CHARLESTON, S.C. and LINCOLNTON, N.C., July 15, 2019 (GLOBE NEWSWIRE) -- Carolina Financial Corporation (Nasdaq: CARO) (“Carolina Financial”) and Carolina Trust BancShares, Inc. (Nasdaq: CART), the parent company of Carolina Trust Bank 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.
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.
