Thank you for standing by, welcome to the Colony Bank conference call First Reliance merger. All lines have been placed on mute to prevent any background noise. After the speaker's remarks, there will be a question and answer session. If you'd like to ask a question during this time, simply press star followed by the number one on your telephone keypad. If you'd like to withdraw your question, again, press star one. Thank you. I'd now like to turn the call over to Brantley Collins, Communications Manager. You may begin.
Thanks, Rob. Before we get started, I would like to go through our standard disclosures. Certain statements we make on this call could be constituted as forward-looking statements within the meaning of the Securities Act of 1933 and the Securities Exchange Act of 1934. Current and prospective investors are cautioned that any such forward-looking statements are not guarantees of future performance but involve known and unknown risks and uncertainties .
Factors that could cause these differences include, but are not limited to, pandemics, variations of the company's assets, businesses, cash flows, financial condition, prospects, and other results of operations. I would also like to add that during our call today, we will reference our Colony and First Reliance Merger Investor Presentation, which was filed yesterday and available on our website. For additional cautionary statements, refer to slides two and three in our investor presentation, as well as our press release and related SEC filings, which are also available on our website. With that, I will turn the call over to our Chief Executive Officer, Heath Fountain.
Thanks, Brantley, thank you everyone for joining us on our call today as we share the exciting news about a transformational partnership of two premier Southeast franchises. Yesterday, we announced the signing of a definitive merger agreement with First Reliance Bancshares, which will bring together two strong institutions with highly aligned cultures and values centered around an exceptional team member and customer experience.
Joining Derek and me today here in Charleston, South Carolina, we have Rick Saunders, Founder and Chief Executive Officer of First Reliance, and Robert Haile, Chief Financial Officer of First Reliance. In addition to other members of First Reliance leadership joining our team, we are pleased that Rick will be joining Colony as Executive Vice Chairman, member of the executive management team, and member of the Colony Board of Directors. Robert will also be joining Colony as our Chief Investment Officer and Treasurer.
We are excited to discuss this partnership where we will bring together two deeply respected community banks to create a premier financial institution across our combined Southeast footprint. Colony's 50-year legacy is built on relationship-driven banking, a deep commitment to the communities we serve, along with diversified banking solutions and consultative advice for our customers. This alliance positions the combined institution to deliver an exceptional level of service by pairing First Reliance's strong local relationships with Colony's advanced digital tools, complementary lines of business, and robust balance sheet.
Rick has built a first-class franchise over the years, and we have the utmost respect for the caliber of bank he and his team have put together. First Reliance brings a reputation for premium customer service, a sophisticated banking platform, and a relationship-based culture that has earned them an incredibly loyal customer base and a reputation as a top workplace. The state of South Carolina has experienced significant growth over the last several years and is well positioned to continue that trend.
First Reliance operates in South Carolina's key growth corridors from the upstate, including Greenville, the Midlands and Columbia market, coastal communities like Charleston and Myrtle Beach, and has a strong foothold and market share in Florence. The addition of these markets to our footprint creates a significant opportunity for organic growth for the combined company. To that end, South Carolina is also a state that has seen a considerable amount of community bank consolidation, which positions us well to compete against larger regional and national banks, a trend that we have also seen across our footprint.
This continued consolidation in the Southeast has left our markets with fewer high touch, relationship focused banking options and created a service gap between smaller community banks and large regionals. By bringing Colony and First Reliance together, we are filling that void and establishing an institution that is large enough to handle major lending needs, but local enough to remain focused on our customer relationships. We are also excited to combine our mortgage operations.
First Reliance has a highly regarded mortgage division with an efficient, high volume production model across their footprint. By adding our retail production to First Reliance's model, it allows us to optimize our residential lending profitability while expanding specialized product offerings for our customers. Overall, this partnership delivers a compelling strategy for both of our teams to win together.
We realized quickly that we don't have to change who we are, but rather combine our playbooks on the path forward to build a high-performing bank with a focus on relationship-based services to our customers and communities. Together, we are creating an institution with the asset size, product depth, management talent, and localized agility to drive superior long-term returns for our shareholders and an incredible banking experience for our customers.
Derek will run through the metrics on the transaction, but this places Colony as one of the highest performing Southeast community banks in terms of ROA and return on common tangible equity. We expect the transaction to close in the fourth quarter of this year with a planned systems conversion and customer integration in the second quarter of 2027. The Colony management team has a proven track record of successful integrations with strong execution while maintaining the customer experience. Now I'm going to turn it over to Rick Saunders to expand more on our partnership. Rick?
Thank you, Heath, and good morning, everyone. I am proud to be here today to share this next chapter for First Reliance. Since I founded First Reliance back in 1999, our guiding principle has always been our people, our culture, and our communities. Providing an exceptional banking experience and prioritizing superior customer service is the absolute cornerstone of how we do business every single day. Over the past several years, as Heath and I have gotten to know each other, it was clear to me that Colony and First Reliance shared a very similar vision for how to operate and grow a community bank.
Over the last several months, as our teams have spent more time together, it became clear that Colony was the ideal partner for First Reliance. The more time I spent with the Colony team, the more I realized just how aligned we are. We share the same values, a mutual respect for our teams, and a shared commitment to the art of relationship banking. This partnership allows us to build upon the strong foundation of everything we've accomplished over the last 27 years of developing the First Reliance brand.
By joining forces, we are bringing scale and enhanced operational efficiency to our existing branch footprint across South Carolina's premier markets. For our customers in South Carolina, this means continuity. They will also continue to experience the same high-touch, localized care they've always experienced from First Reliance, backed by a broader array of products and capabilities. This continuity goes well beyond Robert and myself. I'm thrilled that our key leaders are staying on and stepping into expanded roles in the combined company.
Justin Strickland is our president for South Carolina, Brook Moore is our South Carolina credit officer, and Chuck Stuart as co-president of Colony Mortgage. The fact that our team is energized to keep building together tells you everything about the culture fit we found in Colony. I am confident that bringing together all of our strengths in the combined company, we will be able to create a premier regional franchise built upon the legacy that both banks are known for. With that, I'll turn it over to Robert Haile for some additional comments.
Thank you, Rick. This partnership creates financial strength, and together, the combined company will be able to leverage scale and begin to capture efficiencies and boost earnings power from day one. First Reliance has spent decades cultivating a strong core deposit base alongside a high-quality loan portfolio. The combined balance sheet gives us the financial runway to capture market share without compromising our risk profile. Our deposit base is the engine of this company. We've kept our cost of deposits below peers through every part of this rate cycle.
That funding strength is what makes the combined balance sheet so powerful. We will be able to compete with larger regional players while preserving our customer-focused service model. I'm proud of the financial performance our team has accomplished and believe that it will serve as a powerful catalyst for the combined company's future growth. We will be able to capitalize on Colony's existing products and services to enhance our customer experience and create revenue synergies across our customer base. I look forward to working with Derek, Heath, and the Colony team to ensure a seamless integration while maintaining our customer service standard and maximizing shareholder value. I'll now hand it over to Derek to discuss the financial metrics in more detail.
Thank you, Robert. As Heath mentioned, we expect the transaction to close in the fourth quarter of this year, followed by a systems conversion in the second quarter of 2027. The transaction summary is provided on slide 11 of the investor presentation. The total transaction value is $163 million, and the consideration mix is structured as 80% stock and 20% cash. Each First Reliance shareholder will be able to elect to receive $19.75 in cash or 0.94 shares of Colony common stock for each share of First Reliance common stock, subject to proration and allocation procedures.
The combined company, on a pro forma basis, will have approximately $5 billion in assets, with gross loans of approximately $3 billion and total deposits of about $4 billion. The transaction is expected to be immediately accretive to Colony's earnings per share, excluding one-time merger-related expenses. Key financial assumptions are highlighted on slide 12, with expected cost saves of approximately 35%, a gross credit mark of 1.05%, and a loan rate fair value mark of approximately $22 million, or 2.64% of First Reliance's gross loans.
These assumptions reflect a thorough due diligence process. Our team reviewed 77% of the commercial real estate portfolio and every non-mortgage loan over $725,000. As a reminder, we were an early adopter of the new CECL standard that eliminates the CECL double count. Consensus 2027 ROA of 1.15% was used for our modeling, and pro forma ROA after fully phased-in cost saves is 1.35%, an increase to ROA of 20 basis points. Pro forma capital ratios remain healthy for the combined company and are shown on slide 13 w e anticipate fully phased EPS accretion to exceed 20%.
Tangible book value dilution is manageable and expected to be earned back in less than three and a half years. Details behind these impacts can be found on slides 16 and 17 in the investor presentation. In addition to the pro forma financial metrics, we have identified revenue synergies that we believe we will be able to achieve in the combined company. These are not included in our pro forma modeling t his is expected to increase earnings and shorten the overall earn back as those materialize.
First Reliance Mortgage sells directly to Fannie and Freddie, and once we are able to combine the two mortgage divisions, we see this as an opportunity to enhance revenue across Colony's existing mortgage lending platform. First Reliance also operates in many high-growth, high-net-worth markets where we'll be able to expand our reach of Colony financial advisors. We'll also be working to expand Colony Insurance into the South Carolina markets, in addition to expanding credit cards, merchant services, and treasury services into First Reliance's existing footprint and offer a wide variety of products to better serve the customers in those markets.
Overall, we consider this to be a compelling partnership. First Reliance has done a great job in many attractive South Carolina markets. We are excited about the journey forward together, and I look forward to working with the First Reliance team. I will now turn it back over to Heath for any final comments before we take questions.
Thanks, Derek and Rick and Robert. We're excited to take this transformational step by entering into this partnership with First Reliance. We view this as beneficial for our shareholders, who get a higher performing company, our team members, who get more opportunity, and our customers and communities who get a bigger platform that focuses on community bank service. This places Colony in a unique position of high-performing community banks in coveted Southeast markets, poised to continue our purpose to enable progress for better lives. I'll now ask Rob to open up the line for questions.
Thank you. If you'd like to ask a question, please press star one on your telephone keypad. If you would like to withdraw your question, simply press star one again. Your first question comes from the line of David Bishop from Hovde Group. Your line is open.
Hey, good morning, gentlemen. Congrats on the deal.
Thanks, David.
Good morning, Dave.
Thank you. Hey, Heath, I'm just curious, as you look at the current First Reliance footprint as it stands within South Carolina, just curious as you think ahead, I know it's maybe putting the cart before the horse, but do you envision maybe expanding from a de novo basis even more materially in terms of what's currently on the ground there? Just maybe curious as you look ahead over the next couple of years.
Yeah, I think that.
De novo expansion.
When you look at the footprint they have, it covers a majority of the areas, I think, that we want to be in in South Carolina. There is a little space there as you think about our markets in Savannah and Augusta and what you have in, say, the Aiken, Augusta area, an opportunity to expand more there. I think we'll be looking to Rick and Justin and others on the First Reliance team to continue what they were doing in terms of expansion efforts where we need to look for additional offices.
I think we're really excited about the organic growth, and some of that can be done certainly from the existing offices, but it gives you a new platform to launch potential new offices throughout other parts of South Carolina or additional offices in the markets we're already in, especially as we look to add wealth and other things. There'll be a real opportunity to add to the team here.
Got it. I got to imagine with the larger combined balance sheet, does that allow the legacy First Reliance to maybe move sort of quote unquote upmarket in terms of looking at larger lending relationships maybe they didn't have the capacity to do before?
I think as we've seen in other deals that we've done in the past, by combining being able to do a little bit larger transaction, I think their team's going to have access to be able to do more for customers they already have a relationship with.
David, this is Rick. I'll add my team's already putting a list of names together. They've not been able to touch for quite a while. They're excited about the opportunity to attack the competitive nature of some of these larger clients we haven't been able to bank. Yes, we're going to certainly take advantage of that.
Got it. Sounds great. Heath, you alluded to, but maybe speak a little bit more about the ability to leverage the existing Colony fee income platform into the deal. Just curious where you're both pulled up in terms of leveraging sort of core competencies.
Yeah. We're super excited. As I mentioned, we have very similar sized mortgage businesses, putting those together, we think it's going to be really great and setting that up to really grow from that, having that kind of volume that the combined company will have. We have a lot of opportunity to get more access to products and be very efficient in how we deliver those. We're excited about that.
Of course, adding insurance, as Derek mentioned, really adding financial, our wealth group, I think the opportunity to recruit some wealth folks in South Carolina. Adding insurance, adding merchant services to their treasury platform, adding credit cards. I think there's a real opportunity. Of course, we don't model any of that into our assumptions, I think there's a lot of revenue synergies that exist there, we're excited about being able to do that.
Got it. One final question, I'll pass the floor. More a modeling question. Heath, Derek, if I look at the slide deck, if I interpret it right, for those people who are not fans of purchase accounting accretion marks, it looks like the offset of the CDI and other adjustments basically offset the accretion, the real accretion basically comes down to the cost savings and maybe where you expect to realize the bulk of those cost savings. Thanks.
Yeah, I'll speak to that, Derek, if you want to add any specifics. I think we can all say, David, nobody's a fan of what the accounting industry has done to make this as complicated as possible. I will say that one thing to think about when you look at the interest rate marks on the loan portfolio, as long as we're growing and replacing those loans, those are real because we mark that up, then as we continue to renew loans and as we grow, that's going to come in at those current rates as well. We see that, it's different than credit rate marks where it's kind of one time until you get through it.
On the interest rate mark, those are what I consider real interest income there, that accretion, because it will recur. On the cost savings, we've gone through an extensive amount of due diligence. There's obviously, as we look at the combined company, there are going to be some new positions created, there'll be some efficiency created as well. Also, this big a size, we got some opportunities to leverage some of our technology partnerships and other vendors to get some real cost savings.
Obviously, like almost, there's going to be a decent amount of savings on the personnel side of the combined company, also on the vendor and technology side, a big amount of it coming from there. We feel good about those numbers. We've gone through an extensive diligence process, and of course, over the coming months, we'll be working through that. Expecting to have the core conversion in the second quarter of 2027, which is why we've modeled it out with the cost savings taking a little bit longer because we've got to run duplicate systems till basically the middle of next year.
Great. Appreciate the color.
If you'd like to ask a question, press star one on your telephone keypad. We have a question from the line of Ross Haberman from RLH Investment. Your line is open.
Good morning, gentlemen. Nice deal. Just a quick question on further expansion in South Carolina. What are your thoughts about that, what are the areas that are of most interest going forward? Thank you.
Hey, Ross. Good morning. As I mentioned earlier, this does kind of leave a hole for us in between our Georgia franchise and where the South Carolina franchise starts. We'd love to grow our area in sort of that Augusta, North Augusta, Aiken market. I think otherwise, we feel good about the markets that we're in. Rick, you want to talk about what y'all's plans have been for further growth in South Carolina?
We've operated our model in a very branch-like strategy. I think particularly along the coast, Charleston in particular, Myrtle Beach, we felt like that we were going to need at least 2 or 3 mi in each space, we have a significant amount of population that's unbanked by us that we felt like we could be targeting. As far as strategy for our company, before we entered into these discussions, we felt like new market expansion was kind of off the table until we kind of filled in the holes in the markets we were already in. There's a lot of opportunity still left in Charleston and Horry County. Those are the kind of things we can talk through about what makes the most sense as we move forward. We haven't begun to scratch the surface in either Horry County or Charleston County.
Yeah. I think overall, when you look at our franchise together now, we've got significant opportunity to grow organically for a long time before having to go to new markets. I think y'all's approach in the past and ours is the same thing. Though as we get opportunity, the expansion's really about people, not just the markets. Some of the other M&A disruption that's happening out there may give an opportunity to hire talent that you might not get for a while. I think our expansion will be driven more off being able to get talent than it will on exactly geography.
Thank you very much.
There are no further questions at this time. I will now turn the call back over to Heath Fountain for closing remarks.
Well, thank you again, everybody, for being on the call today. Thank you for your support of Colony. We look forward to sharing our progress with you as we move through this process with the First Reliance team, and we appreciate you being on the call today. Thanks, and have a great day.
This concludes today's conference call. Thank you for your participation. You may now disconnect.