National Bank of Commerce Acquires Marietta Bank, Creating $4B Institution

Staff Report From Metro Atlanta CEO

Thursday, April 26th, 2018

National Commerce Corporation, the parent company of National Bank of Commerce, headquartered in Birmingham, Alabama, and Landmark Bancshares, Inc., the parent company of First Landmark Bank, headquartered in Marietta, Georgia, jointly announced the signing of a definitive agreement providing for the merger of Landmark with and into NCC. Subsequent to the merger, First Landmark Bank will become a part of NBC, but will continue to operate under the “First Landmark Bank” trade name and will be led by its existing management team. The transaction is expected to result in a combined institution with approximately $4 billion in assets.

“We are excited to partner with Stan Kryder and Terry DeWitt and the First Landmark team,” said Richard Murray, IV, President and Chief Executive Officer of NCC and NBC. “The First Landmark franchise is a great fit for us and our existing Atlanta operations, and we think it is a great opportunity for our two teams to combine and grow together.”

Following the close of the transaction, R. Stanley Kryder, Landmark’s Chief Executive Officer, and Terrence Y. DeWitt, Landmark’s President and Chief Financial Officer, will lead the combined operations of NBC in the Atlanta market. The combined market presence is expected to total approximately $750 million in loans and approximately $750 million in deposits, with full-service branches in the Buckhead, Decatur, Marietta, Midtown and Sandy Springs areas of metro Atlanta, as well as loan production offices in Alpharetta and southern Perimeter.

Stan Kryder also commented on the announcement, saying, “We have known the National Commerce team for some time now, and we are pleased to enter into this agreement. Terry and I are particularly excited about the opportunity available to our combined Atlanta operations.  Combining with National Commerce provides a unique opportunity to be a part of an organization that shares our values, our credit culture, and a focus on serving clients and supporting employees. We believe our shared commitment to community banking and exceptional customer service gives us a great chance for success together.”

Under the terms of the definitive agreement, each share of common stock of Landmark issued and outstanding immediately prior to the effective time of the merger will be converted into the right to receive 0.5961 shares of NCC common stock and $1.33 in cash. Each outstanding option to purchase shares of Landmark common stock will be assumed by NCC and become an option to purchase shares of NCC common stock, with the exercise price and number of shares underlying the option adjusted according to a conversion ratio of 0.6275. Based on NCC’s closing stock price on April 23, 2018, the transaction is valued at $28.15 per share of Landmark common stock, or $115.2 million in the aggregate.

The boards of directors of NCC, NBC, Landmark and First Landmark Bank have unanimously approved the transaction. The transaction is subject to customary closing conditions, including receipt of regulatory approvals and approval by Landmark’s shareholders.

Stephens Inc. acted as financial adviser to NCC, and Maynard, Cooper & Gale, P.C. acted as its legal adviser. Sandler O’Neill & Partners, L.P. acted as financial adviser to Landmark, and Bryan Cave Leighton Paisner LLP acted as its legal adviser.