FIG Partners Advised CCF Holding Company In Merger With Heritage Bancorporation, Inc. And Providence Bank

FIG Has Now Completed 117 M&A Transactions Totaling More Than
$7.9 Billion In Transaction Volume

CCF Holding Company (OTCQX: CCFH), (CCF) Heritage Bancorporation, Inc. (HBI) and Providence Bank (Providence) have announced the signing of a definitive merger agreement.

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.

Under terms of the 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.

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.

“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.”

FIG Partners provided a fairness opinion to CCF. The FIG team included Sloan Deerin, Principal; Matthew Veneri, Managing Principal and Co-Head of Investment Banking; and Brian Flaherty, Associate.

More information is available here.

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