With Mergers, State Bank & Trust Expands into Three Georgia Cities

Staff Report From Georgia CEO

Wednesday, January 4th, 2017

State Bank Financial Corporation, the holding company for State Bank and Trust Company, announced that it has completed its mergers with NBG Bancorp, Inc. and S Bankshares, Inc.. Each merger was completed on December 31, 2016, at which time NBG and S Bankshares were each merged into the Company, immediately followed by the merger of each of The National Bank of Georgia, the wholly-owned subsidiary of NBG, and S Bank, the wholly-owned subsidiary of S Bankshares, into State Bank.

“We are pleased to welcome our new clients and team members from The National Bank of Georgia and S Bank,” said State Bank CEO Tom Wiley. “These mergers provide for the expansion of our statewide footprint with entry into the very attractive markets of Athens, Gainesville, and Savannah. With these transactions completed, we have crossed over $4 billion in total assets and have banking offices in seven of the eight largest markets in Georgia.”

Under the merger agreement with NBG, shareholders of NBG can elect to receive either $45.45 in cash or 2.1642 shares of the Company’s common stock for each share of NBG common stock, subject to an overall allocation of exchanged shares into 50% cash and 50% stock. The number of the Company’s shares issued in the merger is based on the average trading price of the Company’s common stock during the 20-trading-day period ended December 29, 2016. Cash will also be paid in lieu of fractional shares.

Under the merger agreement with S Bankshares, shareholders of S Bankshares could elect to receive either $56.70 in cash or 2.7444 shares of the Company’s common stock for each share of S Bankshares common stock. Based on the elections of S Bankshares’ shareholders, 40% of S Bankshares common stock will be exchanged for cash and 60% of S Bankshares common stock will be exchanged for stock. Cash will also be paid in lieu of fractional shares.

The conversion of The National Bank of Georgia’s and S Bank’s operating systems into State Bank’s existing operating system is expected to be completed in early February 2017.