Good morning, everyone, and welcome to National Bank Holdings Corporation conference call. My name is Kevin and I will be your conference operator today. I would like to remind you that this conference call is being recorded for replay purposes. This call will contain forward-looking statements, including statements regarding the transaction being announced today and the transaction's impact on the company's future performance. Actual results could differ materially from those discussed today. These forward-looking statements are subject to risks, uncertainties, and other factors which are disclosed in more detail in the company's presentation materials prepared in connection with this call and its most recent filings with the U.S. Securities and Exchange Commission. These statements speak only as of the date of this call, and National Bank Holdings Corporation undertakes no obligation to update or revise statements. It is now my pleasure to turn the call over to National Bank Holdings Chairman, President, and CEO, Mr. Tim Laney. Hey, thank you, Kevin. Good morning, and thank you for joining today's call. I'm joined by National Bank Holdings CFO, Aldis Birkans, and we're pleased to share with you the details of our announced acquisition of Bancshares of Jackson Hole Incorporated, a $1.6 billion asset bank holding company based and concentrated in Jackson Hole, Wyoming. We have a history of being very selective in our approach to acquisitions. We've diligenced a lot of institutions, and Bank of Jackson Hole represents a scarce opportunity to partner with an organization that has built a leading position and powerful reputation in one of the fastest growing and wealthiest markets in the United States. The Bank of Jackson Hole has been owned and operated for over 40 years by the Biolchini family, and they deserve to be very proud of the focus they've placed on caring for their clients, associates in the communities they serve. We're pleased to work with the Biolchini family and are happy to have done so on an exclusive basis. The family will take a significant position in our stock because they believe, like we do, that together we can produce even stronger financial results. This combination expands our presence in the fast-growing and strategically important Jackson Hole and Boise markets and aligns with our strategy of operating in the strongest U.S. markets that exist with a focus on commercial and business banking. In addition, the Bank of Jackson Hole brings us a thriving trust business that we believe we can leverage across our entire franchise. We have a successful track record of using acquisitions throughout our history to grow and diversify the bank. With the addition of the Bank of Jackson Hole, we'll further increase our scale, improve our operating leverage, increase our core deposits, and again, add a very high-performing trust and private wealth business to our product suite in what is considered to be one of the most favorable trust jurisdictions in the country. We fully expect to leverage this added capability across all of our markets and ultimately onto 2UniFi to better serve our existing clients, attract new clients, and deliver increased fee income to our company. We have a solid outlook for future growth and the acquisition of Bank of Jackson Hole only strengthens that outlook. We look forward to working with our new teammates to deliver great results for our investors. On that note, I'm gonna turn the call over to Aldis to cover the financial details of this transaction. Aldis, we'll throw it to you. All right. Thank you, Tim, and good morning, everyone. As Tim already indicated, the Bank of Jackson Hole provides us with a unique opportunity to enter one of the fastest growing and wealthiest markets in the U.S., as well as to add the comprehensive trust and wealth management capability. In my following comments, I will touch on the key financial terms of the merger and then we'll open up for questions. Based on yesterday's NBHC closing stock price of $40.28, this is a $230 million transaction. As part of the total consideration, NBHC will issue a fixed amount of 4.4 million shares and pay $53 million in cash, including the consideration for options. This represents approximately 2x Bancshares of Jackson Hole Incorporated tangible book value. Given that Bank of Jackson Hole does not disclose consolidated results, let me run through a quick recap of the bank's financials. This is a $1.6 billion asset bank with approximately $1 billion currently in loans, $1.5 billion in core deposits, five full banking centers. They primarily operate in Jackson Hole, Wyoming, as well as the Boise, Idaho market, which we love. We believe this is a smartly priced transaction with attractive returns for our shareholders. The fully phased-in earnings pickup is projected to be near 16% accretive to our 2023 EPS. I'll repeat, 16% accretive to our 2023 earnings. As always, we have been realistic and appropriately conservative with our modeling assumptions. On that basis, we project to have a less than three-year tangible book value dilution earn-back using the crossover method. The estimated 28% cost savings is a result of identified efficiencies of folding the bank onto our platform. As always, we conducted extensive due diligence and went deep into their loan book. Our teams reviewed approximately 90% of their commercial loan exposures, and we feel very good about the credit quality and underwriting approach. It's worth noting that Bank of Jackson Hole has not had net charge-offs for the past four years. We are impressed with the management and the business strategies, and as Tim mentioned, we believe it will lead to additional revenue opportunities. Having said that, we have not modeled any potential revenue synergies nor have assumed any financial engineering or stock buyback. Over the years, we have strived to be an efficient and opportunistic user of capital while maintaining optionality. Our merger with Bank of Jackson Hole represents an excellent use of capital, and we pro forma a Tier 1 common equity ratio of 12.6%. It still leaves us with plenty of optionality for the future. On that note, Tim and I are open to take your questions, and Kevin will throw it back to you. Thank you. Ladies and gentlemen, if you would like to ask a question, please signal by pressing star one on your telephone keypad. Please ensure that the mute function of your telephone is switched off to allow your signal to reach our equipment. Again, please press star one to ask a question. Our first question today comes from Andrew Liesch of Piper Sandler. Hey, good morning, guys. Congrats on the acquisition. Thank you, Andrew. Good morning. Question here on the loan growth that Bank of Jackson Hole has been putting up lately. Looks like it's been pretty strong. How much of that was PPP driven versus core? I guess what's the loan growth outlook from this $1 billion or so going forward? Yeah. No, even if you go back before PPP days and look at their annualized growth rate, it's been around 30% on CAGR type of basis. The markets clearly are very strong, which is why we like these two specifically Jackson Hole and Boise markets. We do think that there's a lot of opportunity. We pared back some of that growth, historical growth in our assumptions, that being conservative, but you know, hopefully, we can outperform what we modeled. We expect double-digit growth and that's less PPP. We're just talking about very strong markets and very solid teams with a solid credit culture. Got it. That seems reasonable there. Do you have what the net interest margin is at the holding company? I guess how do you think that's gonna perform here with the rates up environment? Yeah, it's a good question. Yeah. Their margin currently is around, call it 3.15%. But mind you, they have about 20% of their earning assets sitting in cash. It's diluted obviously. Their loan book is in mid-fours in terms of yields. Again, very, those are accretive. We put that on a slide, accretive to our loan book yield, which we like. Again, to the extent that liquidity we are able to deploy it into additional loans, that's only accretive. I'll mention on the deposit side, the same thing on deposits. If you look at where they've been growing deposits has been quite nicely. We expect that to continue at double digits as well. Got it. Very helpful. Thanks for taking my question. I'll step back. Thank you, Andrew. Our next question comes from Brett Rabatin of Hovde Group. Hi, Brett. Hey, guys. Good morning. Congrats as well on this deal. It looks like. Thank you. A nice addition to your franchise. I guess I wanted to first just start off with, you know, you've been, Tim, pretty inwardly focused with doing some initiatives with fintech and growing your capability to add customers. You know, how does this deal change the mindset or what you've been doing internally with fintech, so to speak? Wanted to ask a question around, you know, their trust business and do you put their business on your business and have them Yeah. help you there, or how does that work from a combination perspective? Brett, you're right on. I'm gonna take your last question first. I could not be more impressed with the trust capabilities that have been built in Bank of Jackson Hole. Frankly, it's been a bit of a learning curve for us as we've come to appreciate the power of operating a wealth management and trust business in the state of Wyoming. Ultimately, I do believe it could represent another leg onto 2UniFi as we, in effect, democratize some of these trust services for small and medium-sized business owners across the country. When you start to think about it on that scale, it's incredibly powerful. You know, as we covered in some of the materials we released in the investor deck, you know, this is a state where you can set up trusts with no transfer tax for 1,000 years. Unbelievable levels of asset protection, the best privacy laws for personal and trust information in the United States. Frankly, the state's been ranked as the most tax-friendly state in the U.S. in a time where that's certainly a hot topic for a lot of business owners and individuals. We fully expect to not only leverage that capability across our geographic franchise, but as I said before, ultimately democratize those capabilities through to 2UniFi. I think it speaks to a focus we have around not simply making acquisitions for the sake of acquiring assets or being larger. As we said before, we're gonna continue to be focused on growing our core of franchise, not only future-proofing that with 2UniFi, but frankly, just building a second business. I've got the talent and teammates that are capable of really operating on both fronts. As we look to additional acquisitions, you should appreciate the fact that we're always going to be looking at them with an eye toward whether or not they would help support the ultimate build-out of 2UniFi and equally important from a financial return standpoint, support our strategic goal of continuing to diversify, in particular, our fee revenue base. Again, another reason beyond the fact that these are just incredibly strong markets when you talk about Jackson Hole and Boise, Idaho, we are very focused on acquisition opportunities that deliver diverse fee revenues for us. Bank of Jackson Hole certainly checked that box for us. Okay. Appreciate the color there, Tim. All this, maybe just one housekeeping on the goodwill. Is it about $110 million that you're anticipating to book on that and so maybe about 5.5% dilution on tangible book? Yes. The answer is you're in a very close ballpark. Yep. Okay. Then just lastly on the loan growth, you know, obviously you discussed that it's been strong and you've haircutted it a little bit. Their markets are obviously, you know, in migration, attractive markets where people are moving. You know, Boise in particular seems to be a pretty hot market. You know, would you be interested in growing more on the construction portfolio that they have? Or what loan segments would you anticipate being more aggressive with, if anything, going forward? Yeah, another great question. We are comfortable with their approach to commercial real estate in general. Really very impressed with their underwriting approach. One of the benefits of our diverse portfolio is we have the capacity to support expanded growth in that arena. You know, on a combined basis, we're at roughly only 150% of risk-based capital when you look at CRE against total risk-based capital, so that speaks to the kind of capacity we have. Again, most important from a risk-based perspective, we're very comfortable with the nature of the business. In fact, I would say this as it relates to what they've done in Jackson Hole. We think we can take some of their best practices and apply them to some of our existing markets, like markets like Aspen, Colorado and Vail, Colorado, amongst others. A very good question, and we do expect growth in that area. Okay, great. Congrats again. Thanks for all the color. Yeah, thanks. You bet. We can now go to Jeff Rulis of D.A. Davidson. Hi, Jeff. Thanks. Good morning. Hi. Yeah, the—I guess interested in the sort of the genesis of the conversation with these folks. Obviously an attractive franchise. Interested in kind of were there other suitors in play? Did they sort of speak to others? Was this negotiated? Just kind of how the conversation began would be helpful. Yeah. Thank you. Okay. This was negotiated on an exclusive basis led by Tom Biolchini, who has really led this bank on behalf of his family. From very early on, we felt very good chemistry. I mean, we really do believe in assessing culture, risk management appetite and our risk appetite and the approach to managing that risk. These folks really have their act together. I mean, you know, there's a reason they've been voted best bank in Jackson Hole for so many years, I can't even recall, year in and year back to back. This was about good chemistry, a belief in the combination and a belief that together we could do more. Tim, what's the pro forma ownership of the Biolchini family of NBHC on that level? As a combined family, they're gonna take just under 13% ownership in our company, but no single person will own more than 4%, so less than 4%. Great. Thanks, Aldis. Switching gears a bit, just to tackle the expense side, and perhaps you could. I mean, the expected close of the second half is pretty wide. I know the regulatory world is a bit murky at times, but if any thoughts on maybe when that may actually close a little closer and then conversion timing after that, and then to that end, you know, would you see any cost savings potentially in 2022? I assume that's 100% in 2023 cost savings achievement, but just timing and if you could touch on a few of those would be helpful. Yeah. I'll start with the regulatory front, and I think you alluded to this. I mean, you can't be presumptive about exactly when a transaction will be approved. I will say we have a practice of not surprising our regulators. You know, this isn't something that we just sprung on them last night. We believe in open communication and all indications is that there's certainly full support for what we're doing here as well as frankly our other strategic plans. You know, again, I'll say no surprises from our side, indication of support from their side. I don't wanna sound presumptive. We'll let that process unfold. Aldis, I'll let you speak to expense synergies and timing. Yeah. In terms of that timing, again, not wanting to be presumptive, but, you know, it's reasonable that if we got a third quarter approval, we will have a mid fourth quarter conversion and a lot of cost saves start basically occurring right there, with a good chance of 2023 being a fairly clean year on a run rate basis. But again, that it will depend how much, how early or late in a quarter, in the fourth quarter we do get to go through the conversion. I would just say, you know, again, back to full transparency, given that this is not about overlapping markets. You know, we've been conservative on our estimation of expense saves. We certainly see synergies in core operations, support costs, et cetera, which is a beautiful thing. I think we've been conservative on our, in our pro formas around this, certainly as it relates to prospective expense savings, and just as conservative in terms of upside on revenue here. We've had a track record of under promising and over delivering. I suspect we'll end up earning back any tangible book dilution on a faster basis than is presented here. Tim, that was my follow-up, you know, that given that it is an expansion process here, not a lot of overlap or any, but that cost savings number is not the smallest and you said you're conservative. I guess if you expect some maybe back office or maybe some branch rationalization in that figure. I think you're going down the right path, not necessarily on the branch side, because these are well-run, efficient branches. We certainly see in terms of vendor expense, core operations expense, some very significant opportunities that can be executed without any disruption to client revenue, which is a beautiful thing. Got it. Maybe last one, Aldis, just housekeeping. Is there any meaningful PPP balance in what you're bringing over from Bank of Jackson Hole? No, they are just like us, mostly through all of that. That billion-dollar loan number is really a core number. That's good. Thank you. The day-to-day operations of this bank have been led by a gentleman named Pete Lawton, and he's, in my estimation, a full on pro. This is a clean, very well-run organization. Our next question comes from Kelly Motta of KBW. Hi, Tim and Aldis. Congrats on the deal. Hi, Kelly. Thank you. A lot of my questions have been asked and answered. I did wanna touch on capital. The deal does a nice job deploying your excess at 12.6% CET1 pro forma. Is this what you kind of view now as an optimal level with balancing returns and also what you're doing with 2UniFi? How should we be thinking about you know how to manage your capital going forward and priorities there? Thank you, Kelly. Another great question. I'll begin and then turn it to Aldis. I would say, you know, we still certainly believe we have a great deal of optionality with this level of capital. We also agree with you. We think this was a very efficient use of capital, and we'll continue to be selective as we think about how we optimize that capital run rate. You know, we've got, you know, a high-class problem in that, you know, our internal forecasts tell us we're still going to be generating a lot of retained earnings and supporting a very solid capital base, which will continue to give us and our other investors a lot of optionality. I would just stress, given where we're at, post-close on this transaction, we still maintain a great deal of optionality. Aldis, I'll throw it to you at a high level view. Yeah, no, to that point, 12.6 pro forma CET1, given leverage pro forma is around a 9.3% still leaves us with what we view excess capital to do you know with an optionality. I'd say what I'm excited about this deal is even with these somewhat still elevated capital levels, pro forma ROTCE works out to be right around 15%, so that's a nice double-digit return for shareholder. Kelly just said, your question about capital and then Andrew's prior question about just operating efficiencies and where we're going with all of this. You know, what you're not going to see us do is acquire community banks where the play is all about going in and stripping out expense and maybe picking up, you know, a couple of years of run rate based on expense synergies. If and when you see us make, call it more traditional bank acquisitions, more than likely they're going to have a unique embedded product or capability in them, like this trust business, that we can not only leverage across our traditional geographic franchise, but then leverage into 2UniFi as well. Again, as we think about capital deployment and efficient returns, expect us, you know, every investor should hold us to that standard of being able to point to very unique revenue generating capabilities, more important earnings generating capabilities that we can leverage across the geographic and digital franchises. Got it. Thank you for all the color. That's super helpful. A question about lockups. Does the family or any other large shareholders have any lockups on their ownership post-deal, and anything we should be aware of there? No specific lockups, although they have committed to hold onto shares and not to sell in that. We have some restrictions in terms of speed and volumes over time that the family will be able to liquidate these things if they choose to, but no specific lockup time. Got it. Okay. Thank you for that. Just a last housekeeping question for you, Aldis. With the EPS accretion, I think it's 16% on 2023, are you using consensus estimates or is that something internal? I have backed it at $3.27. Just trying to gauge if I'm thinking basing it off of the right base. Yeah, no, it's off consensus. Since we haven't disclosed the projected 2023 earnings, our earnings, to the Street, we're using what is Street's estimates. Great. Perfect. Thank you so much. Again, congrats on the deal. Thank you, Kelly. Appreciate it. Our next question comes from Andrew Terrell of Stephens. Great. Hey, good morning. Congrats on the deal. Hi, Andrew. Feels like we were just talking to you. Yeah. Good poker face. Yeah. Aldis, I wanted to ask a quick question just on kind of pro forma rate sensitivity. I think in the 10-K, you disclosed about 5.3% the net interest income with 100 basis points in rates. I'm wondering if this acquisition kind of alters that materially, or just maybe you could just walk us through kind of the pro forma rate sensitivity of the bank. Yeah. Good question. Oddly enough, their latest ALM model would imply almost exactly the same rate sensitivity as ours. Now, the composition of it is a bit more different if you look at the portfolio, more real estate oriented, so it is less sensitivity coming out of the loan book. Again, back to the significant cash position that they do hold at today, that's where the rate sensitivity is coming from. I'll say if you go backwards and look at their cost of deposits, it's been, you know, at 12 basis points of cost of deposits today. They've fared really well, especially in transaction deposit costs through, you know, 2018 and 2019 higher rate cycles. The deposit betas we think actually are as good, if not even better than what we've experienced with our organization. Very helpful. Just on the cash component specifically or just the cash balances, how should we think about, I guess any kind of deployment of that cash from now through kind of deal close? Or should we just assume it kind of stays in cash? What we've modeled is me keeping the mix and growing the overall balance sheet on the pro rata basis in terms of how the mix is sitting today. They have not, and we have not, sort of made assumptions what we're gonna do and how we're gonna deploy it. I'll just stick to what the models are implying right now based on our performance. Okay. Very good. I appreciate it. Maybe one last one. I understand the dynamics between kind of leveraging the trust and the wealth business across your footprint. It sounds like that could be pretty powerful. Maybe just on the kind of other side, are there any opportunities to leverage kind of some of your mortgage banking offering across the legacy Jackson Hole footprint? You better believe it. Absolutely. As well as frankly, a deeper set of commercial and business banking capabilities. We think they're going to be very exciting opportunities in areas like treasury management to expand relationships with their clients quite deeply. Yeah. That's one of the opportunities if you do look at, you know, the call reports and dig into a little bit more and see their service charges are relatively low to their core deposit base if you did that ratio. We do think there is opportunities back to Tim's point in treasury management and offering our product sets and picking up not just providing more value for the clients, but certainly creating revenue source for us as well. Okay. Very good. I appreciate the color and congrats on the deal. Yeah. Thank you so much. Our next question comes from Brett Rabatin of Hovde Group. Hey, I just had one follow-up, Tim. I'm curious, you know, I've been talking to managements recently and they've been all kind of saying the same thing about loan growth and margin, you know, expectations higher. It's in the same breath we're having discussions about loan growth improving with the tenor being also we're preparing for a recession. I think it's interesting the bank stocks aren't following the rise in the 10-year because the curve is now a little bit inverted. What is your view on the economy from here? You know, what signs are you seeing? I'm just curious, you know, as it relates to this deal, you know, what's your view on the economy from here, just kind of given the yield curve and, you know, some trepidation about the Fed not being able to manage a soft landing? Yeah, no, another great question, Brett. I would tell you that we are stress testing our borrowers and our related loans as heavily as at any time in the life of the company. That would certainly equally apply to any acquisition target, to be more specific, hyper-focused on global cash flow coverage and stress testing that coverage against significantly higher interest rates and inter- and related interest costs, and also looking at stress testing revenue lines and expense lines on those companies. You know, I my belief is you have to prepare for the worst. You know, we continue as we typically are looking at our business clients on a quarter-to-quarter basis, at least to this point, continue to see growing strength on their balance sheets. Fortunately, at least to this point, companies are able to continue to pass on much of the rise in costs. Again, isn't that the vicious circle in that one would argue that's exactly what will continue to drive inflation. The bottom line is we think you have to be more vigilant than ever in preparing for potential, let's face it, ongoing inflation. You mentioned recession or even worse, possibly stagflation. That just means hyper-stressing credit books and making sure we understand where we're at. To that end, one of the things we really liked about the Bank of Jackson Hole in terms of their underwriting practices are very conservative approaches on loan-to-value that typically translates to very, very healthy cash flow coverage with borrowers who typically have multiple sources of revenue and backers with solid net worth. So you know, that should suggest to you how focused we are on it, and I could probably go on for another hour and bore you to death, but I think that question is timely and important. Now again, think about our core strategy. We're gonna continue to focus on putting ourselves in markets that are consistently performing stronger than the national average. Again, we're you know two perfect examples. These Boise and Jackson Hole are just incredibly strong markets. You know, we're gonna ride a tide that's in our favor as we talk about markets like the Front Range of Colorado, Austin, Dallas, Salt Lake City, Boise, Jackson Hole. We believe we're well positioned on a relative basis for whatever we might face. Okay. I appreciate the color. I noticed that their charge-offs have basically been zero for quite some time, so that should be some comfort as well. Yep. It's certainly reflected when you get into the deep diligence and the, as I said before, in the nature of their underwriting and the conservatism which we like. Okay, great. Appreciate your thoughts on that. Yeah, you bet. Yeah, thanks for the question. Thank you. I am showing we have no further questions at this time. I will now turn the call back to Mr. Laney for his closing remarks. Thank you, sir. I do sincerely thank everyone for your interest. We are committed around delivering strong returns from this combination. Feel free to touch base with us if you have any follow-on questions at all. I can promise you there's more to come and we just continue to be very optimistic about what we're gonna be able to do for ourselves and our other investors. Have a good day and have a good weekend. Bye now. This concludes today's conference call. If you would like to listen to the telephone replay of this call, it will be available beginning in approximately four hours and will run through Wednesday, April 6, 2022, by dialing 888-203-1112 and referencing pass code 9772123. Thank you very much. Have a great day. You may now disconnect.