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Forward Looking Statements
3
Certain statements contained in this presentation and the accompanying slides may not be based upon historical facts and are “forward-looking
statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of
1934, as amended. These forward-looking statements may be identified by their reference to a future period or periods or by the use of forward-
looking terminology such as “anticipate,” “believe,” “could,” “continue,” “anticipate,” “seek,” “intend,” “estimate,” “expect,” “foresee,” “hope,”
“intend,” “may,” “might,” “plan,” “should,” “predict,” “project,” “goal,” “outlook,” “potential,” “will,” “will result,” “will likely result,” or “would” or future
or conditional verb tenses and variations or negatives of such terms. These forward-looking statements include, without limitation, those relating
to the without limitation, statements relating to the terms, timing and closing of the proposed transaction with Icon Capital Corporation,
acceptance by customers of Icon Capital Corporation of BancorpSouth Bank’s products and services, the opportunities to enhance market share
in certain markets and market acceptance of BancorpSouth Bank generally in new markets.
BancorpSouth Bank cautions readers not to place undue reliance on the forward-looking statements contained in this presentation and the
accompanying slides, in that actual results could differ materially from those indicated in such forward-looking statements as a result of a variety
of factors, many of which are beyond the control of BancorpSouth Bank. These factors may include, but are not limited to, the ability of
BancorpSouth Bank and Icon to complete the merger transaction, the ability of BancorpSouth Bank and Icon to satisfy the conditions to the
completion of the merger transaction, including the approval of the merger transaction by Icon’s shareholders and the receipt of all regulatory
approvals required for the merger transaction on the terms expected in the merger agreement, the ability of BancorpSouth Bank and Icon to meet
expectations regarding the timing, completion and accounting and tax treatments of the merger transaction, the possibility that any of the
anticipated benefits of the merger transaction will not be realized or will not be realized as expected, the failure of the merger transaction to close
for any other reason, the effect of the announcement of the merger transaction on BancorpSouth Bank’s operating results, the possibility that the
merger transaction may be more expensive to complete than anticipated, including as a result of unexpected factors or events and the impact of
all other factors generally understood to affect the assets, business, cash flows, financial condition, liquidity, prospects and/or results of
operations of financial services companies and the other factors described under the caption “Risk Factors” in BancorpSouth Bank’s Annual
Report on Form 10-K for the fiscal year ended December 31, 2017 which was filed with the FDIC on February 26, 2018. Forward-looking
statements speak only as of the date of this presentation and the accompanying slides and, except as required by law, BancorpSouth Bank does
not undertake any obligation to update or revise forward-looking statements to reflect events or circumstances that occur after the date of this
presentation and the accompanying slides.
Overview of Icon Capital Corporation
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Icon Bank established in 2007
Seven branches strategically located throughout
the Houston MSA
Driven and seasoned lending team with a deep
understanding of the market
Approximately $800 million in total assets
100% organic growth
40% noninterest bearing deposits
Attractive loan yields
LTM adjusted ROAA(1) over 1%
Bank Level Financial Highlights as of 3/31/18
Balance Sheet Data
Total Assets ($M) 793.7
Total Loans ($M) 623.2
Total Deposits ($M) 695.0
Loans to Deposits (%) 89.7
Noninterest Bearing Deposits / Deposits (%) 40.4
Deposits Per Branch ($M) 99.3
Profitability Data (LTM)
Adj. Return on Average Assets (%)(1) 1.16
Net Interest Margin (%) 5.06
Efficiency Ratio (%) 68.0
1) Excludes one-time $1.2 million DTA revaluation associated with change in tax legislation
Source: Internal financials and SNL Financial
Transaction Summary
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Merger Partner
Purchase Price(1)
Consideration
Options Treatment
Consideration Mix(1)
Minimum Equity
Requirement(2)
Management Retention
Icon Capital Corporation (“Icon”) and bank subsidiary,
Icon Bank of Texas, NA
$145.8 million
4,125,000 shares of BXS common stock and $17.5 million in cash
Cashed out at close
88% stock / 12% cash
$64 million after seller-incurred expenses
Mark Reiley (Houston Chairman) and John Green (Houston President)
Anticipated Closing Second half of 2018
1) Based on a BXS closing stock price of $31.10 on 4/17/2018
2) In the event Icon’s equity capital at closing is less than $64 million after seller-incurred expenses, then the
consideration will be adjusted downward by an amount equal to such equity capital shortfall
Required Approvals Customary regulatory approvals and Icon shareholder approval
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Strengthening our Texas Footprint Through
Acquisition of a Houston Franchise
Icon Capital Corp (7)
Icon Pending Branch (1)
BXS (279)
Source: SNL Financial
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Houston Franchise
Source: SNL Financial
FDIC Data as of 6/30/17
2017 2017
2017 Deposits Market
# Institution Branches ($M) Share (%)
1 Prosperity Bancshares Inc. 58 5,029$ 2.15%
2 Cadence Bancorp. 10 3,096 1.32%
3 Allegiance Bancshares Inc. 16 2,125 0.91%
4 Green Bancorp Inc. 13 1,916 0.82%
5 Post Oak Bancshares Inc. 12 1,114 0.48%
6 AFNB Holdings Inc. 5 736 0.31%
7 Icon Capital Corporation 7 671 0.29%
8 Central Bancshares Inc. 4 534 0.23%
9 Texas Gulf Bancshares Inc. 9 522 0.22%
10 Golden Bank NA 4 492 0.21%
Top 10 Houston HQ Banks 138 16,236$ 6.94%
MSA Total 1,423 233,787$ 100.0%
Deposit Market Share – Houston HQ Banks
Houston-The Woodlands-Sugarland, TX MSA
Icon is the second largest bank with 100% of
its franchise located in the Houston market
Seventh largest Houston headquartered bank
by both total assets and deposit market share
Icon Capital Corp (7)
Icon Pending Branch (1)
BXS (2)
Sam Houston
Katy
Augusta Pines
Cinco Ranch
Sugar Land
Galleria
Bay Area
Pending
Branches 2 7 9
Loans ($Ms) $370 $623 $993
Deposits ($Ms) $47 $695 $742
Total Employees 87 130 217
Loan Officers 6 26 32
Insurance Professionals 50 0 50
Mortgage Originators 10 0 10
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Strong Pro Forma Houston Franchise
Source: SNL Financial and internal documents
Pro Forma Houston Snapshot
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Houston Market Overview
The Houston-The Woodlands-Sugarland MSA is home to
approximately 7.0 million people making it the 5th largest MSA by
total population:
‒ Ranks 1st for both projected population growth through 2023
and population change since 2010 for the 25 largest MSAs in
the country
‒ The 6th largest GDP in the U.S. in 2016
3.50%
7.10%
0.28%
1.90%
3.38%
7.74%
8.32%
0.0% 2.0% 4.0% 6.0% 8.0% 10.0%
Five Year Projected Population Growth(1)
Houston-The Woodlands-Sugarland, TX (Total Population: 6,980,780)
Dallas-Fort Worth-Arlington, TX (Total Population: 7,418,556)
New York-Newark-Jersey City, NY-NJ-PA (Total Population: 20,251,724)
Texas
Nationwide
Los Angeles-Long Beach-Anaheim, CA (Total Population: 13,436,808)
Chicago-Naperville-Elgin, IL-IN-WI (Total Population: 9,504,650)
Ranked as the #1 best U.S. metro areas for middle market firms,
Houston is home to:
‒ 20 Fortune 500 Company headquarters, ranking fourth among
metro areas, according to the Greater Houston Partnership
‒ The Texas Medical Center, the largest medical center in the
world, catering to over seven million visitors a year
‒ The Port of Houston, which ranks 1st in the U.S. in foreign
trade and 2nd in total tonnage handled
‒ More than 60 degree-granting colleges, universities and
schools
1) Reflects the projected population change from 2018-2023 for the five largest MSAs by population
Source: SNL Financial, Greater Houston Partnership, Visithoustontexas.com, Bureau of Economic Analysis,
Texas Department of Transportation
New Color
10 Note: BXS reflects deposit weighted average figures by state
Source: SNL Financial
Dynamic Houston Market
Projected Population Growth (2018 – 2023) Historical Deposit Growth (2012 – 2017)
2.4%
8.3%
0.0%
2.0%
4.0%
6.0%
8.0%
10.0%
BXS Existing Markets Houston MSA
Median Household Income ($000) Historical Median HHI Growth (2012 – 2017)
$46.2
$64.3
$0.0
$20.0
$40.0
$60.0
$80.0
BXS Existing Markets Houston MSA
3.9%
9.4%
0.0%
2.0%
4.0%
6.0%
8.0%
10.0%
BXS Existing Markets Houston MSA
2.8%
3.4%
0.0%
1.0%
2.0%
3.0%
4.0%
BXS Existing Markets Houston MSA
The Houston MSA has over $230 billion of total deposits and a population of 7 million, which is
larger than 36 U.S. states
Transaction Assumptions and Valuation
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Cost Savings 20% of Icon noninterest expense (75% realized in the first 12 months of
combined operations, and 100% thereafter)
Mark-to-Market
Adjustments Estimated 2.0% mark on gross loans
Core Deposit
Intangibles Estimated 1.5% of all non-time accounts, 10 year amortization
1) Based on a BXS closing stock price of $31.10 on 4/17/2018
2) Excludes one-time $1.2 million DTA revaluation associated with change in tax legislation
Financial Impact
EPS Accretion First Year of Combined Operations
Initial TBV Dilution Less than 2%
TBV Earnback Period Under 3.5 Years
Regulatory Capital Ratios Remain Well Capitalized
Merger Multiples
Aggregate Transaction Value(1) $145.8 million
Price / Tangible Book Value 2.20x
Price / LTM Net Income(2) 17.0x
Price / Est. 2018 Net Income 14.0x
Core Deposit Premium 15.0%
Houston-The Woodlands-Sugarland
23.6%
Killeen-Temple 15.4%
Austin-Round Rock
14.3%
Nacogdoches 13.4%
Texarkana 7.3%
Tyler 4.4%
Longview 3.9%
Other 17.8%
Mississippi 40.0%
Texas 19.8%
Arkansas 11.5%
Louisiana 11.1%
Tennessee 8.8%
Alabama 6.4%
Missouri 2.1%
Florida 0.4%
Deposits ($M)
Mississippi 5,746$ 40.0%
Texas 2,838 19.8%
Arkansas 1,652 11.5%
Louisiana 1,589 11.1%
Tennessee 1,259 8.8%
Alabama 916 6.4%
Missouri 303 2.1%
Florida 51 0.4%
Total 14,353$ 100.0%
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Pro Forma Deposits by Geography
Deposits ($M)
Houston-The Woodlands-Sugarland 671$ 23.6%
Killeen-Temple 436 15.4%
Austin-Round Rock 404 14.3%
Nacogdoches 380 13.4%
Texarkana 208 7.3%
Tyler 124 4.4%
Longview 111 3.9%
Other 504 17.8%
Total 2,838$ 100.0%
State Texas MSA
(2)
Note: Reflects FDIC deposit data as of 6/30/2017
1) Excludes two Arkansas counties in the Texarkana MSA
2) Represents markets contributing less than 5% of BXS Texas deposits
Source: SNL Financial
(1)
Strategic Rationale
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Enhancement of existing Houston market presence
– Pro forma Houston loans of approximately $1 billion
– BXS currently has 13 banking professionals in the Houston market, 6 of which are loan officers, $370
million in loans and $47 million in deposits
– 50 insurance professionals as well as 10 mortgage originators
Partnership with the second largest Houston only bank
Premium franchise with a track record of strong organic growth, 40% noninterest bearing deposits, and a
ROAA over 1%
Extensive credit diligence completed
– 85%+ of outstanding loan balances / commitments
– 99%+ of non-performing assets
Platform for continued growth in Texas, and attractive market for expansion with ample opportunity to
capture additional market share
– Retention of Icon executive management team and production officers will help drive additional loan and
deposit generation
– Opportunity to cross-sell insurance and mortgage businesses with current Icon customers
Select BXS executive management and lending team has prior experience in the Houston market
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BancorpSouth’s common stock is listed on the New York Stock Exchange under
the symbol BXS. Additional information can be found at
www.bancorpsouth.com.* As a reminder, all of the Company’s Securities
Exchange Act filings are made with the Federal Deposit Insurance Corporation
and can be found at https://efr.fdic.gov/fcxweb/efr/index.html.
*Reference to BancorpSouth’s website does not constitute incorporation by reference of the information contained
on the website and is not, and should not, be deemed part of this presentation
Investor Inquiries
Will Fisackerly
Director of Corporate Finance
BancorpSouth Bank
(662) 680-2475