Capital Bank to Acquire Southern Community (SCMF) for $2.875/Share
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Capital Bank Financial Corp., parent of Capital Bank, N.A., announced today that it has signed a definitive agreement to acquire 100% of the stock of Southern Community Financial Corporation (Nasdaq: SCMF) for $2.875 per share. SCMF is the parent of Southern Community Bank and Trust, a bank with $1.5 billion in assets and 22 branches in Winston-Salem, the Piedmont Triad, and other North Carolina markets.
SCMF shareholders may elect to receive their payment in cash or stock, with total consideration consisting of 40% cash and 60% newly issued shares of CBF, which will be exchanged at a fixed ratio of 0.131 based on a value for CBF of $22 per share, subject to certain adjustments. Additionally, SCMF shareholders will receive non-transferable contingent value rights entitling them to receive up to $1.30 per share in cash five years after the effective date of the transaction based on 75% of the savings to the extent that legacy loan and foreclosed asset losses are less than a prescribed dollar amount.
Pro forma for the transaction, Capital Bank, NA will have $8.1 billion in assets and 165 branches in North Carolina, South Carolina, Tennessee, Virginia, and Florida.
The transaction is subject to shareholder and regulatory approvals, the registration of CBF’s common stock and other customary closing conditions and is expected to close in the second quarter of 2012.
Wachtell, Lipton, Rosen & Katz acted as legal advisor for CBF. Stifel, Nicolaus & Co., Inc. served as financial advisor and Williams Mullen as legal advisor to SCMF.
SCMF shareholders may elect to receive their payment in cash or stock, with total consideration consisting of 40% cash and 60% newly issued shares of CBF, which will be exchanged at a fixed ratio of 0.131 based on a value for CBF of $22 per share, subject to certain adjustments. Additionally, SCMF shareholders will receive non-transferable contingent value rights entitling them to receive up to $1.30 per share in cash five years after the effective date of the transaction based on 75% of the savings to the extent that legacy loan and foreclosed asset losses are less than a prescribed dollar amount.
Pro forma for the transaction, Capital Bank, NA will have $8.1 billion in assets and 165 branches in North Carolina, South Carolina, Tennessee, Virginia, and Florida.
The transaction is subject to shareholder and regulatory approvals, the registration of CBF’s common stock and other customary closing conditions and is expected to close in the second quarter of 2012.
Wachtell, Lipton, Rosen & Katz acted as legal advisor for CBF. Stifel, Nicolaus & Co., Inc. served as financial advisor and Williams Mullen as legal advisor to SCMF.
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