Entegra Financial Corp. Announces Acquisition of Chattahoochee Bank of Georgia

Staff Report From Georgia CEO

Thursday, June 29th, 2017

Entegra Financial Corp., the parent holding company of Entegra Bank, and Chattahoochee Bank of Georgia, jointly announced the signing of a definitive agreement pursuant to which Entegra will purchase Chattahoochee for $14.75 per share or 1.4 times March 31, 2017 book value through a combination of cash and stock valued at approximately $34.9 million.

Chattahoochee currently operates one branch in Gainesville, Georgia and a loan production office in Duluth, Georgia and will add approximately $197 million in assets, $155 million in loans, and $166 million in deposits to Entegra Bank.

Commenting on the announcement, Roger Plemens, President and Chief Executive Officer of Entegra, said, ?We are excited to partner with Chattahoochee as we continue to expand our existing footprint in northern Georgia. Chattahoochee has a proven track record of strong loan and deposit growth that will complement our strategy of building long-term franchise value by diversifying into high growth markets. With an unemployment rate of 3.8%, Gainesville is among the 50 fastest growing metro areas in the U.S. and home to more than 300 manufacturing and processing companies. Chattahoochee is one of the premier commercial banks in Gainesville and brings Entegra a talented team of six lenders with deep commercial experience.

Jody Lail, President and Chief Executive Officer of Chattahoochee, added, ?We are excited to partner with Entegra in continuing to grow our commercial banking presence in our northeast Georgia market. Entegra provides additional capital strength to allow our commercial banking team to greatly expand lending and cash management services to both our existing customer base and our rapidly expanding business community. We are also pleased that Entegra will bring additional services for our consumer customers, including residential mortgage and investments.

The transaction, which is expected to close in the fourth quarter of 2017, has been unanimously approved by the Board of Directors of both companies and is subject to customary closing conditions, including regulatory approvals, and approval by the shareholders of Chattahoochee.

Excluding estimated transaction expenses, the acquisition is expected to be more than 15% accretive to 2018 earnings and to have a tangible book value earn-back period of approximately 4.50 years. Upon completion of this transaction, Entegra will have approximately $1.6 billion in assets, $950 million in loans, and $1.2 billion in deposits.

Entegra Financial Corp. and Entegra Bank were advised in the transaction by Sandler ONeill + Partners, L.P. as financial advisor and Brooks, Pierce, McLendon, Humphrey & Leonard, LLP as legal counsel. Chattahoochee was advised in the transaction by Banks Street Partners, LLC as financial advisor and Nelson Mullins Riley & Scarborough, LLP as legal counsel.