Clinton Group Issues Letter To Board Of Directors Of First NBC Bank Holding Company Regarding Executive Management

NEW YORK, Nov. 29, 2016 /PRNewswire/ -- Today, Clinton Group, Inc. ("Clinton Group"), a stockholder of First NBC Bank Holding Company ("First NBC" or the "Company") (NASDAQ: FNBC), issued an open letter to the board of directors of First NBC.  Clinton Group has proposed that the First NBC Board replace the current CEO as soon as practicable.

This communication is not a proxy solicitation, which may be done only pursuant to a definitive written proxy statement.

About Clinton Group, Inc.
Clinton Group, Inc. is a diversified asset management firm that is a Registered Investment Advisor. The firm has been investing in global markets since its inception in 1991 with expertise that spans a wide range of investment styles and asset classes.

CLINTON GROUP, INC.
510 Madison Avenue, 9^th Floor
New York, New York 10022
November 29, 2016

First NBC Bank Holding Company ("First NBC or the "Company")
210 Baronne Street
New Orleans, Louisiana 70112

Attention:         Board of Directors

Gentlemen:

In my letter of November 9, 2016, I encouraged First NBC Bank to be as transparent as possible about its plans, its business model and its path forward.  As this has not happened yet the market continues to trade on rumor, innuendo and unfounded speculation.  Moreover, while I am sure that you are all working diligently to a resolution of the bank's issues, the apparent inaction of the management and board and lack of publicly disclosed steps towards a brighter future has led me to contemplate the fitness of the current management and board for the task at hand.

In the last twelve months the board and management appear to have taken little substantive, transformative and, most importantly, visible action to cure the ills besetting First NBC Bank.  While several concrete steps have been taken by the board – namely the hiring of Sandler O'Neill and Partners and Piper Jaffray to consider strategic options and engaging a law firm to address the spurious claims advanced by a hostile short seller – both of these decisions were essentially forced upon the bank by the actions of the short-seller after they suggested a pre-packaged bankruptcy in a letter of Oct. 25, 2016.  Even more significantly, no definitive strategic plan has been disseminated to the investing public. Equally disheartening is that many of the issues facing the bank, and the concomitant need for a solution, have been apparent for some time.  The impact of Basel III on the bank's deferred tax allowance has been known for years and the need for capital at the bank and the holding company comes as a surprise to no one.  Mr. Ryan addressed the need for capital during the investor conference call of September 8, 2016 and stated that a raise was being discussed with several banking firms and that First NBC was considering a variety of instruments including subordinate debt, preferred equity and common equity. He also strongly stated that common equity was the last choice in the bank's quest for capital. He addressed the bank's capital planning process:  "We always have done capital planning. Because of our growth, we planned one- and five-year capital plans. We are looking to return to well-capitalized status as quickly as we can."   I would also point out that FNBC stock closed at $12.86 on September 8, 2016 and had traded over $20 less than two months prior.   Given this aforementioned attention to capital, I find it staggering that the bank still appears to be struggling to find an answer to its capital needs and is doing so at a time when the cost and dilution to shareholders is much, much higher than what it would have been just months ago and before it was deemed to be in "troubled condition" by the Federal Reserve Bank of Atlanta ("FRB") and Louisiana Office of Financial Institutions ("OFI") and also before it entered into a consent order with the FDIC and the Louisiana Office of Financial Institutions.

But my concerns extend to more than just First NBC Bank's capital levels.  First NBC Bank Holding Company's 10-K identified material weakness related to its control environment and risk assessment process and singled out the Chief Executive Officer for special criticism.

I would strongly suggest that the board properly execute its fiduciary duty and address the material weaknesses in management by replacing the current chief executive officer as soon as practicable.  A new, competent and well regarded CEO might both be able to execute more effectively and engender confidence in the investor community. Additionally, First NBC Bank clearly needs to aggressively restructure its balance sheet and business model and we are unsure that the current board, although whose members are all successful in their own rights and well-regarded members of the New Orleans business community, has the specific skills needed for the job ahead. Also, the relative paucity of ownership of First NBC Bank Holding Company by the board (the total Board and institutions affiliated with Board members – apart from Castle Creek Partners ­– owns barely over 5% of the company) does not necessarily point to an alignment of interests with the shareholders. This situation argues for greater board representation for shareholders. Therefore, we urge First NBC Bank to augment its board composition by whatever means possible including designating substitute nominees via the process delineated in your proxy statement dated October 17, 2016.  We would be happy to suggest qualified candidates for the board of First NBC Bank Holding Company that have had experience serving on boards of banks that successfully recapitalized and achieved successful outcomes for investors. The investor community as well as other interested parties - such as auditors and regulators - might also find new blood encouraging.

We believe strongly that First NBC Bank can have a bright future but that future dims through each passing day of inaction.  I urge you to move forward with all due alacrity.  Furthermore, in light of recent rumors regarding a potential sale of First NBC Bank, I would urge you to consider the long-term value of the bank as you contemplate the options ahead of you. Our analysis suggests that the bank could be worth significantly more than its current trading level (perhaps in excess of a 50% premium) and we would be disappointed to see a sale of a premier New Orleans banking franchise occur at a bargain-basement price. As always, I can be reached at 212-825-0400 for further discussion.

Yours Truly,

Scott Arnold

SOURCE Clinton Group, Inc.