EX-99.2 4 d449206dex992.htm EX-99.2

Exhibit 99.2

Mid Penn Bancorp, Inc. (NASDAQ: MPB)Announces Acquisition of First Priority Financial Corp.January 16, 2018Midpennbancorpinc.FirstPriortiyFianancial Corp. NASDAQ:MPB OCTQX:FPBK

Disclaimer Regarding Forward Looking StatementsThis presentation contains forward-looking statements that are intended to be covered by the safe harbor for forward-looking statements provided by the Private Securities Litigation Reform Act of 1995. Forward-looking statements are not statements of historical fact, and can be identified by the use of forward-looking terminology such as “believe,” “expect,” “may,” “will,” “should,” “project,” “plan,” “seek,” “target,” “intend” or “anticipate” or the negative thereof or comparable terminology. Forward-looking statements include discussions of strategy, financial projections and estimates and their underlying assumptions, statements regarding plans, objectives, expectations or consequences of various transactions, and statements about the future performance, operations, products and services of Mid Penn Bancorp, Inc. (“Mid Penn”), First Priority Financial Corp. (“First Priority”) and our respective subsidiaries. These forward-looking statements are subject to various assumptions, risks, uncertainties and other factors. These risks are detailed in documents filed by Mid Penn and First Priority with the Securities and Exchange Commission, including Mid Penn’s and First Priority’s Quarterly Reports on Form 10-Q, Annual Reports on Form 10-K, and other required filings.Because of these uncertainties, risks and the possibility of changes in these assumptions, actual results could differ materially from those expressed in any forward-looking statements. Investors are cautioned not to place undue reliance on these statements. Neither Mid Penn nor First Priority assume any duty or obligation to update any forward-looking statements made in this presentation.The proposed transaction will be submitted to the shareholders of First Priority and Mid Penn for their consideration and approval. In connection with the proposed transaction, Mid Penn will be filing with the Securities and Exchange Commission (the “SEC”) a registration statement on Form S-4 which will include a joint proxy statement/prospectus and other relevant documents to be distributed to the shareholders of Mid Penn and First Priority. Investors are urged to read the registration statement and the joint proxy statement/prospectus regarding the proposed transaction 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. Investors will be able to obtain a free copy of the joint proxy statement/prospectus, as well as other filings containing information about Mid Penn and First Priority, free of charge from the SEC’s Internet site (www.sec.gov), by contacting Mid PennBancorp, Inc., 349 Union Street, Millersburg, Pennsylvania 17061, attention: Investor Relations (telephone (717) 692-7105); or First Priority Financial Corp., 2 West Liberty Boulevard, Suite 104, Malvern, Pennsylvania 19355, attention: Investor Relations (telephone (610) 280-7100). INVESTORS SHOULD READ THE JOINT PROXY STATEMENT/PROSPECTUS AND OTHER DOCUMENTS TO BE FILED WITH THE SEC CAREFULLY BEFORE MAKING A DECISION CONCERNING THE TRANSACTION.Mid Penn, First Priority and their respective directors, executive officers, and certain other members of management and employees may be soliciting proxies from Mid Penn and First Priority shareholders in favor of the transaction. Information regarding the persons who may, under the rules of the SEC, be considered participants in the solicitation of the Mid Penn and First Priority shareholders in connection with the proposed transaction will be set forth in the joint proxy statement/prospectus when it is filed with the SEC. You can find information about Mid Penn’s executive officers and directors in its most recent proxy statement filed with the SEC, which is available at the SEC’s Internet site (www.sec.gov). Information about First Priority’s executive officers and directors is set forth in its most recent annual report on Form 10-K filed with the SEC, which is available at the SEC’s Internet site. You can also obtain free copies of these documents from Mid Penn or First Priority, as appropriate, using the contact information above.

Transaction Highlights Enhanced Banking Franchise Financially Attractive Strategic entrance into demographically attractive southeastern Pennsylvania metro markets Allows for the accelerated deployment of excess liquidity and capital from recently completed acquisition of Scottdale Bank & Trust Company Creates ~$2.2 billion asset Pennsylvania bank with optimal balance sheet, capital and operating metrics Seasoned leadership from First Priority to remain in place David E. Sparks, Chairman and CEO of First Priority, will be appointed Chief Strategic Advisor to Rory G. Ritrievi, and named Market President of First Priority Bank, a Division of Mid Penn Bank Mr. Sparks and three other members of First Priority’s Board of Directors will join the Mid Penn Board of Directors Higher legal lending limit going forward increases ability to service current and future customers and to repurchase outstanding participations at First Priority Pro forma market cap of ~$300 million improves trading liquidity and future acquisition capacity Attractive financial metrics – Immediately accretive to EPS¹: ~8% in 2018 and ~19% in 2019 – Manageable tangible book value dilution of 6.6%², earned back in less than 3 years (based on both the Crossover and Simple methods³) – Pro forma capital ratios above “well-capitalized” guidelines Achievable cost savings equal to 36% of FPBK estimated noninterest expenses ¹Excludes merger-related expenses; 2018 assumes 9/30/2018 closing and 100% cost savings phase-in ²Includes all merger-related expenses and purchase accounting adjustments ³Crossover method defined as the number of years for projected pro forma TBV per share to exceed projected stand-alone TBV per share; Simple method is calculated as TBV dilution at close divided by 2019E EPS accretion 3

Transaction Summary Transaction Consideration Valuation Multiples1 Key Transaction Assumptions Pro Forma Capital Position Management & Board of Directors Closing • 100% stock consideration • Fixed exchange ratio equal to 0.3481 shares of MPB common stock per share of FPBK • Implied purchase price per share of $11.73¹ • Equity options to be cashed out worth ~$3.9 million² • Aggregate transaction value including options cashout: ~$81.8 million • Pro forma ownership: 72.6% MPB / 27.4% FPBK • 175% price to September 30, 2017 tangible book value per share • 9.0% core deposit premium³ • 30.3% one-day market premiumâ´ • One-time pre-tax transaction expenses of ~$5.2 million • Cost savings estimated at 36% of FPBK’s noninterest expense base • Gross loan mark equal to ~$7.4 millionâµ, or ~1.5% of FPBK gross loans as of September 30, 2017 • Pro forma company remains well-capitalized • Estimated pro forma CRE concentration ratio of ~215% (well below industry-accepted threshold of 300%) • David E. Sparks, current Chairman and CEO of FPBK, to join MPB as a director, as Chief Strategic Advisor to the CEO, and as Market President of First Priority Bank, a Division of Mid Penn Bank • Three additional current FPBK directors to join existing MPB board • Estimated closing: 3Q 2018 • Customary regulatory and shareholder approvals required ¹Based on MPB’s 20-day volume weighted average price of $33.71 as of January 12, 2018 ²FPBK equity options to be cashed out at the difference between $11.07 and the weighted average exercise price of $5.86 ³Core deposit premium calculated as aggregate purchase price less FPBK tangible common equity divided by core deposits; core deposits defined as total deposits less time deposit accounts greater than $100,000 â´Based on FPBK’s closing price of $9.00 on January 12, 2018 âµIncludes a credit mark of approximately ($6.0) million and an interest rate mark of approximately ($1.4) million 4

Building a Leading Pennsylvania Community Banking FranchiseMid Penn – A Proven AcquirorMPB becomes Pennsylvania’s 9th largest depository institution under $10 billion in assetsPro Forma Assets~$2.2B¹(Pro forma Rank: 9)Pro Forma Assets~$1.4B¹(Pro forma Rank: 16)Standalone Assets $1.2BTop 25 Publicly-Traded PA-Based Banks & Thrifts: Total Assets of $1B to $10B¹Estimated as of transaction closeNote: FCF and BMTC pro forma for pending or recently completed acquisitions; Does not include the effects of purchase accounting adjustments Source: S&P Global Market Intelligence

Pro Forma Franchise FootprintTotal Assets ($M) $268 Total Gross Loans ($M) $66 Total Deposits ($M) $219 Branch Locations 5Total Assets ($M) $612 Total Gross Loans ($M) $498 Total Deposits ($M) $501 Branch Locations 7Total Assets ($M) $1,153 Total Gross Loans ($M) $877 Total Deposits ($M) $1,027 Branch Locations 24Mid Penn (24) Scottdale (5) First Priority (7)Note: Financial data as of September 30, 2017 Source: S&P Global Market Intelligence

Total Assets ($M) $612.0 ROAA 0.49% Total Net Loans ($M) $494.6 ROATCE 5.96% Total Deposits ($M) $500.5 Net Interest Margin 3.21% Total Equity ($M) $50.5 Yield on Loans 4.49% TCE / TA 7.25% Cost of Deposits 1.06% NPAs² / Assets 0.37% Efficiency Ratio 77.7% Total Assets ($M) $612.0 ROAA 0.49% Total Net Loans ($M) $494.6 ROATCE 5.96% Total Deposits ($M) $500.5 Net Interest Margin 3.21% Total Equity ($M) $50.5 Yield on Loans 4.49% TCE / TA 7.25% Cost of Deposits 1.06% NPAs² / Assets 0.37% Efficiency Ratio 77.7% Overview of First Priority Financial Corp. Company Highlights Financial Highlights¹ • 10+ year banking franchise • Founded and led by Chairman and CEO, David E. Sparks – Over 40 years of community banking experience in Pennsylvania markets – Founder, Chairman and CEO of Millennium Bank (~$200 million in assets) from 1998 until its sale to Harleysville National Corp. in 2004 – Led FPBK’s successful integrations of Affinity Bancorp, Inc. and Prestige Community Bank, and Millennium Bank’s acquisition of Cumberland Advisors, Inc. – Former CFO of Dime Savings Bank in New York City, Meridian Bancorp in Reading, PA, and Provident National Corporation in Philadelphia, PA • Leading southeastern Pennsylvania banking franchise with operations throughout Chester, Montgomery, Bucks and Berks County – 7 branch locations and an LPO in Bala Cynwd, PA – Plans to open new branch in West Chester, PA • Well-capitalized and liquid balance sheet – Cash & Securities / Assets¹: 17.0% • Excellent asset quality¹ – NPAs² / Assets: 0.37% – NCOs / Average Loans: 0.00% ¹Financial data as of or for the quarter ended September 30, 2017 ²Nonperforming assets defined as nonaccrual loans, restructured loans and leases, and real estate owned Source: S&P Global Market Intelligence 7 Total Assets ($M) $612.0 ROAA 0.49% Total Net Loans ($M) $494.6 ROATCE 5.96% Total Deposits ($M) $500.5 Net Interest Margin 3.21% Total Equity ($M) $50.5 Yield on Loans 4.49% TCE / TA 7.25% Cost of Deposits 1.06% NPAs² / Assets 0.37% Efficiency Ratio 77.7% 7

Opportunities in New, Affluent Markets and Major Business CentersFPBK Market CommentaryNew core markets in the top 3 most affluent Pennsylvania counties ranked by median household income#1 Chester ($97,843)#2 Montgomery ($89,145)#3 Bucks ($87,870)Philadelphia-Camden-Wilmington MSA – Market StatisticsTotal Population: 6,088,787Median HH Income: $70,516 (15.5% greater than national average)Total Businesses: 232,537– 6th most across all United States MSAs and the most in PA– 102,337 businesses located in existing FPBK counties of operation Total Market Deposits¹: $365.2B• FPBK Branches: 3 ($270.6M in deposits¹)Reading MSA – Market StatisticsTotal Population: 415,367 Total Businesses: 15,067 Total Market Deposits¹: $16.3BFPBK Branches: 4 ($193.1M in deposits¹)The existing FPBK franchise provides MPB immediate access to over $460 million in deposits and exposure to over 100,000 businesses in robust, affluent Pennsylvania economies across Chester, Montgomery, Bucks and Berks County¹As of June 30, 2017Sources: S&P Global Market IntelligenceMedian Household Income ($000s)MPB gains access to the top 3 most affluent PA counties ranked by median HH incomePennsylvania-based BusinessesNumber of % of Rank County Businesses PA Total1 Allegheny, PA 51,960 10.46%2 Philadelphia, PA 47,348 9.53%3 Montgomery, PA 38,669 7.78%4 Bucks, PA 27,664 5.57% Top 10 PA 5 Chester, PA 20,937 4.21% Counties 6 Delaw are, PA 20,223 4.07%7 Lancaster, PA 19,739 3.97%8 Berks, PA 15,067 3.03%9 Westmoreland, PA 14,995 3.02%10 York, PA 14,726 2.96%

Transaction Financial Impact Combined Balace Sheet1 Estimated Financial Impact Pro Forma Capital Position1 • Total Assets $2.2B Combined Balance Sheet¹ • Total Gross Loans • Total Deposits • Total Tangible Common Equity • Total Market Capitalization $1.6B $1.8B $157M $300M Estimated Financial Impact Pro Forma Capital Position¹ • 2018 EPS Accretion² (assumes 9/30/18 closing) • 2019 EPS Accretion² (first full year) • Tangible Book Value Dilution at Close³ • TBV Earnback Period (Crossover & Simple methodsâ´) • TCE / TA – Consolidated • Tier 1 Leverage – Consolidated • Total Capital – Consolidated 8% 19% 6.6% 2.75 years 7.5% 7.8% 12.5% ¹Estimated at closing (September 30, 2018) ²Excludes merger-related expenses ³Includes all merger-related expenses and purchase accounting adjustments â´Crossover method defined as the number of years for projected pro forma TBV per share to exceed projected stand-alone TBV per share; Simple method is calculated as TBV dilution at close divided by 2019E EPS accretion 9

Summary of Transaction Merits P Enhances MPB’s strategic positioning with the entrance into new, more demographically attractive and robust southeastern Pennsylvania metro markets – Entrance into Philadelphia–Camden–Wilmington, PA and Reading, PA metropolitan statistical areas – Access to the top 3 Pennsylvania counties (Chester, Montgomery, Bucks) ranked by median household income and income per capita – Meaningfully impacts MPB’s existing and future commercial banking platform by providing entrance into the 6th largest MSA in the United States ranked by number of businesses P Complements recently completed acquisition of Scottdale and allows MPB to immediately leverage excess deposits and capital on its balance sheet – Pro forma loan / deposit ratio equal to ~82.5% as of September 30, 2017 P Seasoned management team with long-tenured experience in southeastern Pennsylvania markets P Disciplined credit management with pristine asset quality and balance sheet – NPAs¹ / Assets of 0.37% as of September 30, 2017 – Net Chargeoffs / Average Loans equal to 0.00% for the quarter ended September 30, 2017 P Financially attractive transaction that provides meaningful scale and deposits to existing MPB franchise – MPB surpasses $2 billion in total assets and $300 million in total market capitalization, enhancing trading liquidity and future acquisition capacity – Significant earnings accretion² coupled with manageable tangible book value dilution³ – Pro forma company remains well-capitalized ¹Nonperforming assets defined as nonaccrual loans, restructured loans and leases, and real estate owned² ²Excludes merger-related expenses ³Includes all merger-related expenses and purchase accounting adjustments 10

Significant Value Creation for Mid Penn Shareholders Since 2010Stock Price Performance (%)¹400.0% 325.0% 250.0% 175.0% 100.0% 25.0% (50.0%)(50.0%)Jan-11 Jul-11 Jan-12 Jul-12 Jan-13 Jul-13 Jan-14 Jul-14 Jan-15 Jul-15 Jan-16 Jul-16 Jan-17 Jul-17 Jan-18Tangible Book Value Per Share Creation ($)¹MARKET DATA AS OF Janu 12, 2018 Source: S&P Global Market Intelligence 11

Appendix

LOANS LOANS DEPOSITS DEPOSITS Pro Forma Loan & Deposit Composition¹ Mid Penn² First Priority Other Combined Other Consumer 5.5% 0.6% Consumer 7.3% Consumer 6.1% 0.4% C&I 19.7% 1-4 Family 13.5% C&I 17.1% 1-4 Family 24.7% C&I 18.8% 1-4 Family 17.4% C&D 6.5% $943.1M C&D 5.7% $497.9M C&D 6.2% $1,441.0M CRE & Multifamily 54.2% CRE & Multifamily 45.1% CRE & Multifamily 51.1% Yield on Loans: 4.73% Yield on Loans: 4.49% Yield on Loans: 4.65% Retail 8.9% Jumbo³ 8.2% Jumbo³ 16.6% Transaction 19.2% Jumbo³ 10.6% $1,245.7M Transaction 47.2% Retail 17.5% $500.5M $1,746.2M Transaction 39.2% Savings & MMDA 35.7% Retail 38.9% Savings & MMDA 25.3% Savings & MMDA 32.7% Cost of Deposits: 0.52% Noninterest Bearing: 16.5% ¹As of September 30, 2017 ²Pro forma for acquisition of Scottdale Bank & Trust Company ³Jumbo deposits defined as time deposit accounts greater than $100,000 Source: S&P Global Market Intelligence Cost of Deposits: 1.06% Noninterest Bearing: 13.6% Cost of Deposits: 0.67% Noninterest Bearing: 15.6% 13