Super merger-of-equals for Yadkin Bank announced

By Anthony Gonzalez agonzalez@civitasmedia.com

January 28, 2014

ELKIN and RALEIGH — VantageSouth Bancshares, Inc. (NYSE MKT: VSB) and Yadkin Financial Corporation (NASDAQ: YDKN) jointly announced Monday a merger-of-equals agreement.

According to the entities, the merger-of-equals will create the largest community bank headquartered in North Carolina with about $4 billion in total assets.

Elkin-based Yadkin, parent of Yadkin Bank, gives Raleigh-based VantageSouth, parent of VantageSouth Bank, its first major presence in Charlotte and western North Carolina.

The combined company will be headquartered in Raleigh, where VantageSouth has been based, and base banking operations in Statesville. Yadkin Financial is based in Elkin.

The two banks have been negotiating the terms of a deal for several months, according to Yadkin Bank.

Yadkin’s franchise is concentrated in Charlotte and its surrounding counties, the Interstate 77 corridor northward through Statesville and the Yadkin Valley.

Vantage is concentrated in the communities near the Triangle and eastward to the Outer Banks.

The combined company will operate a franchise with 75 branches extending across North Carolina, plus three more branches in upstate South Carolina.

When asked if the merger-of-equals would result in Elkin losing jobs, a spokesperson couldn’t guarantee any protection.

“It’s simply too early in the process. We are only on day two here and we do not know at this point,” said Jill Sutphin, vice president of corporate communications for Yadkin Financial Corporation.

Under the merger, no cash is changing hands. VantageSouth shareholders will receive 0.3125 shares of Yadkin Financial common stock of each of their existing shares. Based on Friday’s closing price, the deal would be valued at about $299 million.

“It is with great enthusiasm that we announce the merger of these two strong community banks,” said Joe Towell, president and chief executive officer of Yadkin Financial Corporation. “This transaction creates significant value for the shareholders of both companies, provides greater convenience and services for our customers, and transforms the banking landscape in the Carolinas. We will have meaningful presence in major markets across the state including Charlotte, Raleigh-Durham, Greenville, and Wilmington while continuing our focus on our community markets.”

“This merger-of-equals creates a strong community banking franchise with greater competitive advantage, profitability, and future growth potential,” said Scott Custer, VantageSouth Bancshares, Inc.’s president and chief executive officer. “The breadth of the joined franchise, combined with the talent of the two teams will create exceptional service for our customers. Our companies have spent considerable time evaluating the philosophies of our two banks and the merits of this transaction and we believe we are creating a franchise with substantial upside.”

The combined company will be governed by a 14 person Board of Directors consisting of an equal number of VantageSouth and Yadkin directors. Yadkin’s Joe Towell will become Executive Chairman of the new company, serving as Chairman of the Board of Directors as well as a senior executive in the company. VantageSouth’s Scott Custer will become President and Chief Executive Officer of the combined company and continue his service as a director. The other members of the executive management team include Terry Earley, Mark DeMarcus, Steve Jones and Ed Shuford.

Reach Anthony Gonzalez at 336-835-1513 or follow on Twitter @NewsGonz.