UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a)
of the
Securities Exchange Act of 1934 (Amendment
No. )
Filed by the Registrant
x
Filed by a Party other than the Registrant
¨
Check the appropriate box:
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¨
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Preliminary
Proxy Statement
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¨
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Confidential,
for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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¨
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Definitive
Proxy Statement
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x
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Definitive
Additional Materials
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¨
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Soliciting
Material Pursuant to Rule 14a-11(c) or Rule 14a-12
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(Name of Registrant as Specified in Its
Charter)
Not Applicable
(Name of Person(s) Filing Proxy Statement,
if Other Than the Registrant)
Payment of filing fee (Check the appropriate box):
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¨
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Fee
computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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(1)
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Title of each class of securities to which transactions
applies:
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(2)
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Aggregate number of securities to which transaction
applies:
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(3)
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Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
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(4)
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Proposed maximum aggregate value of transaction:
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¨
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Fee
paid previously with preliminary materials.
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¨
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Check
box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration statement number, or the form or schedule and the date of
its filing.
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(1)
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Amount previously paid:
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(2)
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Form, Schedule or Registration Statement no.:
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SUPPLEMENTAL DISCLOSURES
On February 20, 2018,
Atlantic Coast Financial Corporation (Atlantic) filed with the Securities and Exchange Commission (the SEC) a definitive proxy
statement (the Definitive Proxy Statement), which was mailed on or about February 20, 2018, with respect to the special meeting
of Atlantic’s stockholders scheduled to be held on March 21, 2018 (the Special Meeting) to approve, among other things, the
Agreement and Plan of Merger, dated November 16, 2017 (the Merger Agreement), between Atlantic and Ameris Bancorp (Ameris), pursuant
to which Atlantic will merge with and into Ameris with Ameris as the surviving company subject to the terms and conditions contained
in the Merger Agreement, including the transactions provided for in the Merger Agreement.
On March 5, 2018, a
putative stockholder class action lawsuit relating to the merger was filed against Atlantic, the directors of Atlantic and Ameris
in United States District Court for the Middle District of Florida (the Court). The lawsuit is entitled
Paul Parshall v. Atlantic
Coast Financial Corporation, et al.
, Case No. 3:18-CV-00316-MMMH-JRK (the Lawsuit).
In the Lawsuit, the
plaintiff alleges that the Definitive Proxy Statement was misleading, as it omitted to disclose certain information about certain
management financial projections, anticipated synergies of the merger, and the fairness opinion provided by Hovde Group, LLC (Hovde).
Atlantic believes that
the Lawsuit is without merit and that no further disclosure is required to supplement the Definitive Proxy Statement under any
applicable rule, statute, regulation, or law. On March 8, 2018, in order to moot plaintiff’s disclosure claims, reduce the
expenses, burdens, and uncertainties inherent in litigation, the parties to the Lawsuit agreed that, in exchange for the plaintiff
agreeing to withdraw the Lawsuit and dismiss his claims with prejudice, Atlantic would make the supplemental disclosures to the
proxy statement/prospectus related to the Merger that was first mailed to stockholders of Atlantic on or about February 20, 2018
(the Definitive Proxy Statement) presented in this Current Report on Form 8-K. The agreement between the parties does not constitute
any admission by any of the defendants as to the merits of any claims. In addition, in connection with the mootness of the disclosure
claims, the parties contemplate that plaintiff’s counsel will seek an award of attorneys’ fees and expenses. The agreement
will not affect the amount of the merger consideration that Atlantic’s stockholders are entitled to receive in the proposed
merger or the timing of the Special Meeting.
Capitalized terms used
in this Current Report on Form 8-K, but not otherwise defined herein, have the meanings ascribed to those terms in the Definitive
Proxy Statement.
Atlantic has agreed
to make these supplemental disclosures to the Definitive Proxy Statement. These supplemental disclosures should be read in conjunction
with the Definitive Proxy Statement, which should be read in its entirety. Without admitting in any way that the disclosures below
are material or otherwise required by law, Atlantic makes the following amended and supplemental disclosures:
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1.
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The following disclosure supplement is added at the end of page 46 of the Definitive Proxy Statement,
which is under the heading “The Companies.”
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Certain Atlantic Financial Projections
Atlantic does not as
a matter of course make public projections as to future performance, earnings or other results due to, among other things, the
uncertainty underlying assumptions and estimates. However, Atlantic provided certain nonpublic, unaudited prospective financial
information to Hovde in its capacity as its financial advisor, including specific projections of Atlantic’s standalone financial
performance for fiscal years 2017 and 2018. Atlantic extrapolated those projections for fiscal years 2019 through 2022, assuming
an 8% annual asset growth rate and a slightly improving return on assets. Hovde relied on these management projections in performing
the discounted cash flow analysis described in the section titled “The Merger — Opinion of Atlantic’s Financial
Advisor” on pages 52 to 61. The financial projections that were considered by Atlantic’s board of directors in evaluating
the merger are summarized below. The financial projections do not give effect to the merger or any changes that may be implemented
as a result of the merger.
The financial projections
included in this proxy statement/prospectus have been prepared or reviewed by Atlantic’s management. Ameris did not participate
in the preparation of these financial projections. The financial projections summarized in this section were prepared solely for
internal use by Atlantic and Hovde and not with a view toward public disclosure or with a view toward complying with the guidelines
established by the American Institute of Certified Public Accountants for preparation and presentation of prospective financial
data, published guidelines of the SEC regarding forward-looking statements, or GAAP. The financial projections are forward-looking
statements.
Atlantic’s management
believes the forecasts were prepared in good faith and on a reasonable basis based on the best information available to Atlantic’s
management at the time of their preparation. The financial projections, however, are not actual results and should not be relied
upon as being indicative of actual future results. Neither Atlantic nor any of its affiliates, advisors, officers, directors, or
representatives gives any assurance, and they make no representation, that actual results will not differ from these financial
projections. Neither Dixon Hughes Goodman LLP, Atlantic’s independent registered public accounting firm, nor any other independent
registered public accounting firm, has examined, compiled, or performed any procedures with respect to these financial projections
and no independent registered public accounting firm expresses an opinion or any other form of assurance with respect thereto.
The summary of these financial projections is not being included in this proxy statement/prospectus to influence an Atlantic stockholder’s
decision whether to vote in favor of the merger proposal. Atlantic is providing these financial projections solely because portions
of them were used in Hovde’s financial analyses and considered by Atlantic’s board of directors in evaluating the merger.
Atlantic has made no representation to Ameris in the merger agreement or otherwise concerning the accuracy or reliability of these
financial projections.
The projections should
be viewed merely as financial possibilities based on the assumptions and estimates stated and not as a prediction of future performance.
The financial projections summarized below reflect various estimates and assumptions made by Atlantic, all of which are difficult
to predict and many of which are beyond Atlantic’s control, including among others, the following assumptions:
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·
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Interest
rates remaining static from September 31, 2017 through 2022
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·
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Income
tax rates remaining static from September 31, 2017 through 2022;
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·
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Atlantic’s
number of shares of common stock remaining static from September 31, 2017 through 2022; and
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·
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Atlantic
will not declare or pay any dividends in fiscal years 2017 through 2022.
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While presented with
numeric specificity, the assumptions upon which the financial projections were based necessarily involve judgments with respect
to, among other things, future economic and competitive conditions, which are difficult to predict accurately and many of which
are beyond Atlantic’s control. Important factors that may affect actual results include, but are not limited to, the items
described in the section titled “Cautionary Statement Regarding Forward-Looking Statements.”
The financial projections
for fiscal years 2017 and 2018 provided below were considered by Atlantic’s board of directors as of September 30, 2017,
and none of Atlantic or any of its affiliates, advisors or representatives undertakes any obligation, or intends (except as required
by law), to update or otherwise revise or reconcile the financial projections to reflect circumstances existing after such date
or to reflect the occurrence of future events even in the event that any or all of the assumptions underlying the financial projections
are shown to be in error.
The inclusion of the
financial projections in this proxy statement/prospectus should not be regarded as an indication that Atlantic, Hovde, Ameris or
anyone who received the financial projections then considered, or now considers, the financial projections to be material information
of Atlantic or a reliable prediction of future events, and the financial projections should not be relied upon as such. Atlantic
views the financial projections as nonmaterial because of the inherent risks and uncertainties associated with such long-range
financial forecasts. Atlantic stockholders are cautioned not to place undue reliance on the financial projections included in this
proxy statement/prospectus.
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Projected
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At and for the years ended
December 31,
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($ in thousands)
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2017
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2018
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Total assets
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$
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1,018,730
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$
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1,160,830
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Cash and due from banks
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5,278
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5,278
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Securities available for sale
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89,715
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107,115
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Loans, gross
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816,615
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921,615
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Allowance for loan losses
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8,855
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10,305
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Total deposits
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774,327
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889,127
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Non-interest bearing demand deposits
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69,088
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73,088
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Interest bearing demand deposits
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93,277
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101,277
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Net income
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5,189
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6,599
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Hovde’s net income
assumptions for fiscal years 2019 through 2022 were calculated using Atlantic’s extrapolation of the above, assuming an 8%
annual asset growth rate and a slightly improving return on assets.
This summary is not
a complete description of the analyses underlying Hovde’s fairness opinion or the presentation prepared by Hovde or considered
by Atlantic’s board of directors, but it summarizes only certain projections reviewed by Atlantic’s board of directors
and Hovde in connection with their review of the proposed transaction. The information and the summary of the analyses contained
elsewhere in this proxy statement/prospectus must be considered as a whole and selecting portions of the information and factors
considered, or focusing on the information presented above in tabular format, without considering all analyses and factors or the
full narrative description of the financial analyses, including the methodologies and assumptions underlying the analyses, could
create a misleading or incomplete view of the process underlying the analyses and opinion of Hovde.
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2.
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The following disclosure supplement is added as the third bullet point in the list beginning on page 50 of the Definitive
Proxy Statement, which is under the heading “Atlantic’s Reasons for the Merger and the Recommendation of the Atlantic
Board of Directors.”
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·
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the anticipated synergies of Atlantic
and Ameris which they expect to result from the merger include: (i) cost savings related to the closure of Atlantic branch offices
in close proximity to Ameris branch offices; (ii) increase in the amount of business obtained from current Atlantic customers due
to Ameris’s broader product and service offerings and larger salesforce; (iii) increased lending limits resulting from combined
capital levels; (iv) cost savings related to a reduction in aggregate marketing and advertising expenses due to the overlap of
Atlantic’s and Ameris’s market areas; and (v) increased attention from investors and potential acquirers or other strategic
partners due to the larger size of combined entity following completion of the merger.
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3.
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The following disclosure supplements and restates the final paragraph on page 52 of the Definitive Proxy Statement, which
is under the heading “Opinion of Atlantic’s Financial Advisor.”
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As part of its engagement,
Hovde has received from Atlantic and Atlantic Coast Bank a fairness opinion fee of $200,000 upon the delivery of the fairness opinion
to the board of directors of Atlantic. Additionally, Hovde will receive a completion fee that is contingent upon the consummation
of the merger. Based on the 0.17 exchange ratio and the closing price of Ameris common stock on the NASDAQ Global Select Market
on March 7, 2018, the value of the merger consideration was approximately $176.35 million in the aggregate. Therefore, the completion
fee would total 1.10% of the aggregate consideration, or $1.94 million. The $200,000 opinion fee will be credited in full towards
the portion of the completion fee which will become payable to Hovde, reducing the amount due at closing to $1.74 million.
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4.
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Tables 1 through 4, below, supplement
and restate the two tables on page 57 of the Definitive Proxy of the Definitive Proxy Statement, which is under the heading “Opinion
of Atlantic’s Financial Advisor - Market Approach
—
Comparable
Transactions.”
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5.
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Tables 5 through 7, below, supplement
and restate the first table on page 60 of the Definitive Proxy of the Definitive Proxy Statement, which is under the heading “Opinion
of Atlantic’s Financial Advisor - Market Approach
—
Ameris Comparable Companies Analysis.”
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6.
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The following disclosure supplements and restates the paragraph that begins on page 60 and ends
on page 61 of the Definitive Proxy Statement, which is under the heading “Opinion of Atlantic’s Financial Advisor -
Accretion/Dilution Analysis.”
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Transaction Assumptions
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·
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A per share purchase rice of $9.34 (based
on an exchange ratio of 0.17 shares of Ameris common stock for each share of Atlantic common stock and the closing price of Ameris
common stock of $46.75 as of November 13, 2017 and cash consideration of $1.39 per share);
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Total merger consideration value of $144,640,060
(based on 15,490,234 shares of Atlantic common stock outstanding with rights to receive merger consideration as of November 13,
2017);
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Merger consideration allocated as 85.1%
Ameris common stock and 14.9% cash (based on the closing price of Ameris common stock of $46.75 as of November 13, 2017 and the
exchange ratio of 0.17, per share cash consideration of $1.39 and 15,490,234 shares of Atlantic common stock outstanding and with
rights to receive merger consideration as of November 13, 2017);
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Atlantic’s and Ameris’s combined
estimated total transaction pre-tax expenses of $11.9 million (8.2% of the total merger consideration);
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Atlantic’s financial data as of
September 30, 2017 per SNL Financial;
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Atlantic’s earnings estimates for
2017 to 2020 as supplied by, and developed in consultation with, Atlantic’s management;
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Gross loans marked down $16.9 million
(2.12% of total loans, mark net of ALLL reversal of $8.4 million);
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Other real estate owned marked down $0.05
million (25.0% of total balance); securities marked down $0.35 million (0.75% of balance); and fixed assets marked down $1.4 million
(10.0% of net book value);
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Mark up on deposits of $0.5 million (0.08%
of balance) and mark up on FHLB advances of $4.3 million (2.85% of balance);
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55.0% cost savings on Atlantic’s
estimated forward noninterest pre-tax expense base of $25.6 million, with 65.0% of total realizable in 2018 and 100.0% realizable
thereafter;
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Ameris’s financial data as of September
30, 2016 per SNL Financial;
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Ameris’s earnings estimates for
2017 to 2019 per S&P Cap IQ mean of analyst estimates and earnings growth rate of 10.0% assumed for 2020;
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Transaction closing date of March 31,
2018;
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Opportunity cost of cash is 2.50%; and
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A core deposit intangible of 1.25% of
Atlantic’s core deposits; amortized over 10 years using the sum of the years’ digits methodology.
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Note: Hovde made assumptions
regarding purchase accounting adjustments, expenses, cost saves, and other acquisition adjustments based on discussions with Ameris
management to calculate the financial impact that the merger might have on certain projected financial results of Ameris.
RETENTION OF A PROXY SOLICITOR
On March 6, 2018, Atlantic
retained Regan & Associates, Inc. (Regan) to serve as a proxy solicitor on behalf of the Company, with respect to Atlantic
Special Meeting of Shareholders to be held on March 21, 2018 (Special Meeting). As compensation for Regan’s services, Atlantic
will pay Regan a fee of $12,000. If Atlantic’s shareholders do not approve, at the Special Meeting, the proposal to approve
the Agreement and Plan of Merger, dated November 16, 2017 (Merger Agreement), between Atlantic and Ameris Bancorp (Ameris), pursuant
to which Atlantic will merge with and into Ameris with Ameris as the surviving company subject to the terms and conditions contained
in the Merger Agreement, including the transactions provided for in the Merger Agreement, Regan’s fee will be reduced by
$6,000.
[Tables to follow this page]
TABLE 1 – COMPARABLE TRANSACTIONS – REGIONAL GROUP
(1)
Comparable Transaction Analysis – Regional
Group
Regional Banks with Assets between $500M and $1.5B,
LTM ROAA between 0.40% and 1.10% and NPAs / Assets greater than 1.00%
Select Transactions Announced since January 1, 2015
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Pricing (at announcement)
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Date
Announced
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Buyer Name
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ST
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Target Name
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ST
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Target
Assets
($000)
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Deal
Value
($M)
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Price/
Tg Book
(%)
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Price/
Adj
TBV
(2)
(%)
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Price/
LTM
EPS
(x)
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Premium/
Core
Deps
(%)
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06/15/17
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State Bank Financial Corporation
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GA
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AloStar Bank of Commerce
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AL
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944,223
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196.0
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101.4
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103.6
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17.2
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0.6
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12/13/16
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Southern National Bancorp of VA, Inc.
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VA
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Eastern Virginia Bankshares, Inc.
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VA
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1,314,896
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180.9
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154.6
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160.8
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21.9
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7.2
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10/24/16
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Access National Corporation
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VA
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Middleburg Financial Corporation
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VA
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1,335,002
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263.9
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200.7
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223.9
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32.5
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15.2
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06/22/16
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First Bancorp
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NC
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Carolina Bank Holdings, Inc.
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NC
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705,704
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97.3
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154.8
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161.0
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18.5
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6.6
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02/10/16
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Hampton Roads Bankshares, Inc.
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VA
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Xenith Bankshares, Inc.
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VA
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1,039,496
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105.4
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117.0
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118.4
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25.3
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2.8
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11/16/15
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BNC Bancorp
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NC
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High Point Bank Corporation
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NC
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796,370
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140.7
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147.7
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171.3
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25.9
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8.5
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10/01/15
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Ameris Bancorp
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GA
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Jacksonville Bancorp, Inc.
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FL
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501,856
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97.4
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161.3
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161.5
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27.4
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11.4
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07/23/15
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Private Investor – Gaylon Lawrence Jr.
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F&M Financial Corporation
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TN
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860,906
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84.9
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162.2
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147.3
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13.6
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6.6
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06/17/15
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Home BancShares, Inc.
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AR
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Florida Business BancGroup, Inc.
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FL
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519,579
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102.3
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189.8
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216.5
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24.2
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15.5
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05/27/15
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Valley National Bancorp
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NJ
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CNLBancshares, Inc.
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FL
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1,365,101
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206.3
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167.8
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176.4
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24.2
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8.0
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04/28/15
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Pinnacle Financial Partners, Inc.
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TN
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Magna Bank
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TN
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589,201
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82.5
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159.5
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165.3
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14.9
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8.4
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04/22/15
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United Community Banks, Inc.
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GA
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Palmetto Bancshares, Inc.
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SC
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1,173,222
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237.9
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172.7
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206.7
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23.5
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11.3
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04/07/15
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Pinnacle Financial Partners, Inc.
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TN
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CapitalMark Bank & Trust
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TN
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968,268
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186.5
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232.3
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237.1
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23.4
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16.1
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Min
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82.5
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101.4
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103.6
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13.6
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0.6
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Median
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140.7
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161.3
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165.3
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23.5
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8.4
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Max
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263.9
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232.3
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237.1
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32.5
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16.1
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(1)
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Regional
group consists of transactions where sellers were headquartered in AL, AR, FL, GA, MS,
NC, SC, TN, VA and WV.
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(2)
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Price
/ Adj. TBV equals the adjusted purchase price divided by core capital where: (a) Core
capital equals total tangible assets multiplied by 8%; (b) Excess capital equals total
tangible book value less core capital; and (c) Adjusted purchase Price equals the
total purchase price less excess capital (assumes dollar-for-dollar payment on excess
capital).
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Source: SNL Financial as of
November 13, 2017; Excludes transactions for which seller information is unavailable
TABLE 2 – PERFORMANCE COMPARISON – REGIONAL
GROUP
(1)
Performance Comparison Analysis – Regional
Group
Regional Banks with Assets between $500M and $1.5B,
LTM ROAA between 0.40% and 1.10% and NPAs / Assets greater than 1.00%
Select Transactions Announced since January 1, 2015
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Financial Performance
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|
Target Name
|
|
City
|
|
ST
|
|
Target
Assets
($000)
|
|
|
Tg. Equity/
Tg. Assets
(%)
|
|
|
Core
Deposits
(2)
(%)
|
|
|
LTM
ROAA
(%)
|
|
|
LTM
ROAE
(%)
|
|
|
Efficiency
Ratio
(%)
|
|
|
NPAs/
Assets
(3)
|
|
|
LLR/
NPLs
(%)
|
|
AloStar Bank of Commerce
|
|
Birmingham
|
|
AL
|
|
|
944,223
|
|
|
|
20.47
|
|
|
|
64.84
|
|
|
|
1.10
|
|
|
|
6.11
|
|
|
|
58.77
|
|
|
|
1.61
|
|
|
|
65.70
|
|
Eastern Virginia Bankshares, Inc.
|
|
Glen Allen
|
|
VA
|
|
|
1,314,896
|
|
|
|
9.02
|
|
|
|
87.76
|
|
|
|
0.65
|
|
|
|
6.37
|
|
|
|
76.72
|
|
|
|
1.59
|
|
|
|
54.18
|
|
Middleburg Financial Corporation
|
|
Middleburg
|
|
VA
|
|
|
1,335,002
|
|
|
|
9.42
|
|
|
|
83.43
|
|
|
|
0.59
|
|
|
|
6.14
|
|
|
|
71.10
|
|
|
|
1.76
|
|
|
|
58.67
|
|
Carolina Bank Holdings, Inc.
|
|
Greensboro
|
|
NC
|
|
|
705,704
|
|
|
|
8.88
|
|
|
|
87.06
|
|
|
|
0.75
|
|
|
|
8.54
|
|
|
|
75.10
|
|
|
|
2.86
|
|
|
|
38.27
|
|
Xenith Bankshares, Inc.
|
|
Richmond
|
|
VA
|
|
|
1,039,496
|
|
|
|
8.50
|
|
|
|
73.88
|
|
|
|
0.42
|
|
|
|
4.02
|
|
|
|
71.83
|
|
|
|
1.41
|
|
|
|
51.92
|
|
High Point Bank Corporation
|
|
High Point
|
|
NC
|
|
|
796,370
|
|
|
|
12.03
|
|
|
|
82.56
|
|
|
|
0.66
|
|
|
|
5.50
|
|
|
|
86.15
|
|
|
|
1.56
|
|
|
|
67.65
|
|
Jacksonville Bancorp, Inc.
|
|
Jacksonville
|
|
FL
|
|
|
501,856
|
|
|
|
8.10
|
|
|
|
77.17
|
|
|
|
0.72
|
|
|
|
9.57
|
|
|
|
80.90
|
|
|
|
3.34
|
|
|
|
101.09
|
|
F&M Financial Corporation
|
|
Clarksville
|
|
TN
|
|
|
860,906
|
|
|
|
8.46
|
|
|
|
71.49
|
|
|
|
0.68
|
|
|
|
7.97
|
|
|
|
79.05
|
|
|
|
2.54
|
|
|
|
27.63
|
|
Florida Business BancGroup, Inc.
|
|
Tampa
|
|
FL
|
|
|
519,579
|
|
|
|
13.34
|
|
|
|
73.67
|
|
|
|
0.78
|
|
|
|
6.29
|
|
|
|
73.98
|
|
|
|
2.47
|
|
|
|
36.16
|
|
CNLBancshares, Inc.
|
|
Orlando
|
|
FL
|
|
|
1,365,101
|
|
|
|
9.01
|
|
|
|
93.39
|
|
|
|
0.58
|
|
|
|
6.48
|
|
|
|
75.90
|
|
|
|
2.66
|
|
|
|
40.70
|
|
Magna Bank
|
|
Memphis
|
|
TN
|
|
|
589,201
|
|
|
|
11.89
|
|
|
|
81.10
|
|
|
|
0.98
|
|
|
|
7.96
|
|
|
|
72.90
|
|
|
|
1.74
|
|
|
|
69.98
|
|
Palmetto Bancshares, Inc.
|
|
Greenville
|
|
SC
|
|
|
1,173,222
|
|
|
|
11.59
|
|
|
|
93.44
|
|
|
|
0.91
|
|
|
|
7.64
|
|
|
|
70.50
|
|
|
|
2.59
|
|
|
|
52.46
|
|
CapitalMark Bank & Trust
|
|
Chattanooga
|
|
TN
|
|
|
968,268
|
|
|
|
10.18
|
|
|
|
78.65
|
|
|
|
0.88
|
|
|
|
8.59
|
|
|
|
57.93
|
|
|
|
1.02
|
|
|
|
114.39
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Median
|
|
|
|
|
944,223
|
|
|
|
9.42
|
|
|
|
81.10
|
|
|
|
0.72
|
|
|
|
6.48
|
|
|
|
73.98
|
|
|
|
1.76
|
|
|
|
54.18
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Seller
(4)
|
|
Jacksonville
|
|
FL
|
|
|
921,935
|
|
|
|
9.91
|
|
|
|
84.18
|
|
|
|
0.66
|
|
|
|
6.49
|
|
|
|
72.63
|
|
|
|
3.81
|
|
|
|
24.06
|
|
|
(1)
|
Regional
group consists of transactions where sellers were headquartered in AL, AR, FL, GA, MS,
NC, SC, TN, VA and WV.
|
|
(2)
|
Core
deposits exclude foreign deposits and time deposit accounts greater than $100,000.
|
|
(3)
|
Includes
restructured loans and leases.
|
|
(4)
|
Seller
financial data as of September 30, 2017.
|
Source: SNL Financial; Comparable merger targets’
financial data as of the most recent quarter end prior to announcement.
TABLE 3 – COMPARABLE TRANSACTIONS – NATIONWIDE
GROUP
Comparable Transaction Analysis – Nationwide
Group
Nationwide Banks with Assets between $500M and
$1.5B, LTM ROAA between 0.50% and 1.00% and NPAs / Assets greater than 1.50%
Select Transactions Announced since January 1,
2015
|
|
|
|
|
|
|
|
|
|
|
|
|
Pricing (at announcement)
|
|
Date
Announced
|
|
Buyer Name
|
|
ST
|
|
Target Name
|
|
ST
|
|
Target
Assets
($000)
|
|
|
Deal
Value
($M)
|
|
|
Price/
TBV
(%)
|
|
|
Price/
Adj
TBV
(1)
(%)
|
|
|
Price/
LTM
EPS
(x)
|
|
|
Premium/
Core
Deps
(%)
|
|
09/27/17
|
|
Old Line Bancshares, Inc.
|
|
MD
|
|
Bay Bancorp, Inc.
|
|
MD
|
|
|
645,940
|
|
|
|
127.6
|
|
|
|
189.6
|
|
|
|
216.7
|
|
|
|
39.3
|
|
|
|
12.6
|
|
12/14/16
|
|
Veritex Holdings, Inc.
|
|
TX
|
|
Sovereign Bancshares, Inc.
|
|
TX
|
|
|
1,098,589
|
|
|
|
176.5
|
|
|
|
188.1
|
|
|
|
194.1
|
|
|
|
21.6
|
|
|
|
17.2
|
|
12/13/16
|
|
Southern National Bancorp of VA, Inc.
|
|
VA
|
|
Eastern Virginia Bankshares, Inc.
|
|
VA
|
|
|
1,314,896
|
|
|
|
180.9
|
|
|
|
154.6
|
|
|
|
160.8
|
|
|
|
21.9
|
|
|
|
7.2
|
|
10/24/16
|
|
Access National Corporation
|
|
VA
|
|
Middleburg Financial Corporation
|
|
VA
|
|
|
1,335,002
|
|
|
|
263.9
|
|
|
|
200.7
|
|
|
|
223.9
|
|
|
|
32.5
|
|
|
|
15.2
|
|
10/11/16
|
|
Enterprise Financial Services Corp
|
|
MO
|
|
Jefferson County Bancshares, Inc.
|
|
MO
|
|
|
927,735
|
|
|
|
131.6
|
|
|
|
146.8
|
|
|
|
156.5
|
|
|
|
19.8
|
|
|
|
6.1
|
|
06/22/16
|
|
First Bancorp
|
|
NC
|
|
Carolina Bank Holdings, Inc.
|
|
NC
|
|
|
705,704
|
|
|
|
97.3
|
|
|
|
154.8
|
|
|
|
161.0
|
|
|
|
18.5
|
|
|
|
6.6
|
|
05/23/16
|
|
QCR Holdings, Inc.
|
|
IL
|
|
Community State Bank
|
|
IA
|
|
|
595,367
|
|
|
|
80.0
|
|
|
|
133.6
|
|
|
|
142.2
|
|
|
|
14.4
|
|
|
|
4.4
|
|
11/16/15
|
|
BNC Bancorp
|
|
NC
|
|
High Point Bank Corporation
|
|
NC
|
|
|
796,370
|
|
|
|
140.7
|
|
|
|
147.7
|
|
|
|
171.3
|
|
|
|
25.9
|
|
|
|
8.5
|
|
09/08/15
|
|
Nicolet Bankshares, Inc.
|
|
WI
|
|
Baylake Corp.
|
|
WI
|
|
|
980,580
|
|
|
|
142.7
|
|
|
|
143.8
|
|
|
|
155.4
|
|
|
|
15.2
|
|
|
|
6.4
|
|
07/23/15
|
|
Private investor – Gaylon Lawrence Jr.
|
|
|
|
F&M Financial Corporation
|
|
TN
|
|
|
860,906
|
|
|
|
84.9
|
|
|
|
162.2
|
|
|
|
147.3
|
|
|
|
13.6
|
|
|
|
6.6
|
|
06/17/15
|
|
Home BancShares, Inc.
|
|
AR
|
|
Florida Business BancGroup, Inc.
|
|
FL
|
|
|
519,579
|
|
|
|
102.3
|
|
|
|
189.8
|
|
|
|
216.5
|
|
|
|
24.2
|
|
|
|
15.5
|
|
05/27/15
|
|
Valley National Bancorp
|
|
NJ
|
|
CNLBancshares, Inc.
|
|
FL
|
|
|
1,365,101
|
|
|
|
206.3
|
|
|
|
167.8
|
|
|
|
176.4
|
|
|
|
24.2
|
|
|
|
8.0
|
|
04/28/15
|
|
Pinnacle Financial Partners, Inc.
|
|
TN
|
|
Magna Bank
|
|
TN
|
|
|
589,201
|
|
|
|
82.5
|
|
|
|
159.5
|
|
|
|
165.3
|
|
|
|
14.9
|
|
|
|
8.4
|
|
04/22/15
|
|
United Community Banks, Inc.
|
|
GA
|
|
Palmetto Bancshares, Inc.
|
|
SC
|
|
|
1,173,222
|
|
|
|
237.9
|
|
|
|
172.7
|
|
|
|
206.7
|
|
|
|
23.5
|
|
|
|
11.3
|
|
|
|
|
|
|
|
|
|
|
|
|
Min
|
|
|
|
80.0
|
|
|
|
133.6
|
|
|
|
142.2
|
|
|
|
13.6
|
|
|
|
4.4
|
|
|
|
|
|
|
|
|
|
|
|
|
Median
|
|
|
|
136.1
|
|
|
|
160.9
|
|
|
|
168.3
|
|
|
|
21.8
|
|
|
|
8.2
|
|
|
|
|
|
|
|
|
|
|
|
|
Max
|
|
|
|
263.9
|
|
|
|
200.7
|
|
|
|
223.9
|
|
|
|
39.3
|
|
|
|
17.2
|
|
|
(1)
|
Price
/ Adj. TBV equals the adjusted purchase price divided by core capital where: (a) Core capital equals total tangible assets multiplied
by 8%; (b) Excess capital equals total tangible book value less core capital; and (c) Adjusted purchase Price equals the total
purchase price less excess capital (assumes dollar-for-dollar payment on excess capital).
|
Source: SNL Financial as
of November 13, 2017; Excludes transactions for which seller information is unavailable
TABLE 4 – PERFORMANCE COMPARISON –
NATIONWIDE GROUP
Performance Comparison Analysis – Nationwide
Regional Group
Regional Banks with Assets between $500M and
$1.5B, LTM ROAA between 0.50% and 1.00% and NPAs / Assets greater than 1.50%
Select Transactions Announced since January 1,
2015
|
|
|
|
|
|
Financial Performance
|
|
Target Name
|
|
City
|
|
ST
|
|
Target
Assets
($000)
|
|
|
Tg. Equity/
Tg. Assets
(%)
|
|
|
Core
Deposits
(1)
(%)
|
|
|
LTM
ROAA
(%)
|
|
|
LTM
ROAE
(%)
|
|
|
Efficiency
Ratio
(%)
|
|
|
NPAs/
Assets
(2)
|
|
|
LLR/
NPLs
(%)
|
|
Bay Bancorp, Inc.
|
|
Columbia
|
|
MD
|
|
|
645,940
|
|
|
|
10.36
|
|
|
|
90.40
|
|
|
|
0.57
|
|
|
|
5.34
|
|
|
|
70.13
|
|
|
|
2.17
|
|
|
|
28.01
|
|
Sovereign Bancshares, Inc.
|
|
Dallas
|
|
TX
|
|
|
1,098,589
|
|
|
|
10.77
|
|
|
|
56.12
|
|
|
|
0.75
|
|
|
|
7.13
|
|
|
|
60.97
|
|
|
|
1.78
|
|
|
|
73.98
|
|
Eastern Virginia Bankshares, Inc.
|
|
Glen Allen
|
|
VA
|
|
|
1,314,896
|
|
|
|
9.02
|
|
|
|
87.76
|
|
|
|
0.65
|
|
|
|
6.37
|
|
|
|
76.72
|
|
|
|
1.59
|
|
|
|
54.18
|
|
Middleburg Financial Corporation
|
|
Middleburg
|
|
VA
|
|
|
1,335,002
|
|
|
|
9.42
|
|
|
|
83.43
|
|
|
|
0.59
|
|
|
|
6.14
|
|
|
|
71.10
|
|
|
|
1.76
|
|
|
|
58.67
|
|
Jefferson County Bancshares, Inc.
|
|
Festus
|
|
MO
|
|
|
927,735
|
|
|
|
10.51
|
|
|
|
90.20
|
|
|
|
0.73
|
|
|
|
6.60
|
|
|
|
64.39
|
|
|
|
2.90
|
|
|
|
40.03
|
|
Carolina Bank Holdings, Inc.
|
|
Greensboro
|
|
NC
|
|
|
705,704
|
|
|
|
8.88
|
|
|
|
87.06
|
|
|
|
0.75
|
|
|
|
8.54
|
|
|
|
75.10
|
|
|
|
2.86
|
|
|
|
38.27
|
|
Community State Bank
|
|
Ankeny
|
|
IA
|
|
|
595,367
|
|
|
|
10.14
|
|
|
|
95.63
|
|
|
|
0.95
|
|
|
|
8.67
|
|
|
|
68.48
|
|
|
|
1.75
|
|
|
|
83.38
|
|
High Point Bank Corporation
|
|
High Point
|
|
NC
|
|
|
796,370
|
|
|
|
12.03
|
|
|
|
82.56
|
|
|
|
0.66
|
|
|
|
5.50
|
|
|
|
86.15
|
|
|
|
1.56
|
|
|
|
67.65
|
|
Baylake Corp.
|
|
Sturgeon Bay
|
|
WI
|
|
|
980,580
|
|
|
|
10.39
|
|
|
|
93.84
|
|
|
|
0.94
|
|
|
|
8.84
|
|
|
|
66.27
|
|
|
|
1.59
|
|
|
|
60.04
|
|
F&M Financial Corporation
|
|
Clarksville
|
|
TN
|
|
|
860,906
|
|
|
|
8.46
|
|
|
|
71.49
|
|
|
|
0.68
|
|
|
|
7.97
|
|
|
|
79.05
|
|
|
|
2.54
|
|
|
|
27.63
|
|
Florida Business BancGroup, Inc.
|
|
Tampa
|
|
FL
|
|
|
519,579
|
|
|
|
13.34
|
|
|
|
73.67
|
|
|
|
0.78
|
|
|
|
6.29
|
|
|
|
73.98
|
|
|
|
2.47
|
|
|
|
36.16
|
|
CNLBancshares, Inc.
|
|
Orlando
|
|
FL
|
|
|
1,365,101
|
|
|
|
9.01
|
|
|
|
93.39
|
|
|
|
0.58
|
|
|
|
6.48
|
|
|
|
75.90
|
|
|
|
2.66
|
|
|
|
40.70
|
|
Magna Bank
|
|
Memphis
|
|
TN
|
|
|
589,201
|
|
|
|
11.89
|
|
|
|
81.10
|
|
|
|
0.98
|
|
|
|
7.96
|
|
|
|
72.90
|
|
|
|
1.74
|
|
|
|
69.98
|
|
Palmetto Bancshares, Inc.
|
|
Greenville
|
|
SC
|
|
|
1,173,222
|
|
|
|
11.59
|
|
|
|
93.44
|
|
|
|
0.91
|
|
|
|
7.64
|
|
|
|
70.50
|
|
|
|
2.59
|
|
|
|
52.46
|
|
|
|
Median
|
|
|
|
|
894,321
|
|
|
|
10.38
|
|
|
|
87.41
|
|
|
|
0.74
|
|
|
|
6.87
|
|
|
|
72.00
|
|
|
|
1.98
|
|
|
|
53.32
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Seller
(3)
|
|
Jacksonville
|
|
FL
|
|
|
921,935
|
|
|
|
9.91
|
|
|
|
84.18
|
|
|
|
0.66
|
|
|
|
6.49
|
|
|
|
72.63
|
|
|
|
3.81
|
|
|
|
24.06
|
|
|
(1)
|
Core
deposits exclude foreign deposits and time deposit accounts greater than $100,000.
|
|
(2)
|
Includes
restructured loans and leases.
|
|
(3)
|
Seller
financial data as of September 30, 2017.
|
Source: SNL Financial; Comparable merger targets’
financial data as of the most recent quarter end prior to announcement.
TABLE 5 – Buyer Comparable Public Peer
Group – Market Statistics
Buyer Comparable Public Peer Group
(1)
Market Data Summary
|
General Summary
|
|
Market Data
(2)
Stock Price/
|
|
|
Other Data
(2)
|
|
Institution
|
|
Ticker
|
|
ST
|
|
Total
Assets
($000s)
|
|
|
Market
Cap
($M)
|
|
|
Stock
Price
($)
|
|
|
TBV
(%)
|
|
|
LTM
EPS
(x)
|
|
|
‘17E EPS
(x)
|
|
|
’18 EPS
(x)
|
|
|
Prem/
Deps
(%)
|
|
|
Dividend
Yield
(%)
|
|
|
Avg
Daily
Volume
(3)
(Shares)
|
|
|
YTD
Price
(%)
|
|
|
2-Yr
Total
Return
(%)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
South State Corporation
|
|
SSB
|
|
SC
|
|
|
11,169,110
|
|
|
|
2,576.4
|
|
|
|
87.95
|
|
|
|
261.3
|
|
|
|
22.6
|
|
|
|
18.6
|
|
|
|
17.1
|
|
|
|
17.56
|
|
|
|
1.50
|
|
|
|
111,966
|
|
|
|
0.6
|
|
|
|
19.3
|
|
United Community Banks, Inc.
|
|
UCBI
|
|
GA
|
|
|
11,129,027
|
|
|
|
2,046.8
|
|
|
|
26.38
|
|
|
|
186.6
|
|
|
|
17.8
|
|
|
|
16.2
|
|
|
|
14.8
|
|
|
|
11.05
|
|
|
|
1.52
|
|
|
|
422,821
|
|
|
|
(10.9
|
)
|
|
|
31.7
|
|
Renasant Corporation
|
|
RNST
|
|
MS
|
|
|
10,323,687
|
|
|
|
2,005.4
|
|
|
|
40.66
|
|
|
|
229.3
|
|
|
|
18.6
|
|
|
|
16.8
|
|
|
|
15.3
|
|
|
|
13.93
|
|
|
|
1.77
|
|
|
|
200,617
|
|
|
|
(3.7
|
)
|
|
|
18.8
|
|
FCB Financial Holdings, Inc.
|
|
FCB
|
|
FL
|
|
|
10,229,332
|
|
|
|
2,033.5
|
|
|
|
46.40
|
|
|
|
189.5
|
|
|
|
15.7
|
|
|
|
16.2
|
|
|
|
14.5
|
|
|
|
11.88
|
|
|
|
-
|
|
|
|
268,474
|
|
|
|
(2.7
|
)
|
|
|
27.9
|
|
WesBanco, Inc.
|
|
WSBC
|
|
WV
|
|
|
9,918,277
|
|
|
|
1,713.8
|
|
|
|
38.92
|
|
|
|
213.1
|
|
|
|
16.6
|
|
|
|
16.1
|
|
|
|
14.6
|
|
|
|
12.81
|
|
|
|
2.67
|
|
|
|
112,062
|
|
|
|
(9.6
|
)
|
|
|
25.2
|
|
Simmons First National Corporation
|
|
SFNC
|
|
AR
|
|
|
9,535,370
|
|
|
|
2,553.7
|
|
|
|
55.55
|
|
|
|
216.5
|
|
|
|
17.6
|
|
|
|
16.8
|
|
|
|
13.7
|
|
|
|
23.58
|
|
|
|
1.80
|
|
|
|
169,747
|
|
|
|
(10.6
|
)
|
|
|
5.5
|
|
Union Bankshares Corporation
|
|
UBSH
|
|
VA
|
|
|
9,029,436
|
|
|
|
1,501.3
|
|
|
|
34.33
|
|
|
|
206.4
|
|
|
|
19.1
|
|
|
|
18.3
|
|
|
|
15.4
|
|
|
|
11.25
|
|
|
|
2.45
|
|
|
|
156,765
|
|
|
|
(3.9
|
)
|
|
|
38.3
|
|
TowneBank
|
|
TOWN
|
|
VA
|
|
|
8,614,794
|
|
|
|
2,032.1
|
|
|
|
32.45
|
|
|
|
248.1
|
|
|
|
21.3
|
|
|
|
20.5
|
|
|
|
17.8
|
|
|
|
18.53
|
|
|
|
1.73
|
|
|
|
172,866
|
|
|
|
(2.4
|
)
|
|
|
56.7
|
|
CenterState Bank Corporation
|
|
CSFL
|
|
FL
|
|
|
6,822,861
|
|
|
|
1,555.0
|
|
|
|
25.87
|
|
|
|
248.1
|
|
|
|
20.4
|
|
|
|
18.3
|
|
|
|
16.0
|
|
|
|
10.24
|
|
|
|
0.93
|
|
|
|
285,390
|
|
|
|
2.8
|
|
|
|
76.2
|
|
ServisFirst Bancshares, Inc.
|
|
SFBS
|
|
AL
|
|
|
6,712,103
|
|
|
|
2,115.5
|
|
|
|
39.93
|
|
|
|
367.9
|
|
|
|
22.9
|
|
|
|
22.6
|
|
|
|
19.6
|
|
|
|
26.58
|
|
|
|
0.50
|
|
|
|
183,157
|
|
|
|
6.7
|
|
|
|
75.6
|
|
Seacoast Banking Corporation of FL
|
|
SBCF
|
|
FL
|
|
|
5,340,299
|
|
|
|
1,094.0
|
|
|
|
24.55
|
|
|
|
224.1
|
|
|
|
25.1
|
|
|
|
19.6
|
|
|
|
15.4
|
|
|
|
15.01
|
|
|
|
0.00
|
|
|
|
278,799
|
|
|
|
11.3
|
|
|
|
64.2
|
|
State Bank Financial Corporation
|
|
STBZ
|
|
GA
|
|
|
5,148,483
|
|
|
|
1,107.8
|
|
|
|
28.41
|
|
|
|
202.8
|
|
|
|
21.2
|
|
|
|
18.7
|
|
|
|
15.4
|
|
|
|
13.24
|
|
|
|
1.97
|
|
|
|
109,957
|
|
|
|
5.8
|
|
|
|
37.5
|
|
First Bancorp
|
|
FBNC
|
|
NC
|
|
|
4,591,147
|
|
|
|
1,042.6
|
|
|
|
35.17
|
|
|
|
246.0
|
|
|
|
20.4
|
|
|
|
17.5
|
|
|
|
15.4
|
|
|
|
16.95
|
|
|
|
0.91
|
|
|
|
101,663
|
|
|
|
29.6
|
|
|
|
91.4
|
|
FB Financial Corporation
|
|
FBK
|
|
TN
|
|
|
4,581,943
|
|
|
|
1,193.0
|
|
|
|
39.08
|
|
|
|
283.3
|
|
|
|
26.6
|
|
|
|
19.2
|
|
|
|
16.3
|
|
|
|
20.76
|
|
|
|
-
|
|
|
|
78,030
|
|
|
|
50.6
|
|
|
|
-
|
|
Fidelity Southern Corporation
|
|
LION
|
|
GA
|
|
|
4,505,423
|
|
|
|
560.3
|
|
|
|
20.88
|
|
|
|
152.2
|
|
|
|
13.1
|
|
|
|
15.6
|
|
|
|
13.9
|
|
|
|
4.88
|
|
|
|
2.30
|
|
|
|
110,880
|
|
|
|
(11.8
|
)
|
|
|
1.3
|
|
City Holding Company
|
|
CHCO
|
|
WV
|
|
|
4,099,554
|
|
|
|
1,035.9
|
|
|
|
66.33
|
|
|
|
245.7
|
|
|
|
17.3
|
|
|
|
17.7
|
|
|
|
17.5
|
|
|
|
18.87
|
|
|
|
2.65
|
|
|
|
57,174
|
|
|
|
(1.9
|
)
|
|
|
46.2
|
|
Median
|
|
|
|
|
|
|
7,718,828
|
|
|
|
1,634.4
|
|
|
|
|
|
|
|
226.7
|
|
|
|
19.7
|
|
|
|
18.0
|
|
|
|
15.4
|
|
|
|
14.47
|
|
|
|
1.75
|
|
|
|
163,256
|
|
|
|
(2.1
|
)
|
|
|
37.5
|
|
Maximum
|
|
|
|
|
|
|
11,169,110
|
|
|
|
2,576.4
|
|
|
|
|
|
|
|
367.9
|
|
|
|
26.6
|
|
|
|
22.6
|
|
|
|
19.6
|
|
|
|
26.58
|
|
|
|
2.67
|
|
|
|
422,821
|
|
|
|
50.6
|
|
|
|
91.4
|
|
Minimum
|
|
|
|
|
|
|
4,099,554
|
|
|
|
560.3
|
|
|
|
|
|
|
|
152.2
|
|
|
|
13.1
|
|
|
|
15.6
|
|
|
|
13.7
|
|
|
|
4.88
|
|
|
|
0.00
|
|
|
|
57,174
|
|
|
|
(11.8
|
)
|
|
|
1.3
|
|
Buyer
|
|
|
|
GA
|
|
|
7,649,820
|
|
|
|
1,740.6
|
|
|
|
46.75
|
|
|
|
262.9
|
|
|
|
20.6
|
|
|
|
18.9
|
|
|
|
15.0
|
|
|
|
18.30
|
|
|
|
0.86
|
|
|
|
191,907
|
|
|
|
7.2
|
|
|
|
47.4
|
|
|
(1)
|
Comparable Public Peer Group
is based on publicly-traded banks headquartered in AL, AR, FL, GA, MS, NC, SC, TN, VA and WV with total assets of $4.0 billion
to $12.0 billion and LTM ROAA greater than 0.75%; List sorted by total assets
|
|
(2)
|
Market Data and Other Data
is as of 11/13/17
|
|
(3)
|
Avg
Daily Volume is based on LTM
|
Source:
SNL Financial
TABLE 6 – BUYER COMPARABLE PUBLIC PEER
GROUP – OPERATING CHARACTERISTICS
Buyer Comparable Public Peer Group
(1)
Financial Data Summary
|
General Summary
|
|
Performance Data
(2)
|
|
Institution
|
|
ST
|
|
Total
Assets
($000s)
|
|
|
ROAA
(%)
|
|
|
ROAE
(%)
|
|
|
Net Int.
Margin
(%)
|
|
|
Non II/
Revenue
(%)
|
|
|
Efficiency
Ratio
(%)
|
|
|
TCE
Ratio
(%)
|
|
|
Loans/
Deps
(%)
|
|
|
NPAs/
Assets
(%)
|
|
|
Reserves/
Loans
(%)
|
|
|
NCOs/
Loans
(%)
|
|
|
Trans
Deps/
Total
Deps
(%)
|
|
|
Loan
Grwth
Since
‘12
(%)
|
|
South State Corporation
|
|
SC
|
|
|
11,169,110
|
|
|
|
1.04
|
|
|
|
7.39
|
|
|
|
4.12
|
|
|
|
27.4
|
|
|
|
58.2
|
|
|
|
9.36
|
|
|
|
91.2
|
|
|
|
0.29
|
|
|
|
0.54
|
|
|
|
0.04
|
|
|
|
10.1
|
|
|
|
127.5
|
|
United Community Banks, Inc.
|
|
GA
|
|
|
11,129,027
|
|
|
|
1.00
|
|
|
|
9.52
|
|
|
|
3.45
|
|
|
|
21.2
|
|
|
|
55.7
|
|
|
|
9.48
|
|
|
|
78.9
|
|
|
|
0.77
|
|
|
|
0.81
|
|
|
|
0.09
|
|
|
|
7.2
|
|
|
|
73.7
|
|
Renasant Corporation
|
|
MS
|
|
|
10,323,687
|
|
|
|
1.09
|
|
|
|
7.70
|
|
|
|
4.15
|
|
|
|
28.8
|
|
|
|
59.8
|
|
|
|
9.03
|
|
|
|
91.7
|
|
|
|
0.45
|
|
|
|
0.58
|
|
|
|
0.13
|
|
|
|
26.0
|
|
|
|
171.8
|
|
FCB Financial Holdings, Inc.
|
|
FL
|
|
|
10,229,332
|
|
|
|
1.43
|
|
|
|
12.73
|
|
|
|
3.30
|
|
|
|
9.3
|
|
|
|
42.7
|
|
|
|
10.56
|
|
|
|
92.5
|
|
|
|
0.37
|
|
|
|
0.59
|
|
|
|
0.01
|
|
|
|
35.1
|
|
|
|
456.3
|
|
WesBanco, Inc.
|
|
WV
|
|
|
9,918,277
|
|
|
|
1.05
|
|
|
|
7.50
|
|
|
|
3.44
|
|
|
|
23.1
|
|
|
|
56.0
|
|
|
|
8.62
|
|
|
|
89.7
|
|
|
|
0.48
|
|
|
|
0.71
|
|
|
|
0.11
|
|
|
|
49.5
|
|
|
|
73.8
|
|
Simmons First National Corporation
|
|
AR
|
|
|
9,535,370
|
|
|
|
1.16
|
|
|
|
8.44
|
|
|
|
4.02
|
|
|
|
30.4
|
|
|
|
58.1
|
|
|
|
9.08
|
|
|
|
86.1
|
|
|
|
1.25
|
|
|
|
0.68
|
|
|
|
0.22
|
|
|
|
9.7
|
|
|
|
226.8
|
|
Union Bankshares Corporation
|
|
VA
|
|
|
9,029,436
|
|
|
|
0.91
|
|
|
|
7.70
|
|
|
|
3.66
|
|
|
|
20.6
|
|
|
|
61.6
|
|
|
|
8.34
|
|
|
|
100.2
|
|
|
|
0.50
|
|
|
|
0.54
|
|
|
|
0.13
|
|
|
|
49.2
|
|
|
|
122.4
|
|
TowneBank
|
|
VA
|
|
|
8,614,794
|
|
|
|
1.21
|
|
|
|
8.97
|
|
|
|
3.55
|
|
|
|
41.7
|
|
|
|
64.2
|
|
|
|
9.86
|
|
|
|
90.3
|
|
|
|
0.65
|
|
|
|
0.71
|
|
|
|
0.04
|
|
|
|
0.0
|
|
|
|
86.4
|
|
CenterState Bank Corporation
|
|
FL
|
|
|
6,822,861
|
|
|
|
1.19
|
|
|
|
9.61
|
|
|
|
4.28
|
|
|
|
23.0
|
|
|
|
54.5
|
|
|
|
9.58
|
|
|
|
86.3
|
|
|
|
0.54
|
|
|
|
0.68
|
|
|
|
(0.00
|
)
|
|
|
53.7
|
|
|
|
230.2
|
|
ServisFirst Bancshares, Inc.
|
|
AL
|
|
|
6,712,103
|
|
|
|
1.49
|
|
|
|
17.12
|
|
|
|
3.59
|
|
|
|
8.0
|
|
|
|
36.5
|
|
|
|
8.58
|
|
|
|
97.1
|
|
|
|
0.43
|
|
|
|
1.04
|
|
|
|
0.17
|
|
|
|
38.4
|
|
|
|
136.0
|
|
Seacoast Banking Corporation of FL
|
|
FL
|
|
|
5,340,299
|
|
|
|
0.83
|
|
|
|
7.88
|
|
|
|
3.70
|
|
|
|
20.2
|
|
|
|
61.2
|
|
|
|
9.13
|
|
|
|
82.3
|
|
|
|
0.71
|
|
|
|
0.77
|
|
|
|
0.02
|
|
|
|
9.9
|
|
|
|
173.2
|
|
State Bank Financial Corporation
|
|
GA
|
|
|
5,148,483
|
|
|
|
1.27
|
|
|
|
8.44
|
|
|
|
4.60
|
|
|
|
18.5
|
|
|
|
57.1
|
|
|
|
10.81
|
|
|
|
84.2
|
|
|
|
0.24
|
|
|
|
0.74
|
|
|
|
0.14
|
|
|
|
42.4
|
|
|
|
157.6
|
|
First Bancorp
|
|
NC
|
|
|
4,591,147
|
|
|
|
0.98
|
|
|
|
8.86
|
|
|
|
4.07
|
|
|
|
23.2
|
|
|
|
62.8
|
|
|
|
7.98
|
|
|
|
93.9
|
|
|
|
1.16
|
|
|
|
0.71
|
|
|
|
(0.03
|
)
|
|
|
28.4
|
|
|
|
44.5
|
|
FB Financial Corporation
|
|
TN
|
|
|
4,581,943
|
|
|
|
1.12
|
|
|
|
9.59
|
|
|
|
4.29
|
|
|
|
50.3
|
|
|
|
71.0
|
|
|
|
9.50
|
|
|
|
83.8
|
|
|
|
0.56
|
|
|
|
0.66
|
|
|
|
(0.11
|
)
|
|
|
48.2
|
|
|
|
175.9
|
|
Fidelity Southern Corporation
|
|
GA
|
|
|
4,505,423
|
|
|
|
0.95
|
|
|
|
11.55
|
|
|
|
3.21
|
|
|
|
53.4
|
|
|
|
74.1
|
|
|
|
8.35
|
|
|
|
86.6
|
|
|
|
1.19
|
|
|
|
0.82
|
|
|
|
0.15
|
|
|
|
40.1
|
|
|
|
81.7
|
|
City Holding Company
|
|
WV
|
|
|
4,099,554
|
|
|
|
1.47
|
|
|
|
12.46
|
|
|
|
3.45
|
|
|
|
31.6
|
|
|
|
52.0
|
|
|
|
10.49
|
|
|
|
95.4
|
|
|
|
1.14
|
|
|
|
0.63
|
|
|
|
0.13
|
|
|
|
12.9
|
|
|
|
45.1
|
|
Median
|
|
|
|
|
7,718,828
|
|
|
|
1.10
|
|
|
|
8.91
|
|
|
|
3.68
|
|
|
|
23.1
|
|
|
|
58.2
|
|
|
|
9.24
|
|
|
|
90.0
|
|
|
|
0.55
|
|
|
|
0.70
|
|
|
|
0.10
|
|
|
|
31.7
|
|
|
|
131.7
|
|
Maximum
|
|
|
|
|
11,169,110
|
|
|
|
1.49
|
|
|
|
17.12
|
|
|
|
4.60
|
|
|
|
53.4
|
|
|
|
74.1
|
|
|
|
10.81
|
|
|
|
100.2
|
|
|
|
1.25
|
|
|
|
1.04
|
|
|
|
0.22
|
|
|
|
53.7
|
|
|
|
456.3
|
|
Minimum
|
|
|
|
|
4,099,554
|
|
|
|
0.83
|
|
|
|
7.39
|
|
|
|
3.21
|
|
|
|
8.0
|
|
|
|
36.5
|
|
|
|
7.98
|
|
|
|
78.9
|
|
|
|
0.24
|
|
|
|
0.54
|
|
|
|
(0.11
|
)
|
|
|
0.0
|
|
|
|
44.5
|
|
Buyer
|
|
GA
|
|
|
7,649,820
|
|
|
|
1.18
|
|
|
|
11.31
|
|
|
|
3.95
|
|
|
|
29.8
|
|
|
|
58.7
|
|
|
|
8.81
|
|
|
|
101.0
|
|
|
|
1.21
|
|
|
|
0.43
|
|
|
|
0.09
|
|
|
|
49.7
|
|
|
|
205.9
|
|
|
(1)
|
Comparable Public Peer Group
is based on publicly-traded banks headquartered in AL, AR, FL, GA, MS, NC, SC, TN, VA and WV with total assets of $4.0 billion
to $12.0 billion and LTM ROAA greater than 0.75%; List sorted by total assets
|
|
(2)
|
Performance Data is as of
September 30, 2017
|
Source:
SNL Financial
TABLE 7 – BUYER COMPARABLE PUBLIC PEER
GROUP – MISCELLANEOUS DATA
Buyer Comparable Public Peer Group
(1)
Miscellaneous Data
|
General Summary
|
|
Other Data
(2)
|
|
|
|
|
|
|
|
|
Analysts Guidance
|
|
|
|
|
|
Projected
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Institution
|
|
ST
|
|
Total
Assets
($000s)
|
|
|
Consensus
Rating
|
|
|
Price
Target
($)
|
|
|
# of
Analysts
|
|
|
Target Price
Vs. Current Pr
(%)
|
|
|
2-Yr EPS
Growth
(%)
|
|
|
Insider
Ownership
(%)
|
|
|
Institutional
Ownership
(%)
|
|
|
LTM Div.
Payout
Ratio
|
|
|
Wkly Vol/
Shrs Out
(%)
|
|
South State Corporation
|
|
SC
|
|
|
11,169,110
|
|
|
|
2.2
|
|
|
|
95.00
|
|
|
|
6
|
|
|
|
8.0
|
|
|
|
8.4
|
|
|
|
2.9
|
|
|
|
69.4
|
|
|
|
33.8
|
|
|
|
1.91
|
|
United Community Banks, Inc.
|
|
GA
|
|
|
11,129,027
|
|
|
|
1.8
|
|
|
|
31.00
|
|
|
|
6
|
|
|
|
17.5
|
|
|
|
8.2
|
|
|
|
6.5
|
|
|
|
85.4
|
|
|
|
18.9
|
|
|
|
2.72
|
|
Renasant Corporation
|
|
MS
|
|
|
10,323,687
|
|
|
|
2.8
|
|
|
|
45.00
|
|
|
|
5
|
|
|
|
10.7
|
|
|
|
3.7
|
|
|
|
4.4
|
|
|
|
62.7
|
|
|
|
32.9
|
|
|
|
2.03
|
|
FCB Financial Holdings, Inc.
|
|
FL
|
|
|
10,229,332
|
|
|
|
1.9
|
|
|
|
54.00
|
|
|
|
7
|
|
|
|
16.4
|
|
|
|
14.4
|
|
|
|
6.2
|
|
|
|
95.6
|
|
|
|
NM
|
|
|
|
3.06
|
|
WesBanco, Inc.
|
|
WV
|
|
|
9,918,277
|
|
|
|
2.3
|
|
|
|
42.00
|
|
|
|
6
|
|
|
|
7.9
|
|
|
|
4.0
|
|
|
|
4.3
|
|
|
|
59.9
|
|
|
|
43.6
|
|
|
|
1.27
|
|
Simmons First National Corporation
|
|
AR
|
|
|
9,535,370
|
|
|
|
2.5
|
|
|
|
65.00
|
|
|
|
4
|
|
|
|
17.0
|
|
|
|
8.6
|
|
|
|
3.2
|
|
|
|
40.9
|
|
|
|
31.3
|
|
|
|
1.85
|
|
Union Bankshares Corporation
|
|
VA
|
|
|
9,029,436
|
|
|
|
1.8
|
|
|
|
39.00
|
|
|
|
6
|
|
|
|
13.6
|
|
|
|
11.0
|
|
|
|
2.5
|
|
|
|
64.9
|
|
|
|
45.0
|
|
|
|
1.79
|
|
TowneBank
|
|
VA
|
|
|
8,614,794
|
|
|
|
3.0
|
|
|
|
33.00
|
|
|
|
3
|
|
|
|
1.7
|
|
|
|
10.2
|
|
|
|
10.6
|
|
|
|
41.4
|
|
|
|
35.5
|
|
|
|
1.38
|
|
CenterState Bank Corporation
|
|
FL
|
|
|
6,822,861
|
|
|
|
2.8
|
|
|
|
28.50
|
|
|
|
5
|
|
|
|
10.2
|
|
|
|
15.5
|
|
|
|
4.0
|
|
|
|
73.3
|
|
|
|
22.0
|
|
|
|
2.37
|
|
ServisFirst Bancshares, Inc.
|
|
AL
|
|
|
6,712,103
|
|
|
|
3.0
|
|
|
|
41.00
|
|
|
|
2
|
|
|
|
2.7
|
|
|
|
14.0
|
|
|
|
14.9
|
|
|
|
43.8
|
|
|
|
10.9
|
|
|
|
1.73
|
|
Seacoast Banking Corporation of FL
|
|
FL
|
|
|
5,340,299
|
|
|
|
1.6
|
|
|
|
27.00
|
|
|
|
5
|
|
|
|
10.0
|
|
|
|
12.0
|
|
|
|
7.0
|
|
|
|
78.0
|
|
|
|
NM
|
|
|
|
3.13
|
|
State Bank Financial Corporation
|
|
GA
|
|
|
5,148,483
|
|
|
|
1.8
|
|
|
|
32.00
|
|
|
|
5
|
|
|
|
12.6
|
|
|
|
7.2
|
|
|
|
5.2
|
|
|
|
79.9
|
|
|
|
41.8
|
|
|
|
1.41
|
|
First Bancorp
|
|
NC
|
|
|
4,591,147
|
|
|
|
2.0
|
|
|
|
38.50
|
|
|
|
5
|
|
|
|
9.5
|
|
|
|
8.6
|
|
|
|
2.8
|
|
|
|
55.0
|
|
|
|
18.6
|
|
|
|
1.71
|
|
FB Financial Corporation
|
|
TN
|
|
|
4,581,943
|
|
|
|
2.2
|
|
|
|
42.00
|
|
|
|
4
|
|
|
|
7.5
|
|
|
|
8.8
|
|
|
|
57.7
|
|
|
|
25.7
|
|
|
|
NM
|
|
|
|
1.28
|
|
Fidelity Southern Corporation
|
|
GA
|
|
|
4,505,423
|
|
|
|
2.2
|
|
|
|
24.50
|
|
|
|
4
|
|
|
|
17.3
|
|
|
|
19.2
|
|
|
|
19.5
|
|
|
|
68.9
|
|
|
|
30.0
|
|
|
|
2.07
|
|
City Holding Company
|
|
WV
|
|
|
4,099,554
|
|
|
|
3.0
|
|
|
|
69.50
|
|
|
|
4
|
|
|
|
4.8
|
|
|
|
6.0
|
|
|
|
3.9
|
|
|
|
63.3
|
|
|
|
45.6
|
|
|
|
1.83
|
|
Median
|
|
|
|
|
7,718,828
|
|
|
|
2.2
|
|
|
|
|
|
|
|
5
|
|
|
|
10.1
|
|
|
|
8.7
|
|
|
|
4.8
|
|
|
|
6418
|
|
|
|
32.9
|
|
|
|
1.84
|
|
Maximum
|
|
|
|
|
11,169,110
|
|
|
|
3.0
|
|
|
|
|
|
|
|
7
|
|
|
|
17.5
|
|
|
|
19.2
|
|
|
|
57.7
|
|
|
|
95.6
|
|
|
|
45.6
|
|
|
|
3.13
|
|
Minimum
|
|
|
|
|
4,099,554
|
|
|
|
1.6
|
|
|
|
|
|
|
|
2
|
|
|
|
1.7
|
|
|
|
3.7
|
|
|
|
2.5
|
|
|
|
25.7
|
|
|
|
10.9
|
|
|
|
1.27
|
|
Buyer
|
|
GA
|
|
|
7,649,820
|
|
|
|
2.2
|
|
|
|
52.00
|
|
|
|
5
|
|
|
|
11.2
|
|
|
|
16.0
|
|
|
|
4.1
|
|
|
|
85.0
|
|
|
|
17.6
|
|
|
|
2.58
|
|
|
(1)
|
Comparable Public Peer Group
is based on publicly-traded banks headquartered in AL, AR, FL, GA, MS, NC, SC, TN, VA and WV with total assets of $4.0 billion
to $12.0 billion and LTM ROAA greater than 0.75%; List sorted by total assets
|
|
(2)
|
Analyst ratings, guidance
and projected EPS growth are based on the median of analysts’ estimates from S&P Cap IQ (most recent available)
|
Source:
SNL Financial
Important Additional Information
This filing may be deemed to be solicitation
material in respect of the proposed acquisition of Atlantic by Ameris. In connection with the proposed merger transaction, Atlantic
filed with the SEC the Definitive Proxy Statement on February 18, 2018 and mailed the Definitive Proxy Statement to its stockholders
on or about February 20, 2018.
INVESTORS IN ATLANTIC ARE ENCOURAGED TO
READ THE DEFINITIVE PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED MERGER
OR INCORPORATED BY REFERENCE IN THE DEFINITIVE PROXY STATEMENT BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED MERGER.
Free
copies of the Definitive Proxy Statement and other filings that Atlantic has made with the SEC may be obtained at the SEC’s
website at http://www.sec.gov. In addition, investors may obtain a free copy of the Definitive Proxy Statement and other filings
that Atlantic has made with the SEC from Atlantic’s website at http://www.irinfo.com/acfc/
acfc.html
or by directing a request to
A
tlantic’s Assistant Corporate
Secretary at (904) 903-2683.
Participants in the Proxy Solicitation
Ameris and Atlantic, and certain of their
directors, executive officers and other members of management and employees may be deemed to be participants in the solicitation
of proxies from Atlantic’s stockholders in respect of the merger. Information regarding the directors and executive officers
of Ameris and Atlantic and other persons who may be deemed participants in the solicitation of Atlantic’s stockholders in
connection with the merger are set forth in the Definitive Proxy Statement and other relevant documents that may be filed with
the SEC. Information about Ameris’s directors and executive officers can also be found in Ameris’s definitive proxy
statement in connection with its 2017 annual meeting of shareholders, as filed with the SEC on April 3, 2017, and other documents
subsequently filed by Ameris with the SEC.
Cautionary Note Regarding Forward-Looking Statements
This Current Report contains “forward-looking
statements” as defined in the Private Securities Litigation Reform Act of 1995. In general, forward-looking statements usually
use words such as “may,” “believe,” “expect,” “anticipate,” “intend,”
“will,” “should,” “plan,” “estimate,” “predict,” “continue”
and “potential” or the negative of these terms or other comparable terminology, including statements related to the
expected timing of the closing of the merger, the expected returns and other benefits of the merger to stockholders, expected improvement
in operating efficiency resulting from the merger, estimated expense reductions resulting from the transactions and the timing
of achievement of such reductions, the impact on and timing of the recovery of the impact on tangible book value and the effect
of the merger on Ameris’s capital ratios after the merger. Forward-looking statements represent management’s beliefs,
based upon information available at the time the statements are made, with regard to the matters addressed; they are not guarantees
of future performance. Forward-looking statements are subject to numerous assumptions, risks and uncertainties that change over
time and could cause actual results or financial condition to differ materially from those expressed in or implied by such statements.
Factors that could cause or contribute
to such differences include, but are not limited to, the possibility that expected benefits may not materialize in the timeframes
expected or at all, or may be more costly to achieve; that the merger may not be timely completed, if at all; that prior to completion
of the merger or thereafter, the parties’ respective businesses may not perform as expected due to transaction-related uncertainties
or other factors; that the parties are unable to implement successful integration strategies; that the required regulatory, stockholder
or other closing conditions are not satisfied in a timely manner, or at all; reputational risks and the reaction of the parties’
customers to the merger; diversion of management time to merger-related issues; and other factors and risk influences contained
in the cautionary language included in Atlantic’s 2017 Form 10-K under Item 1A. “Risk Factors” and under Part
II. Item 1A. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and other
documents subsequently filed by Atlantic with the SEC. Consequently, no forward-looking statement can be guaranteed. Neither Ameris
nor Atlantic undertakes any obligation to update or revise any forward-looking statements, whether as a result of new information,
future events or otherwise. For any forward-looking statements made in this Current Report on Form 8-K, the exhibits hereto or
any related documents, Ameris and Atlantic claim protection of the safe harbor for forward-looking statements contained in the
Private Securities Litigation Reform Act of 1995.
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