On June 1, 2017, Charter Financial Corporation, a Maryland
corporation (Charter or the Company) and Charter Merger>Sub,
LLC, a Georgia limited liability company and wholly-owned
subsidiary of Charter, entered into an Agreement and Plan of Merger
(the Merger Agreement) with Resurgens Bancorp, a Georgia
corporation (Resurgens). The Merger Agreement provides that, upon
the terms and subject to the conditions set forth in the Merger
Agreement, (1) Charter Merger Sub, LLC will merge with and into
Resurgens, with Resurgens as the surviving corporation and a
wholly-owned subsidiary of Charter, and (2) Resurgens will merge
with and into Charter, with Charter continuing as the surviving
corporation (the Merger).

Following the Merger, Resurgens Bank, a Georgia state chartered
banking institution and a wholly-owned subsidiary of Resurgens,
will merge with and into CharterBank, a federal savings loan
association and a wholly-owned subsidiary of Charter, with
CharterBank surviving the merger and continuing its corporate
existence under the name CharterBank.

Subject to the terms and conditions of the Merger Agreement, which
has been unanimously approved by the Board of Directors of Charter
and Resurgens, the Company will acquire all of Resurgens
outstanding 1,338,589 shares of common stock and cash out all
outstanding in-the-money stock options and warrants, in each case
based upon a purchase price of $17.00 per share, in an all-cash
transaction resulting in a total cash payment to Resurgens
shareholders of approximately $26.3 million. Each outstanding share
of Charter common stock will remain outstanding and be unaffected
by the Merger.

The Merger Agreement contains customary representations and
warranties from both Charter and Resurgens and each have agreed to
customary covenants, including, among others, covenants relating to
(1) the conduct of Resurgens’ business during the interim period
between the execution of the Merger Agreement and the completion of
the Merger, (2) Resurgens’ obligation to convene and hold a
meeting of its shareholders to consider and vote upon the approval
of the Merger Agreement, and (3) subject to certain exceptions, the
recommendation by the Board of Directors of Resurgens in favor of
the approval by its shareholders of the Merger and the Merger
Agreement and the transactions contemplated thereby. Resurgens has
also agreed not to (1) solicit proposals relating to any
alternative acquisition proposals or (2) subject to certain
exceptions, enter into any discussions, or enter into any agreement
concerning, or provide confidential information in connection with,
any alternative acquisition proposals.

Completion of the Merger is subject to certain customary
conditions, including, among others, (1) approval of the Merger
Agreement by Resurgens’ shareholders, (2) receipt of required
regulatory approvals without the imposition of conditions or
consequences that would have a material adverse effect on Charter
or its subsidiaries after the effective time of the Merger, (3) the
absence of any law or order prohibiting the completion of the
Merger, and (4) CharterBank receiving approval from the Office of
the Comptroller of the Currency to make a dividend distribution to
Charter. Each partys obligation to complete the Merger is also
subject to certain additional customary conditions, including (1)
subject to certain exceptions, the accuracy of the representations
and warranties of the other party and (2) performance in all
material respects by the other party of its obligations under the
Merger Agreement. Charter is not required to consummate the Merger
if Resurgens shareholders holding more than 10.0% of its
outstanding common stock exercise dissenters rights (and do not
withdraw or otherwise forfeit such rights).

The Merger Agreement contains certain termination rights for
Charter and Resurgens, as the case may be, applicable upon: (1)
mutual consent, (2) a breach by the other party that has not or
cannot be cured or has not been waived by the earlier of December
31, 2017 (the Outside Date) or within 30 days notice of such breach
if such breach would result in a failure of the conditions to
closing set forth in the Merger Agreement, (3) the final,
non-appealable denial of required regulatory approvals, (4) the
Outside Date, if the Merger has not been completed by that date,
(5) Resurgens’ withdrawal, qualification or modification of its
shareholder recommendation, or (6) Resurgens’ recommendation,
endorsement, acceptance, or agreement to a competing acquisition
proposal. In addition, the Merger Agreement provides that, upon
termination of the Merger Agreement in certain circumstances,
Resurgens may be required to pay Charter a termination fee of
$912,000 or reimburse expenses up to $250,000.

The foregoing description of the Merger and the Merger Agreement
does not purport to be complete and is qualified in its entirety by
reference to the Merger Agreement, which is filed as Exhibit 2.1
hereto, and is incorporated into this report by reference thereto.
The Merger Agreement has been attached as an exhibit to this report
in order to provide investors and security holders with information
regarding its terms. It is not intended to provide any other
financial information about Charter, Resurgens, or their respective
subsidiaries and affiliates. The representations, warranties and
covenants contained in the Merger Agreement were made only for
purposes of that agreement and as of specific dates, are solely for
the benefit of the parties to the Merger Agreement, may be subject
to limitations agreed upon by the parties, including being
qualified by confidential disclosures made for the purposes of
allocating contractual risk between the parties to the Merger
Agreement instead of establishing these matters as facts, and may
be subject to standards of materiality applicable to the parties
that differ from those applicable to investors. Investors should
not rely on the representations, warranties, or covenants or any
description thereof as characterizations of the actual state of
facts or condition of Charter, Resurgens or any of their respective
subsidiaries or affiliates. Moreover, information concerning the
subject

matter of the representations, warranties, and covenants may change
after the date of the Merger Agreement, which subsequent
information may or may not be fully reflected in public disclosures
by Charter.

Item 8.01. Other Events

On June 1, 2017, Charter issued a press release announcing that
Charter and Resurgens had entered into the Merger Agreement, as
described in Item 1.01. to General Instruction F to the Commissions
Form 8-K, a copy of the press release is attached hereto as Exhibit
99.1 and is incorporated into this Item 8.01 by this reference.

Charter also prepared an investor presentation in connection with
the Merger. to General Instruction F to the Commissions Form 8-K,
the investor presentation related to the Merger is attached hereto
as Exhibit 99.2 and is incorporated into this Item 8.01 by this
reference.

All information included in the press release, transcript and the
slide show presentation is presented as of the respective dates
thereof, and Charter does not assume any obligation to correct or
update such information in the future.

Cautionary Notice Regarding Forward-Looking Statements

This press release and investor presentation contains
forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933 and Section 21E of the Securities Exchange
Act of 1934, and is intended to be protected by the safe harbor
provided by the same. These statements are subject to numerous
risks and uncertainties. These risks and uncertainties include, but
are not limited to, the following: failure to obtain the approval
of shareholders of Resurgens in connection with the merger; the
timing to consummate the proposed merger; the risk that a condition
to closing of the proposed merger may not be satisfied; the risk
that a regulatory approval that may be required for the proposed
merger is not obtained or is obtained subject to conditions that
are not anticipated; the parties’ ability to achieve the synergies
and value creation contemplated by the proposed merger; the
parties’ ability to promptly and effectively integrate the
businesses of Charter and Resurgens; the diversion of management
time on issues related to the merger; the failure to consummate or
any delay in consummating the merger for other reasons; changes in
laws or regulations; and changes in general economic conditions.
For additional information concerning factors that could cause
actual conditions, events or results to materially differ from
those described in the forward-looking statements, please refer to
the factors set forth under the headings “Risk Factors” and
“Management’s Discussion and Analysis of Financial Condition and
Results of Operations” in Charters most recent Form 10-K report
and to Charters most recent Form 8-K reports, which are available
online at www.sec.gov and on the Company’s website at
www.charterbk.com under “Investor Relations.” No assurances can
be given that any of the events anticipated by the forward-looking
statements will transpire or occur, or if any of them do so, what
impact they will have on the results of operations or financial
condition of Charter or Resurgens.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits.