I would now like to turn the call over to Robert Atwell, Executive Chairman of Nicolet. Mr. Atwell, please go ahead. Thank you, and good afternoon to everyone joining us today to discuss Nicolet Bankshares' acquisition of County Bancorp, Inc. As she mentioned, my name's Robert Atwell. I'm Co-founder and Chairman of Nicolet. Also joining me on the call from Nicolet are Mike Daniels, our CEO, and my fellow Co-founder, Phil Moore, our newly appointed Chief Financial Officer, and Brad Hutjens, Executive Vice President, Chief Credit Officer, and Compliance and Risk Manager. In addition, we have Tim Schneider, Co-founder, President of County Bancorp, Inc., and CEO of Investors Community Bank in the room with us. Welcome. Earlier this morning, we issued a joint press release announcing Nicolet's agreement to acquire County Bancorp, Inc., the holding company for Investors Community Bank. We've also provided an investor presentation that can be accessed either on the investor relations section of our website or as part of our 8-K filing on the announcement. Before we continue, I'd like to direct everyone to the company's safe harbor statement on forward-looking statements, which is included in both the press release and on pages two and three of the investor presentation. I realize that many of you on the call are very familiar with County, especially their position as a leading lender to the dairy industry throughout the state of Wisconsin. County's operating subsidiary, Investors Community Bank, has a strong market position in Manitowoc and Stevens Point, two markets that are new to Nicolet but adjacent to markets we currently serve well. Investors has branches in Green Bay and Appleton, which will enhance Nicolet's current lead local position in those markets. On a combined basis and including our previously announced acquisition of Mackinac Financial back in April, Nicolet will have total assets of $7.5 billion, making it the 2nd-largest bank headquartered in Wisconsin and one of the largest, if not the largest, community bank serving the upper Midwest. This is, of course, an important geographic infill, and like our previous acquisitions, it is substantially accretive to earnings per share, which is the metric that we manage most closely to. While it does diversify our revenue streams, it is important to understand that this is not a new revenue vertical that we dreamt up in a whiteboard session. Food production and processing is one of the two main foundational industries within our region, and Nicolet has a strong footprint in the C&I companies that process food, that make equipment for processing, packaging, and shipping food, but we've always been underrated in ag production precisely because Investors Community Bank is so good at it. This deal isn't so much about diversifying our revenue streams as it is a highly accretive move that brings us into closer alignment with the underlying economic activities in the communities we serve. I'm very excited about what County will bring to the Nicolet franchise, and now I want to turn it over to Mike Daniels to talk more about that. Thanks, Bob. Welcome to everyone on the call. I could not be more excited about this announcement, especially on the heels of the Mackinac deal. We have known Tim and his team from Investors since they founded the bank back in 1997 and have a tremendous amount of respect and admiration for what they've been able to build in over 25 years. Like us, they've operated with an entrepreneurial mentality as the four founders of Investors continue to remain active today on either the management team or the board. Tim has assembled an impressive team of ag and commercial bankers. We couldn't be more excited about them joining the Nicolet team. I'd like to address Investors' ag concentration and our plans for the ag portfolio first. As many of you know, Investors has a significant ag concentration, over 60% of its loan portfolio, mainly in dairy, since they've been founded. It is what they know best, and quite frankly, we don't think the market has ever given them credit for just how well they have been able to manage that risk-reward trade-off in this portfolio. Once the merger of Mackinac and Investors closes, our ag concentration will go from approximately 4% of our loan portfolio to slightly under 15%. As a result, what you'll see going forward is a well-diversified loan portfolio that remains largely focused on commercial C&I lending with a specialty in ag. As mentioned in the press release, we are very pleased that Tim Schneider will be joining the senior management team at Nicolet as Senior Vice President, Head of Ag Lending. This division will be one of the main revenue lines going forward and one where we expect to commit additional resources to allow Tim and his team to grow and manage that portfolio. In addition, we will be establishing a specific ag credit committee. I also want to touch on the due diligence process, as I know Investors' asset quality may be top of mind to many people on this call. First off, you may have seen County's 8-K filing from yesterday regarding their significant improvement in asset quality since the first quarter. As County has been articulating the last couple of quarters, they are seeing significant improvement in credit, specifically within the ag portfolio. This is being driven by higher commodity prices, primarily milk over the past couple of years, which has translated into credit upgrades, improved classified ratios, as well as improvement in non-performing loans. I can confirm that our in-depth due diligence efforts, which involved our own ag banking team as well as our credit team, confirmed this improving picture. Over the course of our due diligence, we reviewed 93% of the ag portfolio and 85% of the commercial portfolio. Finally, I'd like to take a quick minute to update you on our integration efforts. Our internal integration team has been up and running with the team from Mackinac for a couple of months now, and everything is going as planned. We anticipate shareholder approval next month, and our plan is for that deal to close in early September. As with all of our past acquisitions, we close and convert the same weekend. The same strategy is planned with Mackinac, and the fact it is a Fiserv-to-Fiserv conversion will make that process much smoother. Likewise, we will have a similar plan in place with County, only it will be scheduled for later this year. County is also a Fiserv platform, so I anticipate another seamless conversion once that takes place. The fact that County and its subsidiary Investors only operates four branches, one of which we plan to consolidate with an existing Nicolet branch, also makes this integration process a bit easier. No doubt, clearly these two deals will force us to take a pause with M&A for the remainder of the year. We need to ensure both integrations go as smooth as possible for the customers, and that all employees joining Nicolet clearly understand their new roles and responsibilities within our bank and culture. In the end, I see the combination of Nicolet, Mackinac, and County as having several benefits to our combined customer and employee base, believe it will offer a tremendous opportunity for increased shareholder value going forward. I could not be more excited about what the future holds for Nicolet for the remainder of this year, actually, and in 2022 and beyond. Currently, I'd like to now turn it over to Phil Moore, our CFO, to share some thoughts related to the deal metrics. Thank you, Mike Daniels. First off, let me say what a pleasure it is to be joining this call, as well as this organization. Through my 20-plus year relationship with Robert Atwell, Mike Daniels, and the Nicolet team, I've enjoyed the privilege as a trusted advisor to get to see a lot of cool stuff. Words can't describe my excitement now that I'm part of such a highly respected organization where I can get to be a part of executing these transformational opportunities. Let me highlight a few of the financial metrics of the transaction, which can be found on page 11 of the investor presentation. County shareholders will have the right to elect to receive 0.48 shares of Nicolet Bankshares common stock or $37.18 in cash for each share of County that they own. After the election process, it is intended that the consideration will consist of 80% stock and 20% cash. Based on Monday's closing price of $71.75, the implied per-share purchase price is $34.44 for the stock portion, and a total transaction value of approximately $219 million when you include County's outstanding shares and restricted stock, as well as cashing out their stock options. The purchase price is approximately 1.38 x tangible book value and 16.6 x County's consensus estimated earnings per share for 2021. While the one-day stock price premium appears high by comparable standards, I would point out that the pay-to-trade ratio of 70% is one of the lowest among M&A transactions thus far in 2021. We believe the pro forma financial metrics are compelling to our existing shareholders. As noted on page 12 of the investor deck, on a pro forma basis, including the Mackinac transaction, we estimate net single-digit EPS accretion in the first full year and a tangible book earn back of only 1.4 years, which includes all merger-related charges and the CECL Day two impact. I'm encouraged that we can meaningfully outperform these estimates as the forward earnings assumptions for County utilize mean analyst estimates. Based on County's own estimates, including their improved credit outlook, which some of you may have seen reported in their 8-K filing yesterday, as well as their performance thus far in 2021, we believe the earnings accretion could be meaningfully higher. On a pro forma basis as it stands today, Nicolet shareholders will own 68% of the combined company, with Mackinac and County shareholders each owning about 16%. Some of the significant financial modeling assumptions can be found on page 11. We anticipate approximately $11.7 million of cost savings, which is roughly 33% of County's core non-interest expenses. With 75% of that being realized in 2022. We're expecting deal-related costs of approximately $19 million on a pre-tax basis, which include many larger ticket items like change of control contracts, contract cancellation costs, and professional fees. We expect to take a 2.02% all-in credit mark of County's loan portfolio, inclusive of the day two CECL reserve, which is fully included in our estimates. Finally, the other significant mark I'd highlight is the $11.8 million write-up against County's trust preferred securities and subordinated debt. This mark is based on the coupon rate versus our incremental borrowing rate, which will be amortized over the remaining life of each instrument. Finally, I'd like to address capital. From a tangible common equity perspective, we expect to be above 8% at the end of the year after both Mackinac and County close. I should note that the pro forma balance sheet includes nearly $1 billion of cash and equivalents, which weighs down the tangible common equity number. We expect some of that excess liquidity to continue to run down as our customers continue to deploy cash on their balance sheets. Let me turn it over to Tim Schneider for some remarks. Tim? Thanks, Phil. As Robert Atwell and Mike Daniels have shared, we are very excited about the opportunities our merger creates for our ag team specifically, but also others on our Investors Community Bank team. As the dairy industry has continued to consolidate, a larger organization will give us more runway with our dairy customers. Nicolet's strong and low-cost core deposit base will offer more opportunity for retained ag loans that County Bancorp, Inc. has historically participated. Nicolet has had a very strong reputation in the markets we compete in and have had tremendous respect for Robert Atwell and Mike Daniels and their teams and what they have created. I'm pleased to be asked to lead the ag division and get back to my roots of growing up on a dairy farm and being an ag banker for a number of years. Thank you, Tim. That concludes our prepared remarks, and we now welcome your questions at this time. Operator? We will now proceed to the question and answer session, to ask a question you may press star then one on your touchtone phone. If you are using the speakerphone please take your handset before pressing the key, if at any time your question has been addressed and you would like to withdraw your question please press star then two. At this time i will pause momentarily to assemble our roster. Our first question comes from Brendan Nosal with Piper Sandler. Please go ahead. Hey, good afternoon, everybody. How are you doing? Good, Brendan. How are you? Thanks. I guess just to start off here at a top level. Obviously between the deal, you'll have quite a larger presence in the ag business. I think you'll be the third-largest exposed public bank in the country just ranked by ag to total loans. I guess, one, why is this business so attractive to you now? Two, why is this the right time to get into ag lending in a more meaningful way? Sure. This is Mike. First of all, you don't always get to control the timing, right? When the phone rings, you answer the phone. The opportunity when the phone rang, we were somewhat surprised at the timing of it. When you look at Wisconsin and the economy and the underlying economics of the ag industry at 14.5% to a little under 12% being dairy, that's an accurate reflection of our market. The only way to, Bob mentioned that in his earlier comments, Brendan, was with County in place, it didn't make sense into trying to hire other ag lenders to try to go compete face-to-face with them because they're the lead local lead provider of ag in what is America's Dairyland. We didn't dictate the timing, but when the opportunity came through over the phone, we answered the call, and it fits. It makes sense. We've known Tim and the team for a long time. They're 25 miles south of us, 30 miles south of us, and it's why we bid at 4%. That 4% we've acquired in our deals. We really haven't originated it in our core franchise, either through Mid-Wisconsin or Baylake. Most of our legacy 4% portfolio came. It fits for where we are, where we live, and what we do, being the lead local community bank and the lead local ag bank for the market we serve. That's how we're here today. Brendan, if you don't mind, this is Bob. If you don't mind me adding. I think one of the attractive things about this situation is this is a team and a loan portfolio that has been through a textbook stress test. If you were sitting in 2014 and asking, "How would I best stress test this customer base?" You'd say, "Why don't I try milk prices of $14?" While it did affect the non-performing assets, their loan loss ratios really, I think, clearly show that this is the premium franchise that it is. This is a high-performance organization that's made a lot of money for their shareholders over 24, 25 years, and they've done it by banking the best farmers and doing a great job of helping them build their businesses. All right. Fantastic. That's super helpful color. Maybe 1 more, and then I'll step back. As you guys continue to grow, there are certainly a host of new issues that we need to think about as the bank gets larger. I guess with $7.5 billion in assets pro forma, the Durbin Amendment and the impact from crossing $10 billion starts to become part of the conversation because it's no longer that far away, right? I guess offer some early thoughts of what's getting you prepped for that, and if you're ready to quantify that potential impact. Well, I don't know that we have it quantified. We're very aware of it. We're paying attention to it. You could say there's a reason Phil Moore is our CFO right now. We're well aware of that, and one of the things we've done since we founded the bank 21 years ago was make sure that we always had our infrastructure in place before the growth came. We continue to remain committed to that, whether it be on the finance treasury side, whether it be on the credit side, whether it be on the compliance BSA side. We've worked hard to build and earn a tremendous amount of regulatory credibility over the years in how we do it. We're very aware of what we need to do as we approach that and additional investments in certain areas some of which we've already begun. There is no doubt. We look at M&A as a fifth revenue line, at the end of the day, we fully expect to run a high-performing community bank with a solid regulatory standing and not damage that regulatory credibility that we've worked so hard for over the years. We're well aware of what's out in front of the windshield and have begun the process to deal with this. All right, great. Thanks. Those are my questions. The next question comes from Terry McEvoy with Stephens. Please go ahead. Thanks. Good afternoon, everyone. Hi, Terry. Maybe if you could just talk about the balance sheet strategy over the next 2-4 quarters? Specifically just looking at the brokered CDs and the ability to run those down, and also County's wholesale funding. When will there be an opportunity to pay that off and just overall reduce your cost of deposits too? Yeah, that's a tremendous opportunity that exists in there. I don't know, Phil, if you have any of the granularity of that. We've already begun that process. As you know from that hedge we put on at the beginning of the pandemic, we've begun to unwind that as that ladder matures and runs off. County's well aware, and we'll be looking at doing the same thing. I would expect to see brokers continue to wind down and us be able to utilize that almost $1 billion worth of cash we're carrying around on our balance sheet which will, on an aggregate basis of all three deals combined, dramatically improve the cost of funds. As soon as we can get rid of it, we plan on it. We understand it's there. Some of it County did as a hedge, and that'll unwind. Our core deposit franchise is extremely solid, and I expect that we will continue to unwind our brokered position as they mature, and we'll see a continued improvement in our cost of funding. Phil, you want to add anything to that? Yeah. I think, and you mentioned that, Mike, the $135 million in the callable CDs is a sort of an early point that we will go to. There's another callable tranche of some debt in 2023 that we'll also have the ability to look into depending on where pricing sits at that point in time. I think that's on our plate. We have the ability to take it out because of our current liquidity position we have. It'll just be part of our normal management process as we integrate the franchise. Thank you for that. As a follow-up, we've already discussed 15% pro forma ag loan exposure, also I guess it's page 5 here, you talked about the ability to move a portfolio, a certain part of the $842 million of County servicing portfolio. I guess my question is, are there limits in terms of how large you'd like that portfolio to be on a relative basis, given the ability to bring over some of the servicing book? I think bringing over the servicing book, it's not so much the sold servicing stuff as it is the participations that County has chosen to sell on credit they've originated because of their 60% concentration level and to maintain that level. That's fairly laddered out. It's not like we can pull that back all at once. It'll happen as those notes mature and come up for renewal. As with anything, Terry, the slightly under 15%, it's all driven by the quality of the underlying loans, where we are in the cycle and things like that. We'll be looking at those opportunities as they present. They are out on the horizon. I think there's probably only over the next six months, about $80 million. Is that what we figured, Tim? That's true. About $80 million that we'll have the opportunity to look at. Much the same as the funding question relative to how we'll be able to dispose of that. Bringing assets back of that is an opportunity, but it's a little longer term in nature. Great. Thank you for taking my question. Hey, Terry, just wanted to mention here. Another piece that probably was maybe missed in a lot of the noise here is, as you know, these additional BMO bankers that we brought on recently have been really bringing in some nice books of business. Because of our concentration and liquidity challenges, we've been pushing a lot of that off balance sheet as well. There's going to be opportunity here in the near term to book a few more of those deals on our balance sheet. It's good quality stuff, and I think that'll help use up some of the excess liquidity that Nicolet is sitting on today as well. That's good to hear. Thank you, Tim, and everybody else. Thanks, Terry. The next question comes from Damon DelMonte with KBW. Please go ahead. Hey, good afternoon, guys. Hope everybody's doing well today. Hi, Damon. Hi. My first question, you guys made mention in there that you're probably going to issue some sub debt to help with the cash portion of the transaction. Just wondering if you had any color on that process at this point. Yeah. The entrance into the sub debt market. We have a lot of cash right now with the holding company where our earnings are strong. We probably could get by with doing it given the timing and the pricing of it and what we believe potentially could be opportunistic over the next few years, the time to enter the sub debt market. The County deal, nor the Mackinac deal are predicated on the sub debt raise. We would have the cash to close both of those. Given the overall landscape and the two deals and the earnings machine of the underlying operation, it just seemed like an appropriate time to also look at sub debt. The sub debt raise is around the M&A schedule, not driving the M&A schedule. Does that make sense? Okay. Yeah, it does. That's helpful. Thank you. Then as you look out over 2022, and there's, as you had mentioned, a lot of liquidity on the balance sheet. When the deal closes, you're around $7.5 billion in total assets. Where do you see the balance sheet by the end of 2022? Like a year after both of these transactions close. That's a really good question because if you'd have asked me that on a Nicolet standalone basis a year ago, I would've told you $7.5 billion. I think that's largely predicated on the environment and the market. One thing I can tell you, we will get both these deals integrated successfully and operate a high-performing community bank. Might additional opportunity present itself in 2022? Potentially, it appears so, but it's got to make sense. It's got to fit. It's like after we announced the Mackinac transaction, I think you and a couple of the other analysts that asked us, "Does that take us out of the game?" We said, "Well, it depends on the inbound opportunities as we can't control those and whether or not they fit in our footprint and make sense," which County obviously did and does. I think that would be the same. We're going to try to put our liquidity to work. Given what the Fed came out and said this week about potential rising rates, we're not looking to deploy that into things that'll be not so good a year from now. I think our balance sheet is going to be very well positioned. I think we'll have the liquidity if the Fed does execute a change in the yield curve, and we don't see our customers using that excess cash from. As you know, Nicolet on a standalone basis did over $500 million of PPP loans, and County did about $140 million, I want to say, and Mackinac did a little bit more than that. That's $800, $900 million of capital injected into our customer base that we're seeing sitting on our balance sheet that we're going to shepherd and pay attention and make sure we get these two deals closed and integrated. Got it. Great. Okay. That's all that I had. I appreciate the color. Pretty much everything else has been asked and answered. Thank you. All right, Damon DelMonte. As a reminder, if you have a question, please press star then one to be joined into the queue. The next question comes from Bryce Rowe with Hovde Group. Please go ahead. Thanks. Good afternoon, and congratulations on the transactions. Thanks, Bryce. Thank you. Wanted to maybe dive a little bit into the ag concentration. Definitely appreciate County's ability to generate ag loans. If you look at where you are on a pro forma basis around that 15% level, is that where you expect to run over time? Do you potentially see that concentration building even from the 15% level? Well, that's hard to say. It depends on the opportunity and the quality of the opportunities in both ag and our C&I portfolio. I do expect growth in both areas. As long as the quality's solid, I'm not going to be overly concerned if 14.5% is 16%, 18%. With that, it needs to be much the same as our C&I book, high quality, high-performing operations. Okay. That's fair, Mike. I want to ask about a couple more things here. Number one, you made mention in the prepared remarks about your customers using some cash on their own balance sheet. I was just curious if you're seeing some of those excess deposits start to maybe work their way off? Are customers starting to use those deposits, use that cash for working capital purposes or whatnot? A little bit. I think we touched on it in our individual quarterly calls with those of you that follow us. The resilience in our existing C&I portfolio, they've made money. As a result, if you look at our line of credit borrowings, they're not historically what they've averaged. While we're starting to see some expansion, either new lines being added, some of our manufacturing or plant expansions that are being done, we are seeing some of that cash be used, but they're also making money. They're making real money, and the asset quality picture, Nicolet standalone of under 7% classified to capital speaks to the resilience of that customer base. While we are seeing them try to invest that money, they continue to make money replacing it. We're hopeful we'll continue to see that. Yeah, to my earlier comment, a half a billion dollars of free injected into our customer base is a tough thing to have worked through. I think a lot of our customers it's important to understand the overall context they're operating in. It's a strange time that our C&I customers are generally not demand constrained. They're constrained on people and on supply chain issues and on transportation issues, which is slowing down the deployment of working capital if those issues weren't there. It's an interesting time, but the customer base is very healthy but managing a lot of turmoil, and we would love to see them be able to deploy their cash assets and start borrowing again more quickly, but they can't do what they can't do. Right. We think they might. All these commercial customers who became large fast followers are just in time being able to order their inventory and get it. They're finding that maybe that wasn't a problem until it became a problem, and it's a problem now. We're hoping that we'll see some of that cash get deployed into inventory so they don't have to slow their manufacturing processes or slow the production of their goods because they're waiting on something in the supply chain that they haven't been able to get that they used to just get on a just-in-time basis. Okay. Maybe shift to one more question here. You all made mention of the earnings accretion possibly being more meaningful than what you have laid out in the deck. Certainly appreciate what Tim and his team have talked about really for the last six to nine months in terms of seeing the credit improvement, and they certainly delivered almost to a T in terms of what they said would happen this year. My question is just around the potential for better earnings out of the County franchise. Is that driven by credit all by itself, or are there other aspects there that could help drive earnings above and beyond what is expected at this point? We talked about the ability to improve the cost of funds. Mike Daniels, inside your operation, you and Glenn are talking about your performance to date relative to what the analysts had, and it's not only credit quality driven. Largely credit quality driven, but not only. Bryce, you saw in our 8-K that we filed last night, we had some substantial improvement in credit quality that's going to drive possibly some sizable loan loss reserve reversals as well as non-accrual income, and we've got some more of that I think that could come through. On top of that, what I mentioned earlier is just the ability to keep a little bit more of that on our balance sheet, giving Nicolet excess liquidity, lower cost of funds, and make a little bit better spread than the 70 or 80 basis points that we historically have made with the participations that we sell through the Farm Credit System. I think all that hasn't been modelled in this at all, right? No. That's real. What that number is, I don't know. The wealth division that we don't have access to today from a referral perspective, I think is meaningful for our franchise as well. All right. That's great. I appreciate the perspective. This concludes our question and answer session. I would like to turn the conference back over to Robert Atwell for any closing remarks. We want to thank you for your attention. Just a few summary comments. I think this is best characterized as an in-market diversification of a well-seasoned team and portfolio in an industry that is core to the people and the places we currently serve. Also, I know that a 65% expansion of balance sheet, people question or want to see the actual execution. I just want to remind people that this is not the first time we acquired a 65% expansion of our balance sheet. We did that back in 2013 with the Mid-Wisconsin Bank acquisition. Thirdly, it's been said that the Investors Community Bank deal pairs very well with Mackinac from the standpoint of geographic extension and balance sheet composition. Really, lastly, and most importantly, I don't know anyone better at driving cultural and operational integration than our CEO, Mike Daniels. We always achieve our EPS accretion targets. We hit our cost takeouts, we do the things that we say we're going to do. Tim and his team are those kind of people also. It's little noted, though, that we also tend to increase market share in the markets that we acquire. Yes, we realize cost savings and EPS accretion, but in the process of doing that, we actually become more integral to the communities that we serve. Thank you very much. Thank you. Thanks, everybody. The conference has now concluded. Thank you for attending today's presentation. You may now disconnect.
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