Stonegate Bank to Acquire Community Bank of Broward

FORT LAUDERDALE, FL--(Marketwired - Aug 25, 2014) - Stonegate Bank (NASDAQ: SGBK) announced today the signing of a definitive agreement by which Stonegate will acquire all the operations of Community Bank of Broward ("CBB"). Stonegate Bank's management expects the combination will increase total assets to approximately $2.1 billion and will rank Stonegate Bank as the 10^th largest bank headquartered in Florida.

The value of the total consideration to be received by CBB's common shareholders will be equal to approximately 140% of the tangible book value of CBB as determined at the month-end prior to the closing date. The consideration will be in common stock of SGBK valued at $26.00 per share. As of June 30, 2014, the transaction is valued at approximately $61.2 million.

CBB, headquartered in Weston, Florida, is a state chartered bank operating eight branches all in Broward County, Florida. As of June 30, 2014, CBB had total assets of $487 million, total loans of $413 million and total deposits of $419 million.

"This acquisition significantly expands our deposit market share in Broward County to approximately 2.0%, resulting in Stonegate having the largest deposit market share of any community bank in Broward County," said Dave Seleski, President and Chief Executive Officer of Stonegate Bank. "In addition, we believe this merger creates substantial economies of scale and will significantly improve our shareholder returns. Stonegate's total combined deposits in southeast Florida will now exceed $1 billion. Stonegate's capital ratios will remain strong and allow the bank to continue to grow organically as well as through future acquisitions."

"We are very excited about becoming a part of the Stonegate banking team. We have been friendly competitors for many years and now we can become a part of their very high performance financial organization. We will also be able to provide additional products and services for our customers. We have a common culture of productivity, excellent customer service and follow-through and I am very excited about this new partnership," added Bruce Keir, President and Chief Executive Officer of Community Bank of Broward.

Stonegate estimates the transaction to be immediately accretive to earnings per share with double-digit accretion in the first full year. Furthermore, it is anticipated that tangible book dilution resulting from the transaction will be modest and recovered in less than 3 years. This transaction will mark Stonegate's seventh acquisition since 2009.

The merger has been approved by the Board of Directors of Stonegate Bank and CBB. In addition to certain customary closing conditions, approval by the shareholders of Community Bank of Broward and Stonegate Bank as well as the as the applicable bank regulatory agencies will be required prior to completing the transaction. The closing is expected to take place late in the fourth quarter of 2014.

Sandler O'Neill+ Partners served as financial adviser to Stonegate Bank. Gunster, Yoakley & Stewart, P.A.served as legal counsel to Stonegate Bank. Hovde Group, LLC served as financial adviser to Community Bank of Broward and rendered a fairness opinion in connection with the transaction. Smith Mackinnon, P.A. served as legal counsel to Community Bank of Broward.

Conference Call Information
A conference call to discuss the transaction is scheduled for Monday, August 25, 2014, at 2:30 p.m. EDT. Interested parties are invited to participate by dialing 1-866-923-9391 and entering conference ID number 91244990. An investor presentation regarding the transaction discussed on this call will be available for download at www.stonegatebank.com on the Investor Relations - Bank News and Releases page.

Stonegate Bank
Stonegate Bank is one of Florida's premier business banks. Headquartered in Pompano Beach, Stonegate Bank also operates offices in Ft. Lauderdale, Boca Raton, Jupiter, Coral Springs, Naples, Coral Gables, Fort Myers (2), Englewood, Sarasota, Venice, Tampa and Doral, Florida. While providing innovative solutions for its business clients, Stonegate also delivers highly attentive personal retail banking services. Stonegate pledges to give each and every one of its clients unsurpassed service. The Company's goal is to build an extraordinary organization that is accountable to its clients, shareholders, employees and to the communities it services.

Participants in the Solicitation

This communication is not a solicitation of a proxy from any security holder of Stonegate Bank or CBB. However, Stonegate Bank, CBB, their respective directors and executive officers and other persons may be deemed to be participants in the solicitation of proxies from Stonegate Bank's and CBB's shareholders in respect of the merger. Information regarding the directors and executive officers of Stonegate Bank may be found in its Registration Statement on Form 10, which was filed with the FDIC on March 28, 2014, as amended, and can be obtained free of charge from Stonegate Bank's website or from the FDIC's website (http://www2.fdic.gov/efr). Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the joint proxy statement/prospectus and other relevant materials to be filed with the FDIC when they become available. Investors should read the joint proxy statement/prospectus carefully, when it becomes available, before making any voting decision because it will contain important information

Forward-Looking Statements

The foregoing contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including but not limited to those regarding the proposed merger. Such statements are not historical facts and include expressions about management's confidence and strategies and management's expectations about new and existing programs and products, relationships, opportunities, taxation, technology and market conditions. These statements may be identified by such forward-looking terminology as "expect," "believe," "view," "opportunity," "allow," "continues," "reflects," "typically," "usually," "anticipate," or similar statements or variations of such terms. Such forward-looking statements involve certain risks and uncertainties. Actual results may differ materially from such forward-looking statements. Factors that may cause actual results to differ from those contemplated by such forward-looking statements include, but are not limited to, the following: failure to obtain shareholder or regulatory approval for the merger of CBB with Stonegate Bank or to satisfy other conditions to the merger on the proposed terms and within the proposed timeframe; delays in closing the merger; reaction to the merger of Stonegate Bank's customers and employees; the diversion of management's time on issues relating to the merger; the inability to realize expected cost savings and synergies from the merger of CBB with Stonegate Bank in the amounts or in the timeframe anticipated; changes in the estimate of non-recurring charges; costs or difficulties relating to integration matters might be greater than expected; changes in the stock price of Stonegate Bank prior to closing; material adverse changes in CBB's or Stonegate Bank's operations or earnings; the inability of Stonegate Bank to retain CBB's customers and employees; or a decline in the economy, mainly in South Florida, as well as the risk factors set forth in Stonegate Bank's Registration Statement on Form 10 and Quarterly Reports on Form 10-Q, each filed with the FDIC. Stonegate Bank does not assume any obligation for updating any such forward-looking statement at any time.