HomeTrust Bancshares, Inc. (Nasdaq:HTBI) ("HomeTrust"), the holding
company for HomeTrust Bank, announced today the completion of its
acquisition of Jefferson Bancshares, Inc. ("Jefferson")
(Nasdaq:JFBI) of Morristown, Tennessee, effective May 31, 2014. In
connection with the acquisition, Jefferson Federal Bank, the bank
subsidiary of Jefferson, was merged into HomeTrust Bank. The bank
merger results in a community bank with total assets of
approximately $2.1 billion and an expanded banking presence for
HomeTrust in the Kingsport/Johnson City, Knoxville, and Morristown,
Tennessee markets. HomeTrust will continue to operate Jefferson's
twelve offices under the Jefferson Federal Bank name until a system
conversion is completed in August 2014.
Dana Stonestreet, Chairman, President and CEO of HomeTrust,
commented, "Expansion into the East Tennessee market represents the
disciplined execution of our previously communicated growth
strategy to capitalize on acquisition opportunities that leverage
our capital, create scale and increase operating efficiencies over
a larger geographic footprint. Jefferson, located in attractive and
growing markets, is a like-minded institution that shares a common
interest of creating value for customers, employees, communities,
and shareholders, which makes it a great fit with our franchise. We
are excited to welcome the Jefferson employees to the HomeTrust
team and look forward to realizing the many benefits that we expect
this transaction to produce." Stonestreet continued, "The Jefferson
combination represents HomeTrust's second acquisition in 23 months,
with a third acquisition scheduled for completion during the third
calendar quarter of 2014. Once the three acquisitions are
completed, since converting to stock in July 2012, we will have
achieved a $750 million, or 50% growth in assets and a 75%
increase in banking offices, from 20 to 35 full service offices
located in North Carolina, Eastern Tennessee and Greenville, South
Carolina."
HomeTrust will issue an aggregate of approximately 1.7 million
shares of common stock and pay approximately $25.2 million in cash
in the transaction. Under the terms of the merger agreement, each
Jefferson shareholder will receive a total of $8.00 per share in
merger consideration consisting of $4.00 in cash plus .2661 shares
of HomeTrust common stock for each share of Jefferson common stock
owned as of the effective date. This represents approximately $50.5
million of aggregate transaction consideration. Jefferson had
total assets of $506.8 million, total deposits of $384.0 million,
and stockholders' equity of $54.4 million at March 31, 2014.
Anderson Smith, former President and Chief Executive of
Jefferson and now a director for HomeTrust Bancshares, Inc. and
HomeTrust Bank, as well as the East Tennessee Regional President,
stated, "We are excited to become part of a vibrant and growing
community-based banking institution sharing our core values. As
combined entities, we will be able to build value far faster than
we would be able to do so alone. We are enthusiastic to provide our
customers an expanded product and service offering made possible
through this combination."
HomeTrust Bancshares, Inc. was advised in this transaction by
Sandler O'Neill & Partners, L.P. as financial advisor and
Silver, Freedman, Taff & Tiernan LLP as legal counsel.
Jefferson was advised by Keefe, Bruyette and Woods as financial
advisor and Kilpatrick Townsend & Stockton LLP as legal
counsel.
About HomeTrust Bancshares, Inc.
HomeTrust is the holding company for HomeTrust Bank, including
its banking divisions – HomeTrust Bank, Tryon Federal Bank, Shelby
Savings Bank, Home Savings Bank, Industrial Federal Bank,
Cherryville Federal Bank and Rutherford County Bank. Upon the
closing and merger of Jefferson, HomeTrust has assets of
approximately $2.1 billion and the community-oriented financial
institution offers traditional financial services within its local
communities through its 34 offices in Western North Carolina,
including the Asheville metropolitan area, the "Piedmont" region of
North Carolina, Greenville, South Carolina, and East Tennessee,
including Kingsport/Johnson City, Knoxville, and Morristown.
On March 4, 2014, HomeTrust announced it entered into a merger
agreement to acquire Bank of Commerce headquartered in Charlotte,
North Carolina. The transaction is anticipated to close in the
third calendar quarter of 2014. Bank of Commerce has one office in
midtown Charlotte. As of March 31, 2014, Bank of Commerce had total
assets of $126.4 million.
Forward-Looking Statements
This press release may contain certain forward-looking
statements. Forward-looking statements include statements regarding
anticipated future events and can be identified by the fact that
they do not relate strictly to historical or current facts. They
often include words such as "believe," "expect," "anticipate,"
"estimate," and "intend" or future or conditional verbs such as
"will," "would," "should," "could," or "may." Forward-looking
statements, by their nature, are subject to risks and
uncertainties. Certain factors that could cause actual results to
differ materially from expected results for the businesses of
HomeTrust Bancshares, Inc. and HomeTrust Bank include: expected
cost savings, synergies and other financial benefits from the
acquisitions of Bank of Commerce and Jefferson Bancshares, Inc.
("acquisitions") might not be realized within the expected time
frames or at all, and costs or difficulties relating to integration
matters might be greater than expected; the requisite shareholder
and regulatory approvals for the Bank of Commerce merger might not
be obtained; the credit risks of lending activities, including
changes in the level and trend of loan delinquencies and write offs
and changes in our allowance for loan losses and provision for loan
losses that may be impacted by deterioration in the housing and
commercial real estate markets; changes in general economic
conditions, either nationally or in our market areas; changes in
the levels of general interest rates, and the relative differences
between short and long term interest rates, deposit interest rates,
our net interest margin and funding sources; fluctuations in the
demand for loans, the number of unsold homes, land and other
properties and fluctuations in real estate values in our market
areas; decreases in the secondary market for the sale of loans that
we originate; results of examinations of us by the Board of
Governors of the Federal Reserve System and our bank subsidiary by
the Office of the Comptroller of the Currency or other regulatory
authorities, including the possibility that any such regulatory
authority may, among other things, require us to increase our
reserve for loan losses, write-down assets, change our regulatory
capital position or affect our ability to borrow funds or maintain
or increase deposits, which could adversely affect our liquidity
and earnings; legislative or regulatory changes that adversely
affect our business including the effect of Dodd-Frank Wall Street
Reform and Consumer Protection Act (the "Dodd-Frank Act") and Basel
III, changes in regulatory policies and principles, or the
interpretation of regulatory capital or other rules; our ability to
attract and retain deposits; increases in premiums for deposit
insurance; management's assumptions in determining the adequacy of
the allowance for loan losses; our ability to control operating
costs and expenses, especially new costs associated with our
operation as a public company; the use of estimates in determining
fair value of certain of our assets, which estimates may prove to
be incorrect and result in significant declines in valuation;
difficulties in reducing risks associated with the loans on our
balance sheet; staffing fluctuations in response to product demand
or the implementation of corporate strategies that affect our
workforce and potential associated charges; computer systems on
which we depend could fail or experience a security breach; our
ability to retain key members of our senior management team; costs
and effects of litigation, including settlements and judgments; our
ability to successfully integrate any assets, liabilities,
customers, systems, and management personnel we may in the future
acquire into our operations and our ability to realize related
revenue synergies and cost savings within expected time frames and
any goodwill charges related thereto; increased competitive
pressures among financial services companies; changes in consumer
spending, borrowing and savings habits; the availability of
resources to address changes in laws, rules, or regulations or to
respond to regulatory actions; adverse changes in the securities
markets; inability of key third-party providers to perform their
obligations to us; statements with respect to our intentions
regarding disclosure and other changes resulting from the Jumpstart
Our Business Startups Act of 2012 ("JOBS Act"); changes in
accounting policies and practices, as may be adopted by the
financial institution regulatory agencies, the Public Company
Accounting Oversight Board or the Financial Accounting Standards
Board; and other economic, competitive, governmental, regulatory,
and technological factors affecting our operations, pricing,
products and services; and the other risks described in the
Company's reports filed with the Securities and Exchange
Commission, including its Annual Report on Form 10-K for the year
ended June 30, 2013.
Any of the forward-looking statements that we make in this
release are based upon management's beliefs and assumptions at the
time they are made and may turn out to be wrong because of
inaccurate assumptions we might make, because of the factors
illustrated above or because of other factors that we cannot
foresee. We do not undertake and specifically disclaim any
obligation to revise any forward-looking statements to reflect the
occurrence of anticipated or unanticipated events or circumstances
after the date of such statements. These risks could cause our
actual results for fiscal 2014 and beyond to differ materially from
those expressed in any forward-looking statements by, or on behalf
of, us, and could negatively affect our operating and stock price
performance.
WEBSITE: WWW.HOMETRUSTBANCSHARES.COM
CONTACT: Dana L. Stonestreet - Chairman, President and CEO
Tony J. VunCannon - Senior Vice President, CFO, and Treasurer
828-259-3939
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