Community & Southern Scores $800M Buyout From Arkansas' Bank of the Ozarks

Staff Report From Metro Atlanta CEO

Wednesday, October 21st, 2015

Bank of the Ozarks, Inc. and Community & Southern Holdings, Inc. announced the signing of a definitive agreement and plan of merger whereby Bank of the Ozarks, Inc. will acquire Community & Southern Holdings, Inc. and its wholly-owned bank subsidiary, Community & Southern Bank, in an all-stock transaction valued at approximately $799.6 million, or approximately $20.50 per fully diluted CSB share, subject to potential adjustments as described in the Agreement. Closing of the transaction is expected to be immediately accretive to OZRK’s book value per common share and its tangible book value per common share. The transaction is expected to be accretive to OZRK’s diluted earnings per common share for the first twelve months after the transaction closes and thereafter.

Community & Southern Holdings, Inc., headquartered in Atlanta, Georgia, was established in 2010 and has completed fourteen acquisitions resulting in 47 Georgia banking offices and one Jacksonville, Florida banking office. Most recently, CSB acquired certain CertusBank branches on October 9, 2015. At September 30, 2015, CSB had approximately $4.4 billion of total assets, $3.0 billion of loans and $3.7 billion of deposits (including pro forma balances of total assets, loans and deposits related to the acquisition of the CertusBank branches).

Upon the closing of the transaction, CSB will merge into OZRK and Community & Southern Bank will merge into OZRK’s wholly-owned bank subsidiary, Bank of the Ozarks. Completion of the transaction is subject to certain closing conditions, including customary regulatory and shareholder approvals. Pat Frawley, Chief Executive Officer and founder of CSB, will become Bank of the Ozarks’ Chief Executive - Georgia upon completion of the transaction. Frawley is expected to play a major role in the successful integration and future strategic direction of the two banks’ combined 75 offices and operations in Georgia.

Frawley commented, “Our teammates have worked incredibly hard over the past six years building a quality franchise, and I am very proud of them. As a result of this transaction, our shareholders will be rewarded, and our employees, customers and communities will have enhanced opportunities available to them by being associated with the highest performing community bank in the United States. We are extremely optimistic about our future prospects and are eager to get underway with our new partner.”

George Gleason, Chairman of the Board and Chief Executive Officer of Bank of the Ozarks stated, “We are very pleased to announce the acquisition of Community & Southern Bank. This combination is a hand in glove fit. The synergies created by our highly complementary combined network of 75 Georgia banking offices, with virtually no overlap, will give us a powerful presence in Georgia, providing customers with great access and convenience. The addition of CSB’s Jacksonville, Florida office provides us entry into the favorable Jacksonville market and expands our existing 10-office presence in Florida. Even more important is the depth and expertise of our two extremely talented teams of bankers. Our customers in Georgia and Florida will benefit from our great combined team, our expanded network of banking offices and enhanced services. We are excited about the tremendous growth opportunities.”
This is the fourteenth acquisition for Bank of the Ozarks, Inc. since March 2010 and its largest transaction to date. According to data from SNL Financial, this acquisition, both in total assets and in purchase price, is the largest ever by an Arkansas bank.

Under the terms of the Agreement, which has been approved by the boards of directors of both companies, each holder of outstanding shares of common stock of CSB will receive shares of common stock of OZRK. The number of OZRK shares to be issued will be determined based on the fifteen day volume weighted average stock price of OZRK’s common stock as of the second business day prior to the closing date, subject to a minimum and maximum price of $34.10 and $56.84, respectively.

In addition to the information contained within this announcement, an Investor Presentation containing additional information regarding this transaction has been posted on OZRK’s website under “Investor Relations.”

CSB was advised by the investment banking firm of Sandler O’Neill + Partners, L.P. and the law firm of Alston & Bird LLP. Bank of the Ozarks, Inc. was represented by the law firm of Kutak Rock LLP and advised by the investment banking firm of FIG Partners, LLC.