Trustmark Corporation Completes Merger with BancTrust Financial Group, Inc.

  Trustmark Corporation Completes Merger with BancTrust Financial Group, Inc.

Business Wire

JACKSON, Miss. -- February 15, 2013

Trustmark Corporation (NASDAQ:TRMK) (“Trustmark”) today announced the
completion of its merger with Mobile, Alabama-based BancTrust Financial Group,
Inc., effective as of the close of business on February 15, 2013, as well as
the merger of BankTrust with and into Trustmark National Bank.

Gerard R. Host, President and CEO of Trustmark, stated, “We are delighted to
expand the Trustmark franchise across Alabama, including the attractive
Mobile, Montgomery and Selma markets, as well as strengthening our franchise
along the Florida Panhandle. After months of anticipation and planning, we are
excited to welcome our newest clients and associates to the Trustmark family.
We have dedicated significant time and resources in preparation for the merger
to ensure a seamless transition and integration process and will be
communicating directly with each customer with detailed information about the
transition of their accounts to Trustmark. At this time, BankTrust customers
should continue to conduct their banking business as usual, using existing
branches, checks and ATM or debit cards until the completion of system changes
during the weekend of March 23-24. Beginning March 25, 2013, BankTrust
customers will have an expanded offering of products and services, as well as
the convenience provided by more than 170 additional Trustmark banking centers
in Florida, Mississippi, Tennessee and Texas.”

Subject to the terms of the merger agreement with BancTrust dated May 28,
2012, Trustmark will issue approximately 2.25 million shares of its common
stock for all issued and outstanding shares of BancTrust common stock, with
holders of BancTrust common stock receiving 0.125 shares of Trustmark common
stock for each share of BancTrust common stock that they owned. BancTrust’s
registered shareholders will receive a letter of instructions describing the
procedure for exchanging their certificates.

In connection with the merger, Trustmark today completed the purchase of
BancTrust’s 50,000 shares of Fixed Rate Cumulative Perpetual Preferred Stock,
Series A (the “Preferred Stock”), along with the Warrant associated with the
Preferred Stock, from the U.S. Department of Treasury.

Additional Information

Trustmark Corporation is a financial services company providing banking and
financial solutions through approximately 220 offices in Alabama, Florida,
Mississippi, Tennessee and Texas.

Forward-Looking Statements

Certain statements contained in this document constitute forward-looking
statements within the meaning of the Private Securities Litigation Reform Act
of 1995. You can identify forward-looking statements by words such as “may,”
“hope,” “will,” “should,” “expect,” “plan,” “anticipate,” “intend,” “believe,”
“estimate,” “predict,” “potential,” “continue,” “could,” “future” or the
negative of those terms or other words of similar meaning. You should read
statements that contain these words carefully because they discuss our future
expectations or state other “forward-looking” information. These
forward-looking statements include, but are not limited to, statements
relating to anticipated future operating and financial performance measures,
including net interest margin, credit quality, business initiatives, growth
opportunities and growth rates, among other things, and encompass any
estimate, prediction, expectation, projection, opinion, anticipation, outlook
or statement of belief included therein as well as the management assumptions
underlying these forward-looking statements. You should be aware that the
occurrence of the events described under the caption “Risk Factors” in
Trustmark’s filings with the Securities and Exchange Commission could have an
adverse effect on our business, results of operations and financial condition.
Should one or more of these risks materialize, or should any such underlying
assumptions prove to be significantly different, actual results may vary
significantly from those anticipated, estimated, projected or expected.

Risks that could cause actual results to differ materially from current
expectations of Management include, but are not limited to, changes in the
level of nonperforming assets and charge-offs, local, state and national
economic and market conditions, including the extent and duration of the
current volatility in the credit and financial markets, changes in our ability
to measure the fair value of assets in our portfolio, material changes in the
level and/or volatility of market interest rates, the performance and demand
for the products and services we offer, including the level and timing of
withdrawals from our deposit accounts, the costs and effects of litigation and
of unexpected or adverse outcomes in such litigation, our ability to attract
noninterest-bearing deposits and other low-cost funds, competition in loan and
deposit pricing, as well as the entry of new competitors into our markets
through de novo expansion and acquisitions, economic conditions, including the
potential impact of the European financial crisis on the U.S. economy and the
markets we serve, and monetary and other governmental actions designed to
address the level and volatility of interest rates and the volatility of
securities, currency and other markets, the enactment of legislation and
changes in existing regulations, or enforcement practices, or the adoption of
new regulations, changes in accounting standards and practices, including
changes in the interpretation of existing standards, that affect our
consolidated financial statements, changes in consumer spending, borrowings
and savings habits, technological changes, changes in the financial
performance or condition of our borrowers, changes in our ability to control
expenses, changes in our compensation and benefit plans, greater than expected
costs or difficulties related to the integration of acquisitions or new
products and lines of business, natural disasters, environmental disasters,
acts of war or terrorism, the ability to maintain relationships with
customers, employees and suppliers as well as the ability to successfully
integrate the business and realize cost savings and any other synergies from
the BancTrust merger as well as the risk that the credit ratings of the
combined company or its subsidiaries may be different from what Trustmark
expects and other risks described in our filings with the Securities and
Exchange Commission.

Although we believe that the expectations reflected in such forward-looking
statements are reasonable, we can give no assurance that such expectations
will prove to be correct. Except as required by law, we undertake no
obligation to update or revise any of this information, whether as the result
of new information, future events or developments or otherwise.

Contact:

Trustmark Corporation
Investor Contacts:
Louis E. Greer, 601-208-2310
Treasurer and Principal Financial Officer
or
F. Joseph Rein, Jr., 601-208-6898
Senior Vice President
or
Media Contact:
Melanie A. Morgan, 601-208-2979
Senior Vice President
 
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