Heritage Financial Group (the “Company”) (Nasdaq: HBOS) announced today that the Company’s shareholders and the members of Heritage MHC have each approved the plan of conversion and reorganization pursuant to which Heritage MHC will convert to a stock holding company form of organization. Heritage Financial Group, Inc. (“New Heritage Financial Group”) also announced the results of its offering of shares of common stock in connection with the conversion. The conversion and offering are expected to be completed on November 30, 2010, subject to receipt of final regulatory approvals, including approval of a final appraisal, and other customary closing conditions.
Upon completion of the conversion and offering, Heritage MHC and the Company will cease to exist and New Heritage Financial Group will become the parent holding company of the Heritage Bank of the South and will be wholly owned by public stockholders. New Heritage Financial Group expects to sell a total of 6,591,756 shares of common stock in the subscription, community and syndicated community offerings at $10.00 per share, including 327,677 shares to be purchased by the Bank’s Employee Stock Ownership Plan, for gross offering proceeds of $65.9 million. Orders for a total of 5,458,057 shares have been accepted in the syndicated community offering, and orders for 1,133,699 shares of common stock were received and accepted in the subscription and community offerings. All orders accepted in the subscription and community offerings will be filled in full.
As part of the conversion, each currently outstanding share of the Company’s common stock, other than shares held by Heritage MHC, will be converted into the right to receive 0.8377 shares of New Heritage Financial Group common stock. The exchange ratio ensures that, after the conversion and offering, the existing public shareholders will maintain approximately the same ownership interest in New Heritage Financial Group as they owned in the Company. Cash will be issued in lieu of fractional shares based on the offering price of $10.00. Total shares outstanding after the stock offering and the exchange will be approximately 8,780,640 shares.