JONESBORO, Ga. & HINESVILLE, Ga. & ALPHARETTA, Ga.--(BUSINESS WIRE)--
CCF Holding Company (OTCQX: CCFH) (“CCF”), Heritage Bancorporation, Inc.
(“HBI”) and Providence Bank (“Providence”) jointly announced today the
signing of a definitive agreement pursuant to which HBI will merge with
and into CCF and a wholly-owned subsidiary of CCF will merge with and
into Providence in an all-stock transaction. Following the closing of
this transaction, Providence and the subsidiary banks of each of CCF and
HBI will each be a wholly-owned subsidiary of CCF. The banks will
maintain their existing names, executive management teams and boards of
directors. This combination of three community banks under one holding
company will create a growth-oriented banking franchise, with branches
in Georgia and northeast Florida. As of September 30, 2018 and excluding
purchase accounting, the consolidated holding company has pro forma
total assets of approximately $1.1 billion, gross loans of approximately
$793 million, and deposits of approximately $978 million.
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Upon completion of the transaction, Leonard A. Moreland, President and
Chief Executive Officer of CCF, will continue as the Chief Executive
Officer of the surviving holding company, which plans to change its name
to Heritage Southeast Bancorporation, Inc. (“HSBI”). Brian Smith will
serve as President and Chief Operating Officer of HSBI, and Brad Serff
will serve as Executive Vice President of HSBI. Following the completion
of the transaction, the board of directors of HSBI will consist of
Kenneth R. Lehman, who is anticipated to serve as chairman, two
individuals designated by each of CCF, HBI and Providence, and two
additional independent directors, one of whom is anticipated to be John
Presley.
“We are very excited about the proposed business combination and the
opportunities this combination will create for our companies,” said
Moreland. “This partnership not only creates a dynamic and diverse
banking franchise to better serve the needs of our customers, but it
also creates value and optionality for our shareholders.”
“The combination of these three banks under a single holding company
will create a banking franchise with the scale, diversity of product
offerings and market presence to expand into new markets and customer
segments,” noted Brian Smith, President and Chief Executive Officer of
HBI. “Together we will realize benefits it would have taken us years to
accomplish independently.”
“The combined entity will offer diverse business lines, product
offerings, market dynamics and complementary balance sheets with a
shared ‘customer first’ corporate culture,” said Brad Serff, President
and Chief Executive Officer of Providence.
Subject to the terms of the business combination agreement, HBI
shareholders will receive 0.9504 shares of CCF common stock for each
outstanding share of HBI common stock and Providence shareholders will
receive 0.1225 shares of CCF common stock for each outstanding share of
Providence common stock. Each outstanding option to purchase shares of
HBI common stock or Providence common stock will be assumed by CCF and
become an option to purchase shares of CCF common stock, with the
exercise price and number of shares underlying the option adjusted to
reflect the respective exchange ratios. Based on CCF's closing stock
price of $25.51 as of December 19, 2018, this equates to a per share
value of $24.24 for HBI shareholders and $3.12 for Providence
shareholders and an aggregate transaction value of approximately $105
million. Based on the exchange ratios above, the current equityholders
of CCF will own approximately 44% of the consolidated entity, and the
current shareholders of HBI and Providence will own approximately 49%
and 7%, respectively.
The transaction is expected to offer shareholders several benefits of a
larger, more diversified and scalable company, including increased
liquidity in their shares, and the ability to provide capital
flexibility and efficiency for each bank subsidiary. Additionally, the
existing customer bases of each bank subsidiary will benefit from
increased product offerings and lending capacity, and will have access
to more resources.
The business combination agreement has been approved by the board of
directors of each of CCF, HBI and Providence. Completion of the
transaction is subject to customary closing conditions, including
receipt of required regulatory approvals and the approval by the
shareholders of each of CCF, HBI and Providence. The transaction is
expected to close in the 3rd quarter of 2019.
Sandler O’Neill + Partners, L.P. acted as an independent financial
advisor to the special committees of the boards of directors of each of
the parties in connection with the business combination and worked with
the companies to establish the relative ownership of each party’s
shareholders in HSBI. FIG Partners provided a fairness opinion and
Nelson Mullins Riley and Scarborough LLP served as legal counsel to CCF
in the transaction. The Burke Group, LLC provided a fairness opinion and
Bryan Cave Leighton Paisner LLP served as legal counsel to HBI in the
transaction. Hovde Group, LLC provided a fairness opinion and Bryan Cave
Leighton Paisner LLP served as legal counsel to Providence in the
transaction.
About CCF Holding Company
CCF serves as the holding company for Heritage Bank, a Georgia
state-charted bank headquartered in Jonesboro, GA in metropolitan
Atlanta’s Southern Crescent. With over $500 million in assets, the bank
provides a well-rounded offering of commercial and consumer products
through its six full-service offices. CCF’s stock is traded on the OTCQX
Best Market under the symbol “OTCQX: CCFH.” For additional information,
contact Leonard A. Moreland (CEO) or Mary Jo Jester (CFO) at
770-478-8881.
About Heritage Bancorporation, Inc.
HBI serves as the holding company for The Heritage Bank, a Georgia
state-charted bank headquartered in Hinesville, GA, which has offices
throughout Southeastern Georgia and Northeastern Florida. With over $530
million in assets, the bank is a low-cost core deposit franchise. For
additional information, contact Brian L. Smith (CEO) or Phil Resch (CFO)
at 1-800-624-6452.
About Providence Bank
Providence Bank is a Georgia state-charted bank headquartered in
Alpharetta, GA. With over $80 million in assets, the bank offers a wide
array of banking solutions that include consumer, commercial and real
estate loans and lines of credit as well as personal and business
deposit products. For additional information, contact Bradley P. Serff
(CEO) at 678-624-2265.
Forward Looking Statements:
This press release contains forward-looking statements. These
forward-looking statements include, but are not limited to, statements
about the benefits of the proposed business combination of CCF, HBI and
Providence, including future financial and operating results (including
the anticipated impact of each of the transactions on earnings and
tangible book value), statements related to the expected timing of the
completion of the business combination, the combined company's plans,
objectives, expectations and intentions, and other statements that are
not historical facts.Forward-looking statements may be
identified by terminology such as "may," "will," "should," "scheduled,"
"plans," "intends," "anticipates," "expects," "believes," estimates,"
"potential," or "continue" or negatives of such terms or other
comparable terminology.All forward-looking statements in this
press release, or in any other written or oral communication that
relates to the proposed combination of CCF, HBI and Providence or to
matters that may affect such proposed combination are subject to risks,
uncertainties and other factors that may cause the actual results,
performance or achievements of HSBI, or of CCF, HBI or Providence to
differ materially from any results expressed or implied by such
forward-looking statements. Such factors include, among others, (1) the
risk that the cost savings and any revenue synergies from the business
combination may not be realized or take longer than anticipated to be
realized, (2) disruption from the business combination with customers,
suppliers, employees or other business partners, (3) the occurrence of
any event, change or other circumstances that could give rise to the
termination of the business combination agreement, (4) the risk of
unsuccessful integration of HBI’s or Providence’s business into the
business of CCF, (5) the failure to obtain the necessary approvals by
the shareholders of CCF, HBI or Providence, (6) the amount of the costs,
fees, expenses and charges related to the business combination or any
subsequent mergers of the HSBI subsidiaries, (7) the ability by the
parties to obtain required governmental approvals of the business
combination agreement or of any subsequent mergers of the HSBI
subsidiaries, (8) reputational risk and the reaction of each company's
customers, suppliers, employees or other business partners to the
business combination, (9) the failure of the closing conditions in the
business combination agreement to be satisfied, or any unexpected delay
in closing the business combination, (10) the risk that the integration
of HBI’s or Providence’s operations into the operations of CCF will not
occur, will be materially delayed or will be more costly or difficult
than expected, (11) the possibility that the business combination will
be more expensive to complete than anticipated, including as a result of
unexpected factors or events, (12) the dilution caused by CCF’s issuance
of additional shares of its common stock in the transaction,
(13) general competitive, economic, political and market conditions.
Each of CCF, HBI and Providence disclaim any obligation to update or
revise any forward-looking statements contained in this communication
(which statements speak only as of the date hereof), or in any other
written or oral communication that relates to the proposed combination
of CCF, HBI and Providence or to matters that may affect such proposed
combination, whether as a result of new information, future events or
otherwise.
Additional Information About the Business Combination
CCF intends to file with the Secretary of State of Georgia, as the
Commissioner of Securities of the State of Georgia (the “GA Securities
Commissioner”), an application under Section 10-5-11(9) of the Georgia
Uniform Securities Act of 2008 requesting the issuance of an order on
the fairness of the terms and conditions of the proposed transaction. In
connection therewith, the shareholders of HBI and Providence will
receive notice of and be entitled to attend a hearing before the GA
Securities Commissioner. Following the hearing and the issuance of an
order by the GA Securities Commissioner, proxy statements containing the
order and other important information about the proposed transaction,
CCF, HBI and Providence will be mailed to the shareholders of CCF, HBI
and Providence. The shareholders of CCF, HBI and Providence are urged to
read their respective proxy statement, which will include the business
combination agreement, and other related documents (including any
amendments or supplements), carefully when they become available. For
additional information please visit www.hsbinc.org.
View source version on businesswire.com: https://www.businesswire.com/news/home/20181220005987/en/
CCF Holding Company
Leonard A. Moreland (CEO), 770-478-8881
Mary
Jo Jester (CFO), 770-478-8881
Heritage Bancorporation, Inc.
Brian L. Smith (CEO),
1-800-624-6452
Phil Resch (CFO), 1-800-624-6452
Providence Bank
Bradley P. Serff (CEO), 678-624-2265
Source: CCF Holding Company