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Alabama's National Bank of Commerce, Premier Community Bank of Florida to merge


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Alabama's National Bank of Commerce, Premier Community Bank of Florida to merge

Birmingham, Ala.-based National Commerce Corp. is acquiring Bradenton, Fla.-based Premier Community Bank of Florida.

Under the terms of the deal, each Premier Community Bank common share will be converted into the right to receive 0.4218 shares of National Commerce Corp. common stock and 93 cents in cash. The deal has an aggregate value of $52.0 million, according to an investor presentation.

In addition, each outstanding option to buy Premier Community Bank common shares will be assumed by National Commerce Corp. and become an option to buy National Commerce Corp. common shares, with the exercise price and number of shares underlying the option adjusted according to a conversion ratio of 0.4440.

SNL calculates the deal value to be 197.9% of book and 199.9% of tangible book on an aggregate basis. It is 25.82% of assets and 32.13% of deposits and carries a premium to tangible book that is 21.56% of core deposits.

For comparison, SNL valuations for bank and thrift targets in the Southeast between March 20, 2017, and March 20, 2018, averaged 157.71% of book, 166.65% of tangible book and had a median of 25.02x last-12-months earnings, on an aggregate basis.

Premier Community Bank will merge into National Commerce Corp.'s National Bank of Commerce, as part of the transaction. As of Dec. 31, 2017, National Bank of Commerce had about $2.74 billion in assets, while Premier Community Bank had $201.2 million in assets, per SNL data.

Premier Community Bank will continue operating as "Premier Community Bank of Florida, a division of National Bank of Commerce" under the bank's existing management team. The deal, which is subject to regulatory and Premier Community Bank shareholder approvals, is expected to result in a combined institution with about $3.4 billion in assets. In Florida, National Commerce Corp. will enter Manatee County with three branches, to be ranked No. 14 with a 1.96% share of approximately $6.69 billion in total market deposits, and enter Sarasota County with one branch, to be ranked No. 31 with a 0.02% share of approximately $13.78 billion in total market deposits.

National Commerce Corp. expects the acquisition to result in minimal dilution to tangible book value per share, with an expected earnback period of less than one year. The deal is expected to close in the third quarter.

Keefe Bruyette & Woods Inc. was financial adviser to National Commerce Corp., and Maynard Cooper & Gale PC was its legal adviser. Hovde Group LLC was Premier Community Bank's financial adviser, with Nick Barbarine serving as lead banker. Smith Mackinnon PA acted as Premier Community Bank's legal adviser.

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SNL is owned by S&P Global Market Intelligence.

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