CenterState Bank Corporation ("CenterState" or the "Company") and National Commerce Corporation ("National Commerce"), jointly announced the signing of a definitive agreement pursuant to which National Commerce will merge with and into CenterState in an all-stock transaction. This combination of two high-performing banks will create a leading Southeastern regional bank, with branches in Florida, Georgia and Alabama. As of September 30, 2018 and excluding purchase accounting, the combined company has pro forma total assets of $16.4 billion, gross loans of $11.5 billion, deposits of $12.8 billion and a market capitalization of approximately $3.2 billion. Over 75% of the pro forma deposit base will be in Florida.
Upon completion of the merger, Richard Murray, IV, Chairman and Chief Executive Officer of National Commerce, will join CenterState as Chief Executive Officer of the Company's wholly-owned bank subsidiary, CenterState Bank, N.A., and William E. Matthews, V, President and Chief Financial Officer of National Commerce, will join CenterState as Chief Financial Officer of both the bank and the holding company.
"We have enjoyed a nineteen year business relationship with Richard, Will and other members of the National Commerce team that confirms our cultural alignment," said John Corbett, President & Chief Executive Officer of CenterState. "This partnership not only strengthens our management team, but it also deepens our franchise in our core markets of Orlando, Tampa, Jacksonville, and Atlanta. We are also excited to welcome a seasoned team of Alabama bankers with a proven record of success."
"For years, we have had great respect and admiration for CenterState and we are thrilled to play an important role in helping build upon our common culture and values," noted Richard Murray. "This partnership enables National Commerce stockholders to benefit from accelerating growth and capitalizing on opportunities in our markets. By joining up and joining in with the CenterState team, together we will realize benefits it would have taken us years to accomplish independently."
Subject to the terms of the merger agreement, National Commerce stockholders will receive 1.65 shares of CSFL common stock for each outstanding share of National Commerce common stock. Each outstanding option to purchase shares of National Commerce common stock will be assumed by CenterState and become an option to purchase shares of CenterState common stock, with the exercise price and number of shares underlying the option adjusted to reflect the exchange ratio of 1.65. Based on CSFL's stock price of $24.25 as of November 23, 2018, this equates to a per share value of $40.01 and an aggregate transaction value of $850.4 million. Additionally, three National Commerce directors will join both the Company board and the CenterState Bank board and one additional director will join the CenterState Bank board.
The transaction is expected to result in mid-single-digit EPS accretion on a fully phased in basis and limited tangible book value dilution, expected to be earned back in approximately two years.
The merger agreement has been unanimously approved by the board of directors of each of National Commerce and CenterState. Completion of the merger is subject to customary closing conditions, including receipt of required regulatory approvals and the approval by the stockholders of both National Commerce and CenterState. The transaction is expected to close in the 2nd quarter of 2019.
About CenterState
CenterState operates as one of the largest community bank franchises headquartered in the state of Florida. Both the Company and its nationally chartered bank subsidiary are based in Winter Haven, Florida, between Orlando and Tampa. With over $12 billion in assets, the Bank provides traditional retail, commercial, mortgage, wealth management and SBA services throughout its Florida, Georgia, and Alabama branch network and customer relationships in neighboring states. The Bank also has a national footprint, serving clients coast to coast through its correspondent banking division.
About National Commerce Corporation
National Commerce Corporation, a Delaware corporation, is a financial holding company headquartered in Birmingham, Alabama. Its wholly-owned subsidiary, National Bank of Commerce, provides a broad array of financial services for commercial and consumer customers through seven full-service banking offices in Alabama, twenty-five full-service banking offices in Florida and five full-service banking offices in the Atlanta, Georgia metro area. National Bank of Commerce conducts business under a number of trade names unique to its local markets, including United Legacy Bank, Reunion Bank of Florida, Private Bank of Buckhead, Private Bank of Decatur, PrivatePlus Mortgage, Patriot Bank, FirstAtlantic Bank, Premier Community Bank of Florida and First Landmark Bank. Additionally, National Bank of Commerce owns a majority stake in Corporate Billing, LLC, a transaction-based finance company headquartered in Decatur, Alabama that provides factoring, invoicing, collection and accounts receivable management services to transportation companies and automotive parts and service providers throughout the United States and parts of Canada.
