Elberton, Ga.-based Pinnacle Financial Corp. agreed to acquire Clarkesville, Ga.-based SBT Bancorp Inc. and its unit Southern Bank & Trust in a cash-and-stock transaction valued at about $36.0 million, or about $27.37 for each outstanding share of SBT common stock.
Southern Bank & Trust operates three banking offices in Clarkesville, Dahlonega and Blairsville, Ga., and has another location under construction in Cornelia, Ga. The merger will add about $225 million in assets, $176 million in loans and $198 million in deposits to Pinnacle, according to a news release.
Upon completion of the deal, Pinnacle will have about $1.2 billion in assets, $885 million in loans and $1.1 billion in deposits, based on financials reported as of Sept. 30, according to the news release.
On an aggregate basis, S&P Global Market Intelligence calculates the deal value to be 176.2% of common equity and tangible common equity and 16.5x earnings. The deal value is also 16.03% of assets and 18.16% of deposits, and the tangible book premium to core deposits ratio is 10.66%.
Ratios are based on SBT's June 30, 2019, small parent equity and last-12-months net income of $20.4 million and $2.2 million, respectively.
S&P Global Market Intelligence valuations for bank and thrift targets in the Southeast region between Dec. 18, 2018, and Dec. 18, 2019, averaged 155.18% of book and 163.45% of tangible book and had a median of 17.19x last-12-months earnings, on an aggregate basis.
The transaction is expected to close in the first half of 2020.
Upon completion of the deal, Pinnacle will enter Union County, Ga., with one branch to be ranked fourth with a 5.27% share of approximately $974.9 million in total market deposits, will enter Habersham County, Ga., with one branch to be ranked third with a 14.59% share of about $880.5 million in total market deposits and will enter Lumpkin County, Ga., with one branch to be ranked fifth with a 2.7% share of roughly $421.2 million in total market deposits, according to S&P Global Market Intelligence data.
L. Jackson McConnell Jr. will continue to serve as president and CEO of Pinnacle after the merger. Southern Bank & Trust President and CEO Tony Collins will join Pinnacle's board and continue to serve as senior market executive within Pinnacle Bank, with the primary responsibility of overseeing the communities currently served by Southern Bank & Trust.
SunTrust Robinson Humphrey Inc. served as Pinnacle's financial adviser and Fenimore Kay Harrison & Ford LLP served as its legal counsel in the transaction. SBT was advised by The Burke Group LLC as financial adviser and Troutman Sanders LLP as legal counsel.