MC Bancshares, Inc., the holding company for M C Bank & Trust Company, a Louisiana-chartered bank headquartered in Morgan City, Louisiana, and Heritage NOLA Bancorp, Inc., the holding company of Heritage Bank of St. Tammany, a federally chartered savings bank headquartered in Covington, Louisiana, have jointly announced today that they have entered into a definitive merger agreement in which MC Bancshares will acquire Heritage NOLA Bancorp.
Pursuant to the Merger Agreement, which has been unanimously adopted by the boards of MC Bancshares and Heritage NOLA Bancorp, the all-cash merger consideration is equal to the value of Heritage NOLA Bancorp’s adjusted tangible shareholders’ equity, as defined in the Merger Agreement, at the time of closing plus $6.5 million. Based on Heritage NOLA Bancorp’s adjusted tangible shareholders’ equity at March 31, 2023, as calculated pursuant to the terms of the Merger Agreement, Heritage NOLA Bancorp shareholders, on a fully-diluted basis after giving effect to outstanding stock options, are currently estimated to receive between $19.50 and $20.50 in cash consideration for each share of Heritage NOLA Bancorp common stock (the “per share consideration”). However, the estimated per share consideration is subject to significant adjustment based on a variety of factors, including, but not limited to, Heritage NOLA Bancorp’s transaction costs, the costs to terminate certain contracts of Heritage NOLA Bancorp, including employment and other compensation agreements and plans, and after-tax unrealized losses, if any, in Heritage NOLA Bancorp’s securities portfolios. As a result, Heritage NOLA Bancorp shareholders should not assume they will receive between $19.50 and $20.50 per share upon the closing of the transaction.
“We are pleased to announce that we are partnering with Heritage Bank to expand our presence in St. Tammany Parish,” said Chris LeBato, Chief Executive Officer of MC Bancshares and M C Bank. “As local Louisiana banks, we share similar core values and a relationship-centric approach to serving the communities that we are fortunate to be a part of. This transaction is a very natural and contiguous expansion of our current footprint.”
David Crumhorn, President and Chief Executive Officer of Heritage NOLA Bancorp and Heritage Bank, stated, “We are thrilled about this combination with M C Bank. The infrastructure that has been assembled at M C Bank over the years will enable our customers to access a substantial product offering while still receiving the local decision making and the exceptional service they have become accustomed to at Heritage Bank. Our collective corporate values and culture are closely aligned.”
The transaction is subject to regulatory approvals and the approval of the shareholders of Heritage NOLA Bancorp, and is expected to close in the fourth quarter of 2023. At the effective time, Heritage Bank will be merged with and into M C Bank with M C Bank as the surviving entity. Following the effective time of the merger, M C Bank will continue to operate Heritage Bank’s offices as branch offices of M C Bank.
Raymond James & Associates, Inc., is acting as financial advisor to Heritage NOLA Bancorp and rendered a fairness opinion to the Board of Directors of Heritage NOLA Bancorp in conjunction with this transaction. Luse Gorman is serving as legal counsel to Heritage NOLA Bancorp and Heritage Bank. National Capital, L.L.C., is acting as financial advisor to MC Bancshares. Fenimore Kay Harrison LLP is serving as legal counsel to MC Bancshares and M C Bank.
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