5% quarter-over-quarter annualized ▪ Loan growth continues to be driven by the strong performance by our banking teams across our markets • Loan production offices continue to contribute meaningfully to both commercial loan growth and loan pipeline, which was approximately
($MM)
NIM benefiting from loan growth and the paydown of borrowings • Q4 2024 NIM of 3.03 improved 8 basis points from the third quarter and 1 basis point from the prior year period, through a combination of higher loan and securities yields and lower funding costs • Loan yields increased 19 basis points year-over-year but declined 13 basis points quarter-over-quarter, reflecting the impact of the 100 basis points of
Quarter Ending % H / (L) % H / (L) ($000s)
Quarter Ending % H / (L) % H / (L) ($000s)
2.16% 2.09% 2.11% 2.20% 2.15% 2.31% 2.09% 2.14% 2.23% 2.25% 2020 2021 2022 2023 2024 WSBC
0.25% 0.23% 0.25% 0.16% 0.22% 0.60% 0.38% 0.37% 0.31% 0.49% 2020 2021 2022 2023 2024 WSBC
Appendix ©2025
H / (L) H / (L) H / (L)
95% States & Political Subdivisions 5% Other 71% Mortgage-Backed: Residential 10% Mortgage-Backed: Commercial 15%
Portfolio Change / Economic Factors Office Portfolio Other Qualitative adjustments and reserves for specific loans Other qualitative adjustements and other miscellaneous adjustments Loan portfolio growth Changes to macroeconomic variables and quantitative and qualitative economic factors ($MM) 31 Allowance coverage ratio of 1.10% Note: ACL at
($000s)
($000s)
($000s, except earnings per share)
($000s, except earnings per share)
36 Retuon Average Assets (1) Ratios are annualized by utilizing the actual numbers of days in the quarter versus the year Note: Current Expected Credit Losses ("CECL") accounting standard adopted
($000s)
38 Retuon Average Tangible Common Equity Reconciliation (1) Amortization of intangibles tax effected at 21% for all prior periods (2) Ratios are annualized by utilizing the actual numbers of days in the quarter versus the year Note: Current Expected Credit Losses ("CECL") accounting standard adopted
Appendix for Proposed Acquisition of
Increased Scale • With
Pro forma company profile 41 (1) TCE shown net of deferred tax liability; includes net proceeds from capital raise (2) Excludes one time deal charges, Non-PCD CECL Day-2 double count, and assumes fully phased in cost saves (3) Deposit market share data as of
Structure & Consideration • 100% stock consideration • Fixed exchange ratio - 0.80 WSBC shares to be issued for each PFC share • Pro forma ownership: 62% WSBC, 30% PFC, 8% new shareholders Transaction Value • Deal value of
• Successfully raised
Earnings • Projections for WSBC and PFC based on consensus estimates through 2025; 5% growth thereafter Cost Savings • ~26% of PFC's NIE expense base (
Impact summary Acquisition of
Enhanced profitability and capital generation Acquisition of
Capital accretion post transaction Appendix 48 CET1 Capital Ratio (%)
Illustrative pro forma earnings accretion reconciliation Illustrative Fully Phased-In EPS Accretion Appendix 49 Adjusted Unadjusted Dollars in millions; excluding per share data 2025E(1) 2025E WSBC Earnings
Shares $ per $ Millions (Millions) Share WSBC TBV at Close (12/31/2024)
Non-GAAP reconciliations Appendix 51 WSBC Tangible Book Value $ Millions Total Shareholders' Equity
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