SOURCE: Stonegate Bank

Stonegate Bank

August 31, 2010 11:37 ET

Stonegate Bank and Southwest Capital Bancshares, Inc. Sign Definitive Merger Agreement

FORT LAUDERDALE, FL--(Marketwire - August 31, 2010) -  Stonegate Bank (OTCBB: SGBK) and Southwest Capital Bancshares, Inc. announce the signing of a definitive merger agreement pursuant to which Stonegate Bank will acquire Southwest Capital Bank, NA, in Fort Myers in an all stock transaction valued at approximately $9.4 million.

Both Stonegate Bank and Southwest Capital Bank are considered "well capitalized" by the regulatory agencies, and neither bank is operating under any type of regulatory sanctions. As a result, the combined company will be well positioned to take advantage of the current growth opportunities in Florida.

"We are very excited to become affiliated with a quality team of bankers and directors as we continue our expansion along the west coast of Florida. This merger provides a unique opportunity to accelerate our combined growth by capitalizing on the operational synergies between two strong, well-capitalized institutions," said Stonegate Bank President and Chief Executive Officer David Seleski. "Southwest Capital is representative of the organization we have been looking for in a merger partner." Bruce Schultz, President and Chief Executive Officer of Southwest Capital Bank, N.A. and Southwest Capital Bancshares, Inc. said, "We are very excited about this merger opportunity. Our top priority in Lee County will be to focus on lending to local businesses and providing exceptional service to our customers and the local community."

The merger agreement has been unanimously approved by both boards of directors. Under the terms of the agreement, shareholders of Southwest Capital Bancshares, Inc. will be entitled to receive between 0.21 to 0.26 shares of Stonegate Bank stock for each Southwest Capital share prior to closing of the transaction. Additionally, Southwest Capital shareholders will be entitled to receive the proceeds remaining in a contingent payment account established at closing after a three year performance period.

Upon completion of the merger, David Seleski will remain as President and Chief Executive Officer of the combined entity and Bruce Schultz will continue to oversee the bank's operations in Lee County under the Stonegate banner. Stonegate's current board of directors will remain intact but be expanded by one seat to include Dr. Gerald Laboda, Vice Chairman of the Southwest Capital Bancshares, Inc. board.

Stonegate Bank, headquartered in Fort Lauderdale, FL is a bank with total assets of $578.6 million as of June 30, 2010. Stonegate operates five branches throughout Southern Florida that include Boca Raton, Coral Springs, Fort Lauderdale, Jupiter and Naples. Established in 2005, Stonegate has grown total assets of the bank more than $200 million over the last twelve months via organic growth and through three FDIC assisted transactions. Additionally, Stonegate has raised approximately $42 million in common stock over the last twelve months in order to continue pursuing growth opportunities. The bank has had 18 consecutive quarters of profitability.

Southwest Capital Bancshares, Inc. is a privately-held bank holding company headquartered in Fort Myers, FL which owns 100% of Southwest Capital Bank, NA, a commercial bank with three full service offices in Lee County and total assets of $121.3 million as of June 30, 2010.

Burke Capital Group, a division of Morgan Keegan & Company, Inc. is serving as financial advisor to Stonegate Bank and SunTrust Robinson Humphrey, Inc. is serving as financial advisor to Southwest Capital Bancshares, Inc.

Forward-Looking Statements
The Bank cautions that certain statements contained in this press release are "forward-looking statements" as defined under the Private Securities Litigation Reform Act of 1995, which statements are made pursuant to the "safe harbor" provisions of such Act. These forward-looking statements describe future plans or strategies and may include the Bank's expectations of future financial results. The words "believe," "expect," "anticipate," "estimate," "project," and similar expressions identify forward-looking statements. The Bank's ability to predict results or the effect of future plans or strategies or qualitative or quantitative changes is inherently uncertain. Actual results may differ materially from stated expectations. Specific factors include, but are not limited to, changes in general market interest rates, changes in general economic conditions and those specific to the Bank's market area, legislative/regulatory changes, monetary and fiscal policies of the U.S. Treasury and the Federal Reserve, changes in the quality or composition of the Bank's loan portfolios, demand for loan products, changes in deposit flows, real estate values, and competition and other economic, competitive, governmental, regulatory and technological factors affecting the Bank's operations, pricing, products and services. The Bank makes periodic filings to the Federal Deposit Insurance Corporation which contain various Bank financial information, copies of which are available from the Bank without charge. The Bank disclaims any obligation to update any such factors or to publicly announce the results of any revisions to any forward-looking statements contained in this release to reflect future events or developments.

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