State Bank Financial Corporation (NASDAQ:STBZ) Files An 8-K Entry into a Material Definitive Agreement

On June 15, 2017, State Bank Financial Corporation (“State Bank
Financial”), State Bank and Trust Company (“State Bank”) and
State Bank Interim Corp., a wholly-owned subsidiary of State Bank
(“Merger Sub”), entered into an agreement and plan of merger
(the “Merger Agreement”) with AloStar Bank of Commerce
(“AloStar”). The Merger Agreement provides that, subject to the
terms and conditions set forth in the Merger Agreement, (a)
Merger Sub will merge with and into AloStar, with AloStar as the
surviving bank in the Merger, and (b) immediately thereafter,
AloStar will merge with and into State Bank, with State Bank as
the surviving bank (collectively, the “Merger”). The Merger
Agreement was unanimously approved by the Boards of Directors of
State Bank Financial, State Bank and AloStar.

Subject to the terms and conditions of the Merger Agreement, in
the Merger, State Bank will acquire all of AloStar’s outstanding
shares of common stock in an all-cash transaction.

The merger consideration will equal one times AloStar’s Tangible
Book Value as of the last day of the last month immediately
before the closing, subject to certain adjustments. The merger
consideration is currently estimated to result in a total cash
payment to AloStar shareholders of approximately $196 million.
Each share of State Bank Financial common stock will remain
outstanding and be unaffected by the Merger.

The Merger Agreement contains customary representations and
warranties from State Bank Financial, State Bank, Merger Sub and
AloStar. AloStar has agreed to customary covenants and
agreements, including, among others, covenants and agreements
relating to the conduct of its business during the interim period
between the execution of the Merger Agreement and the closing of
the Merger. In addition, each party has agreed to use
commercially reasonable efforts to promptly prepare and file all
necessary regulatory applications. The Merger Agreement also
provides certain termination rights for both State Bank and
AloStar.

The Merger Agreement has been approved by Alostar’s shareholders
but the transactions contemplated by the Merger Agreement remain
subject to regulatory approvals and other customary closing
conditions.

The foregoing description of the Merger Agreement does not
purport to be complete and is qualified in its entirety by
reference to the complete text of the Merger Agreement, which is
attached to this Current Report on Form 8-K as Exhibit 2.1 and is
incorporated herein by reference. The Merger Agreement has been
attached as an exhibit to this Current Report on Form 8-K in
order to provide investors and security holders with information
regarding its terms. It is not intended to provide any other
financial information about State Bank Financial, AloStar 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 State Bank Financial, AloStar 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 State Bank Financial.

Forward-Looking Statements

Some of the statements in this Form 8-K are forward-looking
statements within the meaning of the Private Securities
Litigation Reform Act of 1995. Forward-looking statements can be
identified by words such as: intend, plan, seek, believe, expect,
strategy, future, likely, anticipate, project, may, should, will,
estimate and similar references to future periods. Examples of
forward-looking statements include, among others, statements
related to the expectations of State Bank Financial with respect
to the acquisition, statements regarding the benefits of the
Merger and the anticipated timing, completion and other effects,
including the transition of services, related to the proposed
transaction. These forward-looking statements are subject to
risks, uncertainties and other factors, such as the inability to
obtain the requisite regulatory approvals for the proposed
transaction and meet other closing terms and conditions, the
reaction to the transaction of each banks customers, employees
and counterparties or difficulties related to the transition of
services, changes in Alostar’s tangible book value, the state of
the economic and financial markets going forward, as well as
additional risks and uncertainties contained in the Risk Factors
and the forward-looking statement disclosure contained in State
Bank Financials Annual

Report on Form 10-K for the most recently ended fiscal year, any
of which could cause actual results to differ materially from
future results expressed or implied by those forward-looking
statements. All forward-looking statements speak only as of the
date of this report. State Bank Financial undertakes no
obligation to update or revise any forward-looking statements,
whether as a result of new information, future events or
otherwise.

Item 8.01. Other Events

On June 15, 2017, State Bank Financial issued a joint press
release with AloStar announcing the execution of the Merger
Agreement. A copy of the joint press release is attached to this
Current Report on Form 8-K as Exhibit 99.1. The investor
presentation to be used by State Bank Financial for its
conference call on June 15, 2017 at 11:00 a.m. ET to discuss the
transaction is attached to this Current Report on Form 8-K as
Exhibit 99.2. The investor presentation is also available on
State Bank’s website, www.statebt.com, under the “Investors”
section.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

*Schedules and similar attachments have been omitted to Item
601(b)(2) of Regulation S-K. The registrant will furnish
supplementally a copy of any omitted schedules or similar
attachment to the SEC upon request.