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Georgia Banking Company and Peoples BankTrust Announce Merger Agreement

Georgia Banking Company, Inc. (GBC) and Peoples BankTrust, Inc. jointly announced today the signing of a definitive agreement pursuant to which Peoples will merge with and into GBC in a cash and stock transaction with an aggregate value of approximately $58 million.

Peoples, based in Buford, Georgia, has approximately $439 million in assets, $393 million in deposits and $151 million in loans as of September 30, 2021. It operates one branch in Gwinnett County.

GBC was recapitalized by an investor group led by Bartow Morgan, Jr. in February 2021. The new ownership group raised $180 million to fund growth and build a commercial and private banking franchise with the technology and breadth of products to serve middle market businesses across metro Atlanta.

GBC’s merger with Peoples will improve the combined bank’s scale and expand its footprint across the attractive Gwinnett County market. As of September 30, 2021, the combined bank would have $1.2 billion in pro forma deposits -representing a top five deposit market share for banks headquartered in the Atlanta MSA — pro forma total assets of $1.4 billion, and gross loans of $0.8 billion. The resulting bank will also have a highly liquid balance sheet and strong core deposit franchise that will facilitate its continued expansion in the metro Atlanta market. Ultimately, allowing the bank to more effectively serve the communities in which it operates. The strategic merits of the transaction are expected to benefit customers, employees, and shareholders.

“We are pleased to announce this financially compelling acquisition of Peoples,” said Bartow Morgan, Jr., Chief Executive Officer of GBC. “Expanding our franchise to serve the people of the broader metro Atlanta community is at the core of our strategic vision. The acquisition grows our market share and provides us an excellent opportunity to broaden our footprint into Buford, Georgia in a low-risk manner.”

“I made this decision with our customers and employees in mind,” said Doug Nichols, Chief Executive Officer of Peoples. “Our partnership with GBC provides long-term growth potential for our shareholders. GBC’s strategic business plan and capital base allow for a broader range of capabilities and new business opportunities. Our companies are aligned both culturally and operationally.”

Subject to the terms of the merger agreement, Peoples shareholders will receive $58 million in aggregate transaction value in a mix of both cash and convertible preferred stock. Additionally, Peoples Director Larry Cheek will join the Board of Directors for the GBC holding company.

The merger agreement has been unanimously approved by the respective Boards of Directors of Peoples and GBC. Completion of the merger is subject to customary closing conditions, including receipt of required regulatory approvals and the approval by shareholders of Peoples. The transaction is expected to close in the first quarter of 2022.

Evercore acted as exclusive financial advisor and Troutman Pepper served as legal counsel to GBC in connection with the transaction. Performance Trust Capital Partners served as exclusive financial advisor and Nelson Mullins served as legal counsel to Peoples in connection with the transaction.

About GBC

GBC is a full-service, commercial community bank headquartered in Atlanta, Georgia and had assets of approximately $1 billion as of September 30, 2021. Led by fifth generation banker, CEO Bartow Morgan, Jr., GBC’s team of veteran Atlanta bankers are focused on leveraging technology to deliver an exceptional service experience to meet the needs of growing businesses and private banking clients. The bank also offers a unique suite of mortgage products to independent mortgage bankers across the nation. GBC has offices in the Buckhead area of Atlanta, Griffin and soon will be expanding to serve customers in Alpharetta, Duluth, Lawrenceville, and Marietta.

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