SCBT Financial Corporation and First Financial Holdings, Inc. to Merge
COLUMBIA & CHARLESTON, S.C.--(BUSINESS WIRE)--
SCBT Financial Corporation (NASDAQ: SCBT) and First Financial Holdings,
Inc. (“First Financial”) (NASDAQ: FFCH) jointly announced today the
signing of a definitive merger agreement under which SCBT and First
Financial will merge to position the combined company to become a
premier regional bank.
“We are pleased to announce that two of the Southeast’s oldest,
strongest and largest banks are merging to form a dynamic banking
company. Our two banks complement each other significantly and, because
of our size, earnings power and strength, we will be uniquely positioned
to build a premier regional bank in the Southeast,” said Robert R. Hill,
Jr., president and CEO, SCBT Financial Corporation. “This partnership
benefits our customers, shareholders and employees and is a unique
opportunity to join two local community banks with a similar history and
culture. We have admired and respected First Financial for a long time,
and we are fortunate to have the opportunity to build an even stronger
company together.”
Founded in 1934, First Financial operates First Federal Bank (“First
Federal”), which has 66 locations in the Carolinas and is the third
largest financial institution headquartered in South Carolina, ranking 8th
in deposit market share.
“For nearly 80 years, both SCBT and First Federal have consistently
served the financial needs of our customers and we look forward to
continuing this legacy,” said R. Wayne Hall, president and CEO of First
Financial. "We will collectively continue to deliver the highest level
of service, while maintaining our community banking values. Together, we
will collaborate to evaluate our strengths and work to leverage the best
of each of our institutions.”
Upon completion of the transaction, the combined company will have
approximately $8.3 billion in total assets, $6.9 billion in total
deposits and $6.1 billion in total loans. On a pro forma basis, the
company will rank 5th in deposit market share in South
Carolina (source: SNL Financial). Together the two companies operate a
network of 148 branches in the Carolinas and generate over $2 billion in
mortgage loans, ranking 4th in mortgage market share. First
Financial’s Wealth Management Division when combined with SCBT’s Wealth
Management Group will have total assets under management of
approximately $2.35 billion.
The merger agreement has been unanimously approved by the board of
directors of each company. The transaction is expected to close in the
third quarter of 2013 and is subject to customary conditions, including
approval by both SCBT and First Financial shareholders. At closing and
upon shareholder approval, the proposed holding company name will be
First Financial Holdings, Inc.
Under the terms of the agreement, SCBT Financial Corporation will add
five First Financial board members to the combined company's board. Hall
will be named president of SCBT Financial Corporation and Paula Harper
Bethea, the current chair of First Financial, will assume the role of
vice chair of the board. Hill will continue to serve as CEO and Robert
R. Horger will remain chairman of the board.
Under the terms of the agreement, shareholders of First Financial will
receive 0.4237 shares of SCBT common stock for each share of FFCH common
stock, which equates to a deal value of $18.30 per share based on SCBT’s
closing stock price of $43.18 on February 19, 2013. The stock issuance
is valued at approximately $302.4 million in the aggregate, based on
16,526,752 shares of FFCH common stock outstanding.
Keefe, Bruyette & Woods, Inc. served as financial advisor and Wachtell,
Lipton, Rosen & Katz provided legal counsel to SCBT Financial
Corporation. Sandler O’Neill + Partners, L.P., served as financial
advisor and rendered a fairness opinion, to First Financial Holdings,
Inc.Kilpatrick Townsend & Stockton LLP served as legal counsel to First
Financial Holdings, Inc.
Webcast
SCBT Financial Corporation and First Financial Holdings, Inc. will host
a conference call today at 10:30 a.m. Eastern Time. The conference call
can be accessed by dialing 1-866-652-5200 or 1-412-317-6060 for
international participants. The conference ID number is 10025540. The
link to the webcast can be found on www.SCBTonline.com
under Investor Relations. A replay will be available from 12:00 p.m.
Eastern Time on February 20, 2013 until 9 a.m. on March 7, 2013. To
listen to the replay, dial 1-877-344-7529 or 1-412-317-0088. The pass
code is 10025540. The event and slide presentation will also be archived
and available beginning February 20, 2013 by midnight Eastern Time in
the Investor Relations section of www.SCBTonline.com.
SCBT will file a registration statement and other relevant documents
concerning the transaction with the Securities and Exchange Commission
and appropriate state and federal banking authorities as soon as is
practical. SCBT and First Financial will prepare a joint proxy statement
and other relevant documents concerning the proposed transaction for
their respective shareholders. SCBT and First Financial shareholders are
urged to read such proxy and registration statements regarding the
proposed transaction as they become available and any other relevant
documents filed with the SEC, as well as any amendments or supplements
to those documents because these will contain important information. You
will be able to obtain a free copy of the registration statement, as
well as other filings containing information about SCBT Financial
Corporation, at the SEC’s internet site (http://www.sec.gov).
The documents can also be obtained, without charge, by directing a
written request to either SCBT Financial Corporation, Post Office Box
1030, Columbia, SC 29202, Attention: Richard C. Mathis, Executive Vice
President and Treasurer, or First Financial Holdings, Inc., 2440 Mall
Drive, Charleston, SC 29406 Attention: Blaise Bettendorf, Chief
Financial Officer.
SCBT, First Financial and their respective directors and executive
officers may be deemed to be participants in the solicitation of proxies
from the shareholders of SCBT and First Financial in connection with the
merger. Information about the directors and executive officers of First
Financial and their ownership of FFCH common stock is set forth in First
Financial’s most recent proxy statement as filed with the SEC, which is
available at the SEC’s Internet site (http://www.sec.gov)
and at First Financial's address in the preceding paragraph. Information
about the directors and executive officers of SCBT Financial Corporation
and their ownership of SCBT common stock is set forth in SCBT’s most
recent proxy statement filed with the SEC and available at the SEC’s
internet site and from SCBT at the address set forth in the preceding
paragraph. Additional information regarding the interests of these
participants may be obtained by reading the proxy statement/prospectus
regarding the proposed transaction when it becomes available.
SCBT Financial Corporation
SCBT Financial Corporation, Columbia, South Carolina is a registered
bank holding company incorporated under the laws of South Carolina. The
company consists of SCBT, the Bank and the following divisions: NCBT,
CBT, The Savannah Bank, and Minis & Co., Inc. Providing financial
services for over 79 years, SCBT Financial Corporation operates 82
locations in 19 South Carolina counties, 10 North Georgia counties, 2
coastal Georgia counties and Mecklenburg County in North Carolina. SCBT
Financial Corporation has assets of approximately $5.1 billion and its
stock is traded under the symbol SCBT in the NASDAQ Global Select
Market. More information can be found at www.SCBTonline.com.
First Financial Holdings, Inc.
First Financial Holdings, Inc. ("First Financial") (NASDAQ:FFCH) is a
Charleston, South Carolina financial services provider with $3.2 billion
in total assets as of December 31, 2012. First Financial offers
integrated financial solutions, including personal, business, and wealth
management services. First Federal Bank ("First Federal"), which was
founded in 1934 and is the primary subsidiary of First Financial, serves
individuals and businesses throughout coastal South Carolina, Florence,
and Greenville, South Carolina, and Wilmington, North Carolina. First
Financial subsidiaries include: First Federal; First Southeast Investor
Services, Inc., a registered broker-dealer; and First Southeast 401(k)
Fiduciaries, Inc., a registered investment advisor. First Federal is the
largest financial institution headquartered in the Charleston, South
Carolina metropolitan area and the third largest financial institution
headquartered in South Carolina, based on asset size. Additional
information about First Financial is available at www.firstfinancialholdings.com.
Cautionary Statement Regarding Forward Looking Statements
Statements included in this press release which are not historical in
nature are intended to be, and are hereby identified as, forward looking
statements for purposes of the safe harbor provided by Section 21E of
the Securities Exchange Act of 1934.Forward looking statements
generally include words such as “expects,” “projects,” “anticipates,”
“believes,” “intends,” “estimates,” “strategy,” “plan,” “potential,”
“possible” and other similar expressions.SCBT Financial
Corporation cautions readers that forward looking statements are subject
to certain risks and uncertainties that could cause actual results to
differ materially from forecasted results.Such risks and
uncertainties, include, among others, the following possibilities: (1)
the occurrence of any event, change or other circumstances that could
give rise to the termination of the definitive merger agreement between
SCBT and First Financial Holdings, Inc.; (2) the outcome of any legal
proceedings that may be instituted against SCBT or First Financial
Holdings, Inc.; (3) the inability to complete the transactions
contemplated by the definitive merger agreement due to the failure to
satisfy each transaction’s respective conditions to completion,
including the receipt of regulatory approval; (4) credit risk associated
with an obligor's failure to meet the terms of any contract with the
bank or otherwise fail to perform as agreed; (5) interest risk involving
the effect of a change in interest rates on both the bank's earnings and
the market value of the portfolio equity; (6) liquidity risk affecting
the bank's ability to meet its obligations when they come due; (7) price
risk focusing on changes in market factors that may affect the value of
traded instruments in "mark-to-market" portfolios; (8) transaction risk
arising from problems with service or product delivery; (9) compliance
risk involving risk to earnings or capital resulting from violations of
or nonconformance with laws, rules, regulations, prescribed practices,
or ethical standards; (10) strategic risk resulting from adverse
business decisions or improper implementation of business decisions;
(11) reputation risk that adversely affects earnings or capital arising
from negative public opinion; (12) terrorist activities risk that
results in loss of consumer confidence and economic disruptions; (13)cybersecurity risk related to our dependence on internal computer
systems and the technology of outside service providers, as well as the
potential impacts of third-party security breaches,subjects the
company to potential business disruptions or financial losses resulting
from deliberate attacks or unintentional events; (14) economic downturn
risk resulting in deterioration in the credit markets; (15) greater than
expected noninterest expenses; (16) excessive loan losses; (17) failure
to realize synergies and other financial benefits from, and to limit
liabilities associates with, mergers and acquisitions, including mergers
with Peoples Bancorporation (“Peoples”), The Savannah Bancorp, Inc.
(“Savannah”), and First Financial Holdings, Inc., within the expected
time frame;(18) potential deposit attrition, higher than
expected costs, customer loss and business disruption associated with
the integration of The SavannahBancorp, Inc .and First Financial
Holdings, Inc., including, without limitation, potential difficulties in
maintaining relationships with key personnel and other integration
related-matters; (19) the risks of fluctuations in market prices for
SCBT stock that may or may not reflect economic condition or performance
of SCBT; (20) the payment of dividends on SCBT is subject to regulatory
supervision as well as the discretion of the SCBT board of directors;
and (21) other factors, which could cause actual results to differ
materially from future results expressed or implied by such forward
looking statements.
SCBT Financial Corporation
Analyst Contact:
John
Pollok, 803-765-4628
SCBT Chief Operating Officer and
Chief
Financial Officer
or
Media Contact:
Donna Pullen,
803-765-4558
SCBT Director of Public Relations and
Special
Projects
or
First Financial Holdings, Inc.
Analyst
Contact:
Blaise Bettendorf, 843-529-5456
First Financial
Chief Financial Officer
or
Media Contact:
Kellee
McGahey, 843-529-5574
First Federal Executive Vice President
Marketing
Source: SCBT Financial Corporation