Hamilton State Bancshares, Inc. Completes Private Offering

Hoschton, GA (February 28, 2011) — Hamilton State Bancshares, Inc. (the “Company”) today announced that it has completed a private offer and sale of common stock and securities convertible and exercisable into common stock that together resulted in proceeds of approximately $231.6 million, before placement agent fees and estimated offering expenses.  The offering was led by investments in the Company by affiliates of Angelo, Gordon & Co. and Tailwind Capital, each of which invested approximately $60 million in the Company.  The Company intends to use a portion of the proceeds from the investments to (i) repurchase the Company’s preferred stock issued to the U.S. Department of the Treasury as part of its Capital Purchase Program, subject to receipt of necessary regulatory approvals, (ii) contribute capital to Hamilton State Bank and (iii) pursue available strategic growth opportunities, including, but not limited to, the acquisition of failed or distressed depository institutions in FDIC-assisted transactions. 

“We’re very pleased with the results of the offering,” said the Company’s Chairman and Chief Executive Officer, Bob Oliver.  “Our management will remain in place and we are in a strong position to pursue attractive growth opportunities in our core markets in Georgia.  We believe this transaction will yield solid benefits to both our customers and our shareholders,” added Mr. Oliver.

As part of the transaction, the Company has reconstituted its board of directors to allow the two largest new investors to appoint one board member each, and to include six additional members with significant industry experience to assist with the Company’s growth strategy.  Angelo, Gordon & Co. appointed Art Peponis, Co-Head of Private Equity, and Tailwind Capital appointed Larry Sorrel, Managing Partner, to the Company’s board of directors.  Four of the Company’s new directors are independent: Ray Christman, the former president and Chief Executive Officer of the Federal Home Loan Bank of Atlanta, Joseph Sclafani, former Executive Vice President, Controller and Chief Accounting Officer of JPMorgan Chase, Steven Shafran, former Senior Advisor to the U.S. Treasury Secretary, and John Walker, a leading banking lawyer with 30 years of practice experience.  In addition, Denis O’Leary, a twenty-five year veteran of JPMorgan Chase with considerable experience in retail and small business banking, was appointed as a director.  Mr. Oliver continues to serve as a director and the President and Chief Executive Officer of the Company.   

Goldman, Sachs & Co. and Burke Capital Group, a division of Morgan Keegan, acted as placement agents for the offering.  Alston & Bird LLP and Simpson Thacher & Bartlett LLP acted as counsel to the Company.  Cleary Gottlieb Steen & Hamilton LLP acted as counsel to Angelo, Gordon & Co. and Davis Polk & Wardell LLP acted as counsel to Tailwind Capital.

This press release does not constitute an offer to sell, or the solicitation of an offer to buy, any securities.  The common stock, convertible securities and warrants sold have not been registered under the Securities Act of 1933, as amended, or the securities laws of any other jurisdiction and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.

Media Contacts: Robert C. Oliver, Chairman and CEO, and 
                           Michael E. Ricketson, EVP and CFO
                           (770) 868-2660 – Company main line


About Hamilton State Bancshares, Inc.

The Company is a Georgia corporation and a registered bank holding company. The Bank is a Georgia state bank and was established and commenced operations on September 20, 2004. Through the Bank, the Company specializes in providing commercial banking services to small to medium-sized businesses in north Georgia. The Company operates six full service branches: Braselton, Gainesville, Oakwood, Jefferson, Hoschton and Cumming, serving the four-county area of Jackson, Hall, Forsyth and Barrow counties. The Bank conducts a full range of banking services from its branch locations, including:  commercial, real estate and consumer lending; deposit products; cash management services; and personal, business and online banking services.  For more information, please visit

Cautionary statement regarding forward-looking statements

This press release contains certain forward-looking statements. These forward-looking statements may be identified by words such as “believes,” “expects,” “anticipates,” “projects,” “intends,” “should,” “seeks,” “estimates,” “future” or similar expressions or by discussion of, among other things, strategy, goals, plans or intentions. Various factors may cause actual results to differ materially in the future from those reflected in forward-looking statements contained in this press release, including among others: (1) developments in financial market and economic conditions; (2) delay or inability in obtaining regulatory approvals; and (3) legislative and regulatory developments; and (4) litigation.


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