Home BancShares, the parent company of Centennial Bank, said that its previously announced definitive agreement and plan of merger to acquire Stonegate Bank and its issuance of Home common stock to the shareholders of Stonegate in connection with the acquisition were approved by the shareholders of Stonegate and Home, respectively.
Pursuant to the terms of a previously announced definitive agreement and plan of merger, Stonegate will merge with and into Centennial effective at the close of business today, September 26, 2017.
As of June 30, 2017, Stonegate had approximately $3.13 billion in total assets, $2.44 billion in loans, and $2.62 billion in deposits. With the completion of the acquisition, the Company now operates 76 branches in Arkansas, 89 branches in Florida, six branches in South Alabama and one branch in New York City.
“The completion of the acquisition of Stonegate is a pivotal moment for Home and our Florida footprint; and is another example of our ability to make smart, strategic deals that are immediately accretive to diluted earnings per share, book value and tangible book value,” said John Allison, Chairman of Home.
“The combination of Home and Stonegate’s parallel strengths creates an outstanding financial institution with experienced local leadership and talented associates who are ready to serve our valued customers and communities throughout our business footprint. Like our previous mergers, the merger of Stonegate provides added shareholder value on day one while increasing our market share in Florida.”
Dave Seleski, Stonegate’s President & CEO, added, “Stonegate shareholders, employees and customers will benefit from the opportunities provided from these two very high performing franchises coming together. Our customers will gain access to an expanded range of products, backed by a proven history of strong financial performance, while continuing to experience the highest quality of customer service they have grown accustomed to.”
“Centennial Bank welcomes the customers and talented team of bankers of Stonegate and looks forward to the added value this merger will bring to our franchise in Florida,” said Tracy French, President and Chief Executive Officer of Centennial Bank. “It’s business as usual at all Home and Stonegate branches, with the immediate benefit of access to 89 branch locations across Florida for customers of both banks. We expect the integration of Stonegate to be very smooth as the Centennial and Stonegate conversion teams have been working closely together to prepare for the systems integration and conversion process since signing of the definitive agreement.”
Under the terms of the agreement, Home will issue approximately 30,864,029 shares of its common stock valued at approximately $742.3 million as of September 26, 2017, plus approximately $50.1 million in cash in exchange for all outstanding shares of Stonegate common stock.
In addition, the holders of outstanding stock options of Stonegate received approximately $27.6 million in cash in cancellation of their options immediately before the merger, for a total transaction value of approximately $820.0 million.
DD&F Consulting Group served as financial advisor and Mitchell, Williams, Selig, Gates & Woodyard, P.L.L.C. served as legal counsel to Home. Keefe, Bruyette & Woods, Inc. served as financial advisor and Squire Patton Boggs (US) LLP served as legal counsel to Stonegate. Also, RBC Capital Markets, LLC issued a fairness opinion to Home and Hovde Group, LLC issued a fairness opinion to Stonegate.