FNS Bancshares, Inc. Announces Acquisition Of Catoosa Bancshares, Inc.

Monday, July 2, 2018

FNS Bancshares, Inc., parent of FNB Bank, and Catoosa Bancshares, Inc., parent of Capital Bank, jointly announced today the signing of a definitive agreement pursuant to which Catoosa will merge with and into FNS in an all cash transaction. The acquisition has received approval from the board of directors of each company and is subject to regulatory approvals as well as other customary closing conditions.

Based upon financial data as of March 31, the combined company will have assets of $649 million, deposits of $575 million and gross loans of $460 million, and will operate 16 branches throughout northeast Alabama, northwest Georgia and in the Nashville and Chattanooga MSAs. The merger is expected to close in the fourth quarter of 2018.

Alan K. Gay, executive chairman of FNS commented, “We are excited about this opportunity to partner with Catoosa and expand our community bank footprint into higher growth markets that complement our existing franchise. Not only was this acquisition financially and strategically attractive, but having the commitment of Catoosa’s leadership to stay on with our company makes this deal all the more promising.”

Joseph M. “Joe” Haskins, chairman, president and CEO of Catoosa, will become the senior director of Market Development with the responsibility for identifying and developing opportunities throughout Chattanooga and northwest Georgia.

“I am thrilled for our team to be part of a larger community bank and for our customers to have a broader product set in addition to access to larger lending limits,” said Mr. Haskins. “FNS has a similar, family-led background as our bank, and that made me comfortable the partnership would succeed and excited to help the combined institution grow.”

“The northwest Georgia and Chattanooga communities have witnessed considerable growth, and we are very pleased to gain a strong presence in these markets. All of us here at FNS and FNB Bank are optimistic knowing that this was the right step for the future of our stockholders,” said Stephen M. “Steve” Rownd, president and chief executive officer of FNS. “I am familiar with these markets, and being able to expand into the area is a tremendous prospect for any bank.”

Keefe, Bruyette, & Woods, Inc. and Banks Street Partners, LLC served as financial advisors to FNS and Bryan Cave Leighton Paisner LLP served as FNS’ legal advisor. Olsen Palmer LLC served as financial advisor to Catoosa and Gearhiser, Peters, Elliott & Cannon, PLLC served as Catoosa’s legal advisor.




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