EX-99.2 3 hb_8k0204ex992.htm SLIDE PRESENTATION
Exhibit 99.2
Horizon Bancorp announces the acquisition of Kosciusko Financial, Inc. and its wholly-owned subsidiary, Farmers State BankFebruary 5, 2016

FORWARD LOOKING STATEMENTS This presentation may contain forward-looking statements regarding the financial performance, business, and future operations of Horizon Bancorp and its affiliates (collectively, “Horizon”). For these statements, Horizon claims the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. Forward-looking statements provide current expectations or forecasts of future events and are not guarantees of future results or performance. As a result, undue reliance should not be placed on these forward-looking statements, which speak only as of the date hereof. We have tried, wherever possible, to identify such statements by using words such as “anticipate,” “estimate,” “project,” “intend,” “plan,” “believe,” “will” and similar expressions, and although management believes that the expectations reflected in such forward-looking statements are accurate and reasonable, actual results may differ materially from those expressed or implied in such statements. Risks and uncertainties that could cause our actual results to differ materially include those set forth in Horizon’s filings with the Securities and Exchange Commission, including its Annual Report on Form 10-K. Statements in this presentation should be considered in conjunction with such risk factors and the other information publicly available about Horizon, including the information in the filings we make with the Securities and Exchange Commission. Horizon does not undertake, and specifically disclaims any obligation, to publicly release any updates to any forward-looking statement to reflect events or circumstances occurring or arising after the date on which the forward-looking statement is made, or to reflect the occurrence of unanticipated events, except to the extent required by law. Disclosures

ADDITIONAL INFORMATION FOR SHAREHOLDERS In connection with the proposed merger, Horizon will file with the SEC a Registration Statement on Form S-4 that will include a Proxy Statement of Kosciusko Financial, Inc. (“Kosciusko”) and a Prospectus of Horizon, as well as other relevant documents concerning the proposed transaction. SHAREHOLDERS AND INVESTORS ARE URGED TO READ THE REGISTRATION STATEMENT AND THE PROXY STATEMENT/PROSPECTUS REGARDING THE MERGER WHEN IT BECOMES AVAILABLE AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. The proxy statement/prospectus and other relevant materials (when they become available), and any other documents Horizon has filed with the SEC, may be obtained free of charge at the SEC’s website at www.sec.gov. In addition, investors and security holders may obtain free copies of the documents Horizon has filed with the SEC in two ways, either (i) by contacting Dona Lucker, Shareholder Relations Officer, 515 Franklin Square, Michigan City, Indiana 46360, telephone: (219) 874-9272 or via a request form available on Horizon’s website at www.horizonbank.com under the tab “About Us – Investor Relations – Other Information – Information Request,” or (ii) at www.horizonbank.com under the tab “About Us – Investor Relations – Documents – SEC Filings.” The information available through Horizon’s website is not and shall not be deemed part of this presentation or incorporated by reference into other filings Horizon makes with the SEC. This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities. Horizon and Kosciusko and certain of their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from the shareholders of Kosciusko in connection with the proposed merger. Information about the directors and executive officers of Horizon is set forth in Horizon’s Annual Report on Form 10-K filed with the SEC on March 13, 2015, and in the proxy statement for Horizon’s 2015 annual meeting of shareholders, as filed with the SEC within a Registration Statement on Form S-4/A on May 22, 2015. Additional information regarding the interests of these participants and any other persons who may be deemed participants in the transaction may be obtained by reading the proxy statement/prospectus regarding the proposed merger when it becomes available. Free copies of this document may be obtained as described in the preceding paragraph. Disclosures

* Farmers State Bank Overview Establ. 1892 in Mentone, INFive Full-Service Locations$148 Million in Assets$106 Million in Loans $123 Million in Deposits$1.1 Million 2015 Net Income0.07% NPAs/Assets Financials as of December 31, 2015

* Merger Highlights Strategic Financial Operational Aligned with Horizon’s plan to expand in the states of Indiana and MichiganScalable platform in the vibrant market of Kosciusko County, IndianaBolsters existing presence in northeast IndianaContinued revenue diversificationStrong core deposit base EPS accretion of ~4% in 2017, first full year pro formaInitial TBV dilution of $0.47 with four year earn back (cross over method)Internal rate of return over 20%Increases bank level capital and cushion above “well capitalized” ratios Operating leverage through cost savings estimated at 45%Although not modeled, revenue enhancements through increased product offering will provide additional growth opportunityMinimal credit concerns

* Pro Forma Franchise 51 Locations Throughout Indiana and Michigan$2.8 Billion in Assets$1.9 Billion in Loans$2.0 Billion in Deposits$1.2 Billion in Assets Under ManagementMarket Cap. $300 Million Horizon and Kosciusko company financials and pro forma analysis, excluding merger adjustments

* Kosciusko County Provides Opportunity Source for demographic data is Nielson. Source for unemployment rate is the U.S. Department of Labor. Orthopedic Capital of the WorldZimmer, Inc.Biomet, Inc.DePuy Synthes, Inc.Medtronic Spinal & BiologicsSymmetry Medical, Inc.Strong Agriculture Production, Processing and Equipment IndustrySolid Manufacturing and Transportation SectorsMSA Proximity and Multitude of Natural Lakes Provide Attractive Second Home Destination Metric Kosciusko County Indiana 2016 Population 79,200 6.6mm Projected Population Change 2016-2021 2.5% 2.2% 2016 Median HH Income $55,954 $49,708 Projected HH Income Change 2016-2021 12.4% 7.6% Unemployment Rate Dec. 2015 4.0% 4.6%

* Based on Horizon’s closing price of $23.99 as of February 3, 2016 Merger Summary Horizon Bancorp Acquiring Kosciusko Financial Horizon Bancorp Acquiring Kosciusko Financial Consideration Mix (1) 65% stock, 35% cash Consideration Structure 3.0122 HBNC shares or $81.75 in cash for each outstanding Kosciusko share or a combination thereof Aggregate Deal Value (1) $22.5 million Termination Fee $1.226 million Required Approvals Customary regulatory and Kosciusko shareholder approval Anticipated Closing Second quarter of 2016

* Source: SNL Financial LCNationwide bank transactions announced after 12/31/2014 with target’s assets between $100 million and $300 million, LTM return on average equity between 4.00% and 10.00% and NPAs/assets less than 2.00%, excluding transactions where pricing information is unavailable Transaction Pricing Metric HBNC/Kosciusko Median ComparableTransactions (1) Price/ Tangible Book Value 139% 143% Price/ LTM Earnings 19.8x 24.8x Price/ 2017 Earnings + Fully Phased-in C.S. 8.7x NA Core Deposit Premium 6.0% 8.0%

* Transaction Assumptions Category Assumption Cost saves 45% fully phased-in of which 65% realized in 2016 1x after-tax charges $2.0 million Non-accretable loan mark $2.1 million or 2.0% of total loans Accretable loan mark $1.7 million or 1.6% of total loans Core deposit intangibles $1.8 million or 2.0% of core deposits Revenue enhancements Not included in model

Horizon: A Company on the Move OrganicExpans.(7) St. JosephSouth BendElkhart Lake County Kalamazoo Indianapolis Carmel M&A(8) Anchor Mortgage Alliance Bank American Trust Heartland 1st MortgageSummitPeoplesKosciusko * Assets ($ Mil.) $721 $2,794 Loans($ Mil.) $548 $1,861 Deposits($ Mil.) $489 $1,994 Branches 7 51 11% CAGR 10% CAGR 11% CAGR Note: 2015 financials reflect Kosciusko, excluding merger adjustments

If you have questions please contact:Mark SecorChief Financial Officer515 Franklin SquareMichigan City, IN 46360(219) 873-2611