Curious Wrinkle in $55M Alabama Deal: Buyer to Assume the Smaller

bank - $277 million-asset Alabama National Bancorp. - will be the survivor. The Shoal Creek-based multibank holding company Friday inked a deal worth $55 million to join forces with National Bank of Commerce, Birmingham. While the National Bank of Commerce is bigger by $130 million of assets, it agreed to become a wholly owned subsidiary of the smaller company as a way of becoming publicly traded, at the same time avoiding the expense and time that process normally requires, it said. "It's an unusual transaction in that Alabama National will be the surviving entity," said Victor E. Nichol, chief financial officer of National Bank of Commerce. "But the result will be that NBC shareholders will own the majority interest in the company, as well as have a majority of representation on the board." Shareholders of National Bank of Commerce, 86% of which is owned by two Birmingham families, would own a controlling 50.1% of Alabama National after the deal. The smaller bank has also agreed to assume $17.9 million of debt from National Bank of Commerce. The board of Alabama National would double to 14, seven of whom will be current National Bank of Commerce board members. A deciding vote would be given to a 15th board member - from National Bank of Commerce, the banks said. In another example of how the Commerce principals will retain control, Alabama National's top executives, James A. Taylor, the chairman and chief executive, and Frank W. Whitehead, chief financial officer, would have to vote their shares with National Bank of Commerce's management. They would be paid $1.2 million in return as part of this arrangement. The two banks began discussions earlier this year after they bid against each other over a $35 million-asset thrift that was ultimately acquired by National Bank of Commerce. "In trying to acquire new banks, we were butting heads with them," said Mr. Whitehead of Alabama National, which just went public itself last fall. "They run their bank similar to the way we do, and we just thought it was foolish to be bidding against each other."