Commerce Club-191 Club merger getting closer

When the Commerce Club board meets on Thursday, it will be presented with an outline of a proposed term sheet to merge with the One Ninety One Club.

But the board will be given a month to review those terms before being asked whether to approve the merger with the One Ninety One Club, according to David Ratcliffe, CEO of the Southern Co. who is chairman of the Commerce Club board.

Merger discussions have been underway since last May. The deal is complicated because it would involve moving Atlanta’s historic Commerce Club from Five Points, where it has been since its inception, to the One Ninety One Peachtree Tower.

The merger talks have been difficult because the One Ninety One Club is controlled by a private company, Dallas-based ClubCorp of America, which in turn is owne by the KSL private equity firm. ClubCorp has never entered into a similar merger agreement with a civic club.

As proposed, the One Ninety One Club, now on the 4th floor of the One Ninety One Peachtree building, would become the Commerce Club. That new merged club would be built out on the top two floors of the building in the space formerly occupied by the King & Spalding law firm.

The building’s owner, Cousins Properties, ClubCorp and the Commerce Club, are all expected to chip in on the renvoation of the new space. That amount is estimated to be about $7.5 million.

The new club would be managed by ClubCorp, which has made some people in the community concerned that a non-Atlanta entity would have so much oversight of the Commerce Club, an institution that has been critically important to the city’s progressive growth.

Commerce Club board members, however, have said they would still have the final say-so on the club’s role in the community.

In February, Ratcliffe told me that if the deal didn’t come together by the March meeting, it probably wouldn’t happen.

Today, Ratcliffe said: “We think we are very close. The hard part of these things is that you’ve got to contemplate bad things happening, if we decide we don’t like each other.”

Now the decision on whether to move ahead with the merger will rest with the Commerce Club board.

“We will give folks a chance to review the (proposal),” Ratcliffe said. “And we will answer questions about the term sheet. After that, we will move to drafting a definitive contract. Then we will come back in April for the vote.”