Business

Carolina Alliance Bank and Forest Commercial Bank announce merger

By , Published: August 8, 2013

ASHEVILLE – Carolina Alliance Bank and Forest Commercial Bank jointly announced an agreement to merge and form a full-service community bank serving customers principally in upstate South Carolina and western North Carolina.

The combined bank will have three full-service offices located in Spartanburg, S.C., Asheville and Hendersonville; a loan production office in Charlotte; and a proposed branch office to be located in Seneca, SC. All of the offices will operate as Carolina Alliance Bank.

The bank will be headquartered in Spartanburg, SC, with senior management personnel operating from both Spartanburg and Asheville. On a combined basis, the bank will have approximately $385 million in assets, approximately $277 million in loans, approximately $314 million in deposits, and a very strong capital position of approximately $50 million. The transaction is expected to close in the first quarter of 2014, subject to receipt of regulatory approvals and the approval of the shareholders of each institution.

Under the terms of the merger agreement, shareholders of FCB will receive 0.755 newly issued shares of CAB in exchange for each outstanding FCB share. As a result of the transaction, FCB's shareholders are expected to own approximately 40% of the combined bank, and CAB's shareholders are expected to own approximately 60%. The transaction, net of one-time transaction costs, is expected to be accretive to earnings immediately. Cost savings of 8% to 10% of the combined bank's non-interest expenses are expected to be achieved.

John S. Poole will remain chief executive officer of Carolina Alliance Bank, and John D. Kimberly, president and chief executive officer of Forest Commercial Bank, will become president of the bank. R. Lamar Simpson, treasurer and chief financial officer of CAB, will retain his position. Terry Cash will remain chairman of CAB, and W. Louis ("Lou") Bissette, Jr., chairman of FCB, will become vice chairman of the bank. The board of CAB will be restructured, and initially will consist of 15 members: nine members from the existing CAB Board and six members from the existing FCB board, including the aforenamed individuals.

According to Poole, "Both Carolina Alliance and Forest Commercial are young, healthy, and growing banks. Merging these financially sound institutions seems to be such a natural fit. Both banks are committed to seasoned local bankers, making local decisions, and serving the local communities in which we operate. The core values which both Carolina Alliance and Forest Commercial share, will guide our operation as we grow throughout the markets we serve."

Kimberly noted "We are very excited about the growth opportunities created by what both parties consider to be a merger of equals. We have gotten to know each other over the past several years and often noted the similarities of the banks' financial statistics and operating philosophies. The merger creates a larger and stronger financial institution better able to compete in today's challenging environment, with a significantly higher lending limit, expanded product offerings, and the ability to generate efficiencies which should increase profitability." Kimberly then added, "Since there is no market overlap and since we both are growing, we anticipate little, if any, loss of personnel in either of the banks as a result of the merger."

According to Cash, "Both banks are merging from positions of strength, and the combined institution will be even stronger. Both banks have superior credit quality and high capital levels, which give the combined bank greater capacity to serve customers' needs and to expand in ways which may not have been feasible for the banks individually." Bissette commented on the value of the transaction for the banks' shareholders by saying that "The merger creates efficiencies and opportunities for earnings growth and this should produce greater per share value than either bank would achieve on a stand-alone basis. The merger also increases shares outstanding and market capitalization, creating additional liquidity in the banks' shares, which in my opinion is a tremendous benefit. This strategic merger particularly offers Forest Commercial the opportunity to gain the size and scale we've desired since our founding."

Carolina Alliance was advised in the transaction by FIG Partners, LLC as financial advisor and Nelson Mullins Riley & Scarborough LLP as legal counsel. Forest Commercial was advised by Banks Street Partners, LLC as financial advisor and Wyrick Robbins Yates & Ponton LLP as legal counsel.