State Bank Financial Corporation, the holding company for State Bank and Trust Company, and NBG Bancorp, Inc. announced the signing of a definitive agreement for State Bank Financial to acquire NBG Bancorp and its wholly-owned subsidiary, The National Bank of Georgia, in a cash and stock transaction with a purchase price of approximately $68 million, or $45.45 per share.  The transaction value and consideration mix at the time of the merger may change due to fluctuations in the price of State Bank Financial common stock. 

“We are very pleased that Bill Hopper and his team at National Bank of Georgia will be joining the State Bank family,” said State Bank and Trust CEO Tom Wiley.  “This merger will give us the opportunity to enter the Athens and Gainesville markets with a strong management team that has been a significant part of each local community for over 30 years.  These are both resilient markets that have shown steady growth over the years and are natural extensions of our existing footprint.”

C. William Hopper III, President and CEO of NBG, added, “We are excited about this partnership due to our long-standing relationship with the management team at State Bank.  Like us, they are career Georgia bankers who have been committed to their communities for many years.  We believe our customers and communities will see tremendous benefits as the strength and resources provided by State Bank will allow us to offer an expanded line of products and services to clients.”

At December 31, 2015, NBG had total assets of approximately $375 million, total loans of approximately $331 million, total deposits of approximately $304 million, and total shareholder’s equity of approximately $40 million.  NBG, founded in 2000, is headquartered in Athens, Georgia and operates one additional banking office in Gainesville, Georgia and a mortgage office in Athens.

The agreement has been unanimously approved by the Boards of Directors of both companies and is anticipated to close in the third quarter of 2016.  Completion of the transaction is subject to certain closing conditions, including customary regulatory approvals and the approval by the shareholders of NBG Bancorp.  Upon closing of the transaction, NBG Bancorp will merge into State Bank Financial, immediately followed by the merger of NBG into State Bank and Trust.

Additional information regarding this transaction will be available when State Bank Financial hosts its first quarter 2016 earnings conference call on Thursday, April 28, 2016.

NBG Bancorp was represented in this transaction by Renova Partners as financial advisor and Troutman Sanders LLP as legal counsel.  State Bank Financial was represented by Nelson Mullins Riley & Scarborough LLP as legal counsel.