Cadence Bank to Acquire FCB Financial Corp.

Merger Details - Cadence Bank has signed a definitive merger agreement with FCB Financial Corp, the bank holding company for First Chatham Bank, a Savannah-based community bank [1] - The merger will expand Cadence Bank's presence in the rapidly growing Savannah, Georgia market and coastal Georgia communities [2] - As of September 30, 2024, First Chatham Bank reported total assets of $590 million, total loans of$329 million, and total deposits of $510 million [2] - Cadence Bank will issue 2,300,000 shares of common stock plus$23.1 million in cash for all outstanding shares of FCB Financial Corp stock [3] - Based on Cadence's 10-day moving average price of $34.98 on January 21, 2025, the transaction is valued at approximately$103.6 million [3] Strategic Rationale - The merger aligns with Cadence Bank's culture as a relationship-driven regional bank and strengthens its ability to support individuals, families, and businesses in the region [4] - The partnership will enable First Chatham Bank to deepen its commitment to serving customers and communities in Savannah and Coastal Georgia with expanded capabilities and broader expertise [4] - Upon completion, First Chatham Bank President & CEO Ken Farrell will serve as Cadence Bank Division President - Southeast Georgia [4] Transaction Process - The merger has been unanimously approved by the boards of directors of both companies [5] - The transaction is anticipated to close during the third quarter of 2025, pending regulatory approval, FCB Financial Corp shareholder approval, and satisfaction of other customary closing conditions [5] - FCB Financial Corp was advised by Janney Montgomery Scott LLC as financial advisor and Alston & Bird, LLP as legal counsel [5] Company Overview - Cadence Bank is a leading regional banking franchise with approximately $50 billion in assets and over 350 branch locations across the South and Texas [7] - The bank provides a full range of innovative banking and financial solutions including consumer banking, commercial banking, wealth management, and specialized lending services [7] Additional Information - An investor presentation regarding the merger has been posted on Cadence's Investor Relations site and furnished as an exhibit to a Current Report on Form 8-K filed with the Federal Reserve [6] - Cadence Bank and FCB Financial Corp will deliver a proxy statement and related offering materials to FCB Financial Corp shareholders seeking approval of the merger [11]