brand news release

8/3/2019 Brand News Release

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FOR IMMEDIATE RELEASE

MEDIA CONTACT:

David [email protected]

Brand Group Holdings AnnouncesSignificant Investment Agreements For New Capital

The Carlyle Group and The Stephens Group Agree to Anchor Investments;Veteran Bank Executive John McKinley to Join as Executive Chairman

LAWRENCEVILLE, Ga., November 1, 2010 Brand Group Holdings, Inc. (Brand

Group), which is the parent holding company of The Brand Banking Co. (Brand

Bank), announced today that Brand Group has entered into agreements that

contemplate the investment of up to $200 million in capital.

As part of the first phase of investment, agreements have been signed with affiliatesof The Carlyle Group (Carlyle), The Stephens Group, LLC, the Cousins familys

Nonami LLC and various individual Atlanta investors. The proceeds will be used to

strengthen Brand Banks balance sheet and provide capital for general corporate

purposes.

As part of the transaction, John E. McKinley, III, will become a Brand Group investor

and 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. Patrick Flinn, former CEO of BankSouth, will become an independent

board member of Brand Group pending regulatory approval.

Bartow Morgan Jr. will continue to serve as CEO of both Brand Group and Brand


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2Bank. Morgan and his management team began assembling this transaction more

than a year ago.

Through this agreement, Brand Group is taking an important step to strengthen its

capital base and position Brand Bank to continue its 105-year tradition as one of the

leading community banks in the metro-Atlanta market. We are excited that we have

attracted such a quality team of investors and management partners to help us

grow, Mr. Morgan said.

We will always uphold the values and characteristics that have historically made

Brand Bank such a strong and successful institution. Brand Bank remains committed

to the roots it established more than a century ago. The Brand/Morgan family will

remain significant shareholders. Indeed, we and certain members of management

will invest more in the company as part of these transactions, he added.

Since it opened in 1905, Brand Bank has been a cornerstone financial institution in

Gwinnett County, Georgia. Brand Bank was founded by Bartow Morgans 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. The Bank has assets of more than $1.2billion, serving businesses, municipalities and individuals in one of Metropolitan

Atlantas fastest growing areas.

I believe that the contemplated transactions provide a great opportunity to build

upon Brand Banks long history, said Mr. McKinley, the incoming Executive

Chairman. I am looking forward to working with Bartow Morgan.

Transaction Details

The investment agreements contemplate investments in private transactions of up to

$200 million in additional capital in Brand Group. Initially, investors will purchase

approximately $125 million in a transaction expected to close in the first quarter of


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32011. Further investments of up to $75 million may be made in the next two years.

These investments are subject to closing conditions, including, among others,

receipt of shareholder and regulatory approvals, obtaining additional capital

commitments in private transactions, the absence of any material adverse effect on

Brand Group prior to closing, and the satisfaction of certain conditions with respect

to Brand Groups financial condition.

As a result of the transaction, new directors will be elected, including:

Representatives from Carlyle, Stephens Group and Nonami LLC

John E. McKinley, III

Three independent board members, including Patrick Flinn

Current Brand Group directors Bartow Morgan Jr. and Brand Morgan, CEO of Brand

Properties, will remain on the board; while current Brand Bank directors Richard

Tucker and Jim Henderson will be elected to the Brand Group board. The BrandBanks board of directors will continue to serve the bank.

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 Carlyles 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 LLC Nonami LLC is aprivate company owned by the Cousins


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4family. Tom Cousins is Chairman Emeritus and Founder of Cousins Properties Inc.,

a leading real estate company in Atlanta.

Sunrise Securities Corp. and 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 LLC),

and Jones Day (McKinley and other investors).

The securities to be offered in the transactions described in this release will not be registered underthe Securities Act of 1933 or any state securities laws and may not be offered or sold in the UnitedStates absent such registration or an applicable exemption from such registration requirements. Thispress release does not constitute an offer to sell or the solicitation of an offer to buy the securities, norshall there be any sale of the securities, in any jurisdiction or state in which such offer, solicitation orsale would be unlawful.

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About Brand Group Holdings Inc. and The Brand Banking Co.

Brand Group Holdings Inc. is the $1.2 billion bank holding company for The Brand BankingCompany, a full service bank serving the needs of individuals and businesses in GwinnettCounty 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. TheBrand Banking Co. is led today by founder E.M. Brands great great grandson, BartowMorgan 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 Buckheadarea of Atlanta, and mortgage offices throughout Georgia, Alabama and Tennessee.

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