Brand Group Holdings Completes $200 Million Capital Raise

May 4, 2011

Investments by Carlyle, Stephens Group, the Cousins Family and Others, Make Brand Group One of the Best Capitalized Bank Holding Companies in Georgia. 

Brand Group Holdings, Inc. (Brand Group), which is the parent holding company of The Brand Banking Co. (Brand Bank), announced today that it has completed its $200 million capital raising effort led by The Carlyle Group, The Stephens Group, LLC, and the Cousins’ family’s Nonami Investments, LLC, as well as various individual investors.

As previously announced in November 2010, the proceeds from the capital raising effort will be used to strengthen Brand Bank’s balance sheet, to provide capital to Brand Bank, and for general corporate purposes. John E. McKinley will become the Executive Chairman of Brand Group and Brand Bank. Mr. McKinley was Principal Operating Officer for BankSouth Corp. in the 1990s prior to its sale to Bank of America.

Also joining Brand Bank is Henry Dickerson, who will serve as executive vice president for commercial and industrial lending, a new and major push for Brand Bank. Bartow Morgan Jr. will continue to serve as CEO of both Brand Group and Brand Bank.

“Brand Group is pleased to have completed the capital raising process that will allow our institution to grow and prosper for the next century,” Mr. Morgan said. “On behalf of my family, I want to thank our investors and board members and employees for their support as we build Brand Bank into a banking leader not just in Gwinnett County, but throughout Metro Atlanta. Our strategy is clear and straightforward. We want to make good loans to good customers.”

Since it opened in 1905, Brand Bank has been a cornerstone financial institution in Gwinnett County, Georgia. Brand Bank was founded by Bartow Morgan’s great, great grandfather E.M. Brand, and has been closely held by the family and a small group of local investors for its entire history. Brand Bank has assets of more than $1.3 billion, serving businesses, municipalities and individuals in one of Metropolitan Atlanta’s fastest growing areas.

“This is an exciting time for Brand Group, Brand Bank, and all the people who have worked so hard to get us to this day,” said Mr. McKinley. “The additional capital provides Brand Bank with resources to secure the long-term health of the bank and to grow by expanding our banking services and offerings. I look forward to working with Bartow Morgan and the team he has assembled at Brand.”

Upon Brand Group receiving the necessary regulatory letters, an initial $125 million from the investment was applied to Brand Group’s capital base. The investors have agreements in place with Brand Group to invest an additional $75 million in capital at a later date.

With the capital raise now complete, Brand Group is among the best-capitalized bank holding companies over $1 billion in assets. Brand Group’s Total Risk Based Capital Ratio stands at over 24 percent. Brand Bank anticipates using the initial $125 million in capital to enhance its current offerings and expand into new banking services, including:

• Commercial and industrial (C&I) lending
• Lending for franchise acquisitions;
• Loan programs for Small Business Administration (SBA) and U.S. Department of Agriculture (USDA) backed loans; and
• Expanded consumer loan and deposit offerings.

Current Brand Group directors Bartow Morgan Jr., and Brand Morgan, CEO of Brand Properties, will remain on the board. Other approved members of the Brand Group board include:

• Michael Coles: Former Chairman, CEO and President of the Caribou Coffee Company and founder of Great American Cookie Company. Coles also served as Chairman of Charter Bank & Trust in Marietta, Georgia and as a board member of Merit Holding Corp., which was acquired by Synovus Financial Corp.
• Robert C. Covington Jr.: Managing Director at the Stephens Group, LLC. He is also a member of the board of directors of Buyers Protection Group, Inc., FiberMedia Group, LLC, and Vestcom International.
• Pat Flinn: Former Chairman and CEO of BankSouth Corp. and a 30-year veteran senior executive with Citizens and Southern National Bank.
• James Henderson: A retired Superior Court Judge in Gwinnett County, Mr. Henderson currently serves on the Brand Bank board.
• J.T. King: Chief Investment Officer of Nonami, LLC, where he oversees the investment process for multiple individual and non-profit portfolios within the Cousins Family Offices.
• Sunny K. Park: CEO of General Building Maintenance Inc. Mr. Park has served on several community bank boards and many civic organizations throughout Atlanta.
• R. Keith Taylor: Principal of The Carlyle Group in its Global Financial Services Buyout Fund. Mr. Taylor is a founding board member for the Cambridge Winter Center for Financial Institutions Policy and is a non-voting board observer on the board of directors of Hampton Roads Bancshares, Inc.

The law firms Bryan Cave LLP and Mahaffey Pickens Tucker LLP represented Brand Group. Other law firms serving as advisors to the transaction were Simpson Thacher & Bartlett LLP (Carlyle), Womble Carlyle Sandridge & Rice, PLLC (Stephens Group) and Alston & Bird LLP (Nonami Investments), and Jones Day (McKinley, Dickerson and certain other investors).

The securities to be offered in the transactions described in this release will not be registered under the Securities Act of 1933 or any state securities laws and may not be offered or sold in the United States absent such registration or an applicable exemption from such registration requirements. This press release does not constitute an offer to sell or the solicitation of an offer to buy the securities, nor shall there be any sale of the securities, in any jurisdiction or state in which such offer, solicitation or sale would be unlawful.

ABOUT BRAND GROUP HOLDINGS INC. AND THE BRAND BANKING CO.

Brand Group Holdings is the $1.3 billion bank holding company for The Brand Banking Company, a full service bank serving the needs of individuals and businesses in Gwinnett County, Georgia and North Metro Atlanta. Brand Bank was chartered in 1905, and is the oldest locally owned bank in Gwinnett, combining old-fashioned personal service with the benefits of modern technology. The Brand Banking Co. is led today by founder E.M. Brand’s great great grandson, Bartow Morgan Jr. In addition to operating branches in Lawrenceville, Grayson, Snellville, Flowery Branch, Buford and Duluth, Georgia, Brand Bank also has a loan production office in the Buckhead area of Atlanta, and mortgage offices throughout Georgia, Alabama and Tennessee.

ABOUT THE CARLYLE GROUP

Carlyle is a global alternative asset manager with $90.9 billion of assets under management committed to 66 funds as of June 30, 2010. This is Carlyle’s first investment in a Georgia-based bank.

ABOUT THE STEPHENS GROUP, LLC

The Stephens Group is a private, family-owned firm based in Little Rock, Ark., that invests its capital in private and public companies with exceptional management teams working with outstanding partners across a broad platform of companies in multiple industries.

ABOUT NONAMI INVESTMENTS LLC

Nonami Investments is a private company owned by the Cousins family. Tom Cousins is Chairman Emeritus and Founder of Cousins Properties Inc., a leading real estate company in Atlanta.