Ameris Bancorp in Moultrie, Ga., has agreed to buy Fidelity Southern in Atlanta.
The $11.4 billion-asset Ameris said in a press release Monday that it would pay $751 million in stock for the $4.8 billion-asset Fidelity. The deal, which is expected to close in the second quarter, priced Fidelity at 176.4% of its tangible book value.
James Miller Jr., Fidelity’s chairman and CEO, would become executive chairman at Ameris, and H. Palmer Proctor Jr., Fidelity’s president, would have the same title at Ameris.
Dennis Zember Jr. would remain Ameris’ CEO, while Lawton Bassett would still be president of Ameris Bank.
Five Fidelity directors, including Miller and Proctor, would join the Ameris board.
Fidelity “is the crown jewel of Atlanta, and we couldn’t be more excited to partner with such a fine institution,” Zember said in the release. “This partnership not only strengthens our management team, but also creates a dynamic franchise with the opportunity for quality growth for the foreseeable future.”
The deal should deliver “mid-single-digit accretion” after all costs are cut, Ameris said. It is expected to take less than three years for Ameris to earn back any dilution to its tangible book value.
Ameris said it plans to cut 40% of Fidelity’s annual noninterest expenses.
Stephens and Rogers & Hardin advised Ameris. Sandler O’Neill and Wachtell, Lipton, Rosen & Katz advised Fidelity. FIG Partners and Sandler O’Neill provided Fidelity with a fairness opinion.
