Carolina Financial Corporation (Nasdaq: CARO) (“Carolina
Financial”) and Carolina Trust BancShares, Inc. (Nasdaq: CART), the
parent company of Carolina Trust Bank (together, “Carolina Trust”)
jointly announced today the signing of a definitive merger
agreement.
Subject to the terms of the merger agreement,
Carolina Trust shareholders will receive 0.3000 shares of Carolina
Financial common stock, or $10.57 in cash for each share of
Carolina Trust’s common stock outstanding, subject to election and
proration such that the aggregate consideration will consist of 90
percent Carolina Financial stock and 10 percent cash. Based
on Carolina Financial Corporation’s closing stock price of $35.62
as of July 12, 2019, this equates to an aggregate deal value of
approximately $100.1 million.
Carolina Trust, which is headquartered in
Lincolnton, North Carolina, currently operates 11 banking locations
and a loan production office in and around the Charlotte – Concord
– Gastonia, NC-SC metropolitan statistical area. As of March
31, 2019, Carolina Trust reported assets of $621 million, gross
loans of $474 million and deposits of $523 million.
“This transaction allows for Carolina Financial
to deepen its market presence in North Carolina. Carolina Trust
represents the best opportunity for Carolina Financial to expand
our footprint in these markets and the merger will allow us to
execute on many of our publicly stated goals,” said Jerry Rexroad,
Chief Executive Officer of Carolina Financial. “We welcome the Team
Members at Carolina Trust to our organization. This
partnership is an excellent opportunity to create value for both
institutions.” Upon completion of the acquisition, the combined
company will have over $4.5 billion in assets, $3.1 billion in
loans and $3.3 billion in deposits. This transaction will
further solidify Carolina Financial’s position as one of the
largest Carolinas-based community banks.
Jerry Ocheltree, President and Chief Executive
Officer of Carolina Trust, will be named President of CresCom
Bank’s North Carolina Commercial Banking Operations. “We are
excited about partnering with a high-performing company that shares
our community banking culture and values like Carolina Financial.
We find the strategic fit of the two organizations compelling,
especially for our customers that will benefit from the broader
array of products and services,” commented Jerry Ocheltree.
“We will leverage the new resources and products available to
us through CresCom Bank and are attracted to the opportunity to
operate in our current markets with a significantly larger
scale.”
The merger agreement has been unanimously
approved by the boards of directors of each company. The
transaction is expected to close in the first quarter of 2020 and
is subject to customary conditions, including regulatory approval
and Carolina Trust shareholder approval. Upon completion of
the transaction, Mr. Johnathan Rhyne, Carolina Trust’s current
Chairman of the Board, will be appointed to the Carolina Financial
and CresCom Bank boards of directors.
Sandler O’Neill & Partners, LP served as
financial advisor and Nelson Mullins Riley & Scarborough LLP
provided legal counsel to Carolina Financial. Raymond James
served as financial advisor and Wyrick Robbins Yates & Ponton
LLP served as legal counsel to Carolina Trust.
Conference Call
A conference call will be held at 11:00 a.m.,
Eastern Time on July 15, 2019. The conference call can be
accessed by dialing (866) 464-9448 or (213) 660-0874 and requesting
the Carolina Financial Corporation earnings call. The
conference ID number is 3979326. Listeners should dial in 10
minutes prior to the start of the call. The live webcast and
presentation slides will be available on www.haveanicebank.com
under Investor Relations.
A replay of the webcast will be available on
www.haveanicebank.com under Investor Relations, News and Market
Information and Presentations approximately three hours after the
call and can be accessed by dialing (855) 859-2056 or (404)
537-3406 and requesting conference number 3979326.
About Carolina Financial
Corporation
Carolina Financial Corporation (NASDAQ: CARO) is
the holding company of CresCom Bank, which also owns and
operates Atlanta-based Crescent Mortgage Company.
As of March 31, 2019, Carolina Financial
Corporation had approximately $3.8 billion in total
assets and Crescent Mortgage Company was approved to
originate loans in 48 states, partnering with community banks,
credit unions and mortgage brokers.
About Carolina Trust BancShares,
Inc.
Carolina Trust BancShares, Inc. is a bank
holding company and the parent company of Carolina Trust
Bank. Carolina Trust Bank is a full service, North Carolina
state-chartered bank headquartered in Lincolnton, N.C. The
bank operates in eleven full-service offices and one loan
production office in the Piedmont and Mountain Regions of the
Carolinas to the north and west of Charlotte, N.C.
Forward-Looking Statements
Certain statements in this news release contain
“forward-looking statements” within the meaning of the Private
Securities Litigation Reform Act of 1995, such as statements
relating to future plans and expectations, and are thus
prospective. Such forward-looking statements include but
are not limited to statements with respect to our plans,
objectives, expectations and intentions and other statements that
are not historical facts, and other statements identified by words
such as “believes,” “expects,” “anticipates,” “estimates,”
“intends,” “plans,” “targets,” and “projects,” as well as similar
expressions. Such statements are subject to risks,
uncertainties, and other factors which could cause actual results
to differ materially from future results expressed or implied by
such forward-looking statements. Although we believe
that the assumptions underlying the forward-looking statements are
reasonable, any of the assumptions could prove to be inaccurate.
Therefore, we can give no assurance that the results
contemplated in the forward-looking statements will be
realized. The inclusion of this forward-looking
information should not be construed as a representation by Carolina
Financial, Carolina Trust or any other person that the future
events, plans, or expectations contemplated by Carolina Financial
or Carolina Trust will be achieved.
In addition to factors previously disclosed in
the reports filed by Carolina Financial and Carolina Trust with the
Securities and Exchange Commission (the “SEC”), additional risks
and uncertainties may include, but are not limited to: (1)
competitive pressures among depository and other financial
institutions may increase significantly and have an effect on
pricing, spending, third-party relationships and revenues; (2) the
strength of the United States economy in general and the strength
of the local economies in which we conduct operations may be
different than expected resulting in, among other things, a
deterioration in the credit quality or a reduced demand for credit,
including the resultant effect on Carolina Financial’s or Carolina
Trust’s loan portfolio and allowance for loan losses; (3) the rate
of delinquencies and amounts of charge-offs, the level of allowance
for loan loss, the rates of loan growth, or adverse changes in
asset quality in our loan portfolio, which may result in increased
credit risk-related losses and expenses; (4) the risk that the
estimated pro forma financial information reported herein and our
current preliminary analysis will be different when our review is
finalized; (5) changes in the U.S. legal and regulatory framework
including, but not limited to, the Dodd-Frank Act and regulations
adopted thereunder; (6) adverse conditions in the stock market, the
public debt market and other capital markets (including changes in
interest rate conditions) could have a negative impact on Carolina
Financial or Carolina Trust; (7) the business related to
acquisitions may not be integrated successfully or such integration
may take longer to accomplish than expected; (8) the expected cost
savings and any revenue synergies from acquisitions may not be
fully realized within expected timeframes; (9) disruption from
acquisitions may make it more difficult to maintain relationships
with clients, associates, or suppliers; and (10) the impact of
recent and future hurricanes and other natural disasters on our
loan portfolio and the economic prospects of our coastal
markets. Additional factors that could cause results to
differ materially from those described in the forward-looking
statements can be found in the reports (such as the Annual Report
on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on
Form 8-K) filed with the SEC and available at the SEC’s Internet
site (http://www.sec.gov). All subsequent written and
oral forward-looking statements concerning Carolina Financial,
Carolina Trust or any person acting on their behalf is expressly
qualified in their entirety by the cautionary statements above.
Neither Carolina Financial nor Carolina Trust undertake any
obligation to update any forward-looking statement to reflect
circumstances or events that occur after the date the
forward-looking statements are made.
Additional Information About the
Acquisition and Where to Find It
Carolina Financial and Carolina Trust will file
relevant documents concerning the transaction with the Securities
and Exchange Commission (the “SEC”), including a Registration
Statement on Form S-4, which will include a proxy statement of
Carolina Trust and a prospectus of Carolina Financial, as well as
other relevant documents concerning the proposed transaction. The
proposed transaction will be submitted to Carolina Trust’s
shareholders for their consideration. This communication shall not
constitute an offer to sell or the solicitation of an offer to buy
any securities, nor shall there be any sale of securities in any
jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities laws of such jurisdiction.
SHAREHOLDERS OF CAROLINA TRUST ARE URGED TO READ
THE REGISTRATION STATEMENT, THE PROXY STATEMENT/PROSPECTUS AND
OTHER RELEVANT DOCUMENTS WHEN THEY ARE FILED WITH THE SEC, AS WELL
AS ANY AMEDMENTS OR SUPPLEMEMNTS TO THOSE DOCUMENTS WHEN THEY
BECOME AVAILABLE, AS THEY WILL CONTAIN IMPORTANT INFORMATION.
Shareholders of Carolina Trust will be able to
obtain a free copy of the proxy statement/prospectus, as well as
other filings containing information about Carolina Financial and
Carolina Trust, at the SEC’s internet site (http://www.sec.gov).
Copies of the proxy statement/prospectus and the filings with the
SEC that will be incorporated by reference in the proxy
statement/prospectus can also be obtained, without charge, by
directing a request to: Carolina Financial Corporation, 288 Meeting
Street, Charleston, South Carolina 29401. Attention: William A.
Gehman, III, Executive Vice President and Chief Financial Officer
or Carolina Trust Bancshares, Inc., 901 E. Main Street, Lincolnton,
NC 28092. Attention: Edwin E. Laws, Executive Vice President and
Chief Financial Officer.
Participants in the
Solicitation
Carolina Financial, Carolina Trust and certain
of their respective directors, executive officers and employees and
other persons may be deemed to be participants in the solicitation
of proxies in respect of the proposed transaction. Information
regarding Carolina Financial’s directors and executive officers is
available in its definitive proxy statement (form type DEF 14A)
which was filed with the SEC on March 22, 2019, and certain of its
Current Reports on Form 8-K. Information regarding Carolina Trust’s
directors and executive officers is available in its definitive
proxy statement (form type DEF 14A) which was filed with the SEC on
April 11, 2019, and certain of its Current Reports on Form 8-K.
Other information regarding the participants in the proxy
solicitation and a description of their direct and indirect
interests, by security holdings or otherwise, will be contained in
the proxy statement/prospectus and other relevant materials to be
filed with the SEC when they become available.
For More Information, Contact:William A.
Gehman, III, EVP and CFO, 843.723.7700
Maplebear (NASDAQ:CART)
Historical Stock Chart
From Apr 2024 to May 2024
Maplebear (NASDAQ:CART)
Historical Stock Chart
From May 2023 to May 2024