Friday, December 31, 2021

Jelena McWilliams to resign as FDIC chair

Jelena McWilliams will resign as chairman of the Federal Deposit Insurance Corp.

McWilliams, who has chaired the agency since June 2018, said in an open letter to President Biden on Friday that she will step down on Feb. 4. 

“Serving the American people alongside the dedicated career professionals of the FDIC has been the highlight of my professional life,” she said in the letter. 

“Throughout my tenure, the agency has focused on its fundamental mission to maintain and instill confidence in our banking system while at the same time promoting innovation, strengthening financial inclusion, improving transparency, and supporting community banks and minority depository institutions,” she added.

The resignation comes weeks after McWilliams clashed with other members of the FDIC board. 

On Dec. 9, Consumer Financial Protection Bureau Director Rohit Chopra and FDIC board member Martin Gruenberg announced that the board had approved a request for information on bank merger reviews. Acting Comptroller of the Currency Michael Hsu also backed the effort. 

McWilliams rejected and invalidated the effort, arguing that the historical agency practices allowed her, as the FDIC chair, to block a vote on the proposal.

Thursday, December 30, 2021

Mercantile, First United form charitable foundations

A pair of banks has formed charitable foundations before the end of 2021. 

Mercantile Bank in Grand Rapids, Mich., said in a press release Thursday that it had created the Mercantile Bank Foundation to fund and administer its charitable giving activities. The bank made a $4 million initial capital contribution that will be recorded as noninterest expense in the fourth quarter. 

More contributions are expected in future periods, depending on the bank’s operating performance, financial condition and other considerations. 

The $4.9 billion-asset Mercantile has donated more than $1.6 million over the past two years to support nonprofit organizations. The foundation is extpected to make all of the bank’s 501(c)(3) donations in the future. 

First United in Oakland, Md., recently disclosed that its bank had created the First United Dreams Foundation to fund support charitable organizations and engage in other charitable activities, including making grants.

The foundation plans to seek tax-exempt status as a 501(c)(3) organization. 

The $1.7 billion-asset company made a $1 million charitable donation to the foundation, funded by using a portion of $1.4 million of insurance proceeds received in December from its prior directors and officers liability insurer.

Wednesday, December 29, 2021

RBB entering San Francisco market with latest deal

RBB Bancorp in Los Angeles will enter the San Francisco market after it buys Gateway Bank in Oakland.

The $3.8 billion-asset RBB said in a press release Tuesday that it will pay $22.9 million in cash for the $172 million-asset Gateway. The deal is expected to close in the second quarter. 

Gateway has on branch, $123 million of loans and $148 million of deposits. The bank primarily serves Asian-American communities around the San Francisco Bay. 

"Expansion into the Bay Area, with one of the largest Asian-American communities in the United States, has long been a goal of ours,” Alan Thian, RBB’s president and CEO, said in the release. “We are excited to enter this market and bring our relationship-based banking model to the Bay Area.” 

RBB said it expects the transaction to be accretive to its 2022 earnings per share in the mid-single digits. It should take less than two years for RBB to earn back a projected 1.8% dilution to its tangible book value.

RBB plans to cut about 60% of Gateway’s annual noninterest expenses.

Findley Group and Loren P. Hansen advised RBB. Janney Montgomery Scott and Godfrey & Kahn advised Gateway.

Thursday, December 23, 2021

Activist investor questions Codorus bylaw changes

An activist investor is pressing the board of Codorus Valley Bancorp to explain several bylaw changes that were not highlighted in a recent announcement about the York, Pa., company’s corporate governance changes. 

The $2.3 billion-asset Codorus issued a press release on Dec. 20 touting several changes to its board and the decision to adopt majority voting in uncontested director elections. While the company said other changes were made, it did not disclose the specifics in its release. 

Abbott Cooper, managing member at Driver Management in New York, wrote in a letter to incoming chairman Cynthia Dotzel that the other changes could be part of an effort to stymie him from nominating directors to stand for election at Codorus 2022 annual meeting. 

Cooper noted that the board moved the deadline for nominations up from Feb. 17 to Jan. 2, while requiring shareholders to request a questionnaire at least 10 days prior to that deadline.

Moving goalposts is a phrase that springs to mind,” Driver wrote in the Dec. 20 letter. 

Cooper noted in the letter that Driver applied in October with the Pennsylvania Department of Banking and Securities to acquire more shares of Codorus stock, an indication that the shareholder plans to nominate candidates to stand for election at next year’s annual meeting. 

Driver, which owns 6.7% of Codorus’ common stock, has been encouraging the company to find a buyer. Driver offered this summer to enter into a confidentiality agreement and standstill agreement with Codorus if the investor was allowed to nominate board candidates.

Wednesday, December 22, 2021

Planned Vermont bank aiming for $24M in initial capital

Organizers behind Bank of Burlington in Vermont plan to raise $24 million to $30 million of initial capital. 

The group said in its application with the Federal Deposit Insurance Corp. that the bank would focus largely on small businesses. There are no plans to offer retail loans, and most of the deposits would come from small business owners, professionals and municipalities. 

“The bank intends to become the leading small business lender in its primary market area by assembling a talented team of bankers with deep roots in the local community and focusing resources on investments in human capital and technology infrastructure,” the application said. 

Geoffrey Hesslink would serve as the bank’s chairman and CEO. He was president and CEO of Merchants Bancshares in South Burlington, Vt., which was sold to Community Bank System in May 2017. He left Community Bank System the following year. 

Several organizers have ties to Champlain Investment Partners, including CEO Judith O’Connell.

California bank hit with C&D order tied to board shakeup

Nano Banc in Irvine, Calif., has been issued a cease-and-desist order after replacing several directors and hiring a new CEO without securing approval from California’s Department of Financial Protection and Innovation. 

The state regulator issued the C&D order against the $1.2 billion-asset bank on Dec. 15. The order states that Nano Banc violated a February consent order requiring the bank to provide notice to the state regulator before making any senior management changes. 

Nano was also required to reduce its concentration of commercial real estate loans and improve its capital levels. 

The Department of Financial Protection and Innovation said in the C&D order that it recently found out that Nano’s shareholders had removed six directors and placed a pair of executive officers on administrative paid leave. The bank appointed five new directors and a new chairman and CEO without notifying the regulator, the order claimed.

“The commissioner finds that the acts described … may weaken the condition of the bank,” the C&D order said. 

The new order instructs Nano to cease operating under the new CEO and board until it receives a non-objection letter. Ignoring the order could put the bank at risk of facing civil penalties. 

Nano Financial Holdings, a fintech, obtained a bank charter in May 2018 when it bought Commerce Bank of Temecula Valley. The bank’s website makes no mention of the board shakeup or the appointment of a new CEO.

Monday, December 20, 2021

Washington Federal freed from BSA-related reg order

Washington Federal in Seattle has been freed from a three-year-old regulatory order. 

The $19.7 billion-asset company disclosed in a regulatory filing Monday that the Office of the Comptroller of the Currency has terminated a 2018 consent order it had issued to WaFd Bank.

The order required WaFd to enhance its Bank Secrecy Act program by creating a BSA-focused action plan, supplement existing customer due diligence policies and procedures and perform a BSA risk assessment, among other things. 

The bank agreed in September to pay a $2.5 million civil money penalty tied to the order, without admitting to any violations.

Bank of Montreal buying Bank of the West for $16B

Bank of Montreal has agreed to buy Bank of the West in San Francisco. 

Bank of Montreal said in a press release Monday that it will pay $16.3 billion in cash for the $105 billion-asset unit of BNP Paribas. The deal, which priced Bank of the West at 150% of its tangible book value, is expected to close by the end of 2022. 

Bank of the West, which has $56 billion of loans and $89 billion of deposits, would be merged into the $162 billion-asset BMO Harris in Chicago. Bank of Montreal has no plans to close any Bank of the West 514 branches. 

BMO said it will raise about $2.1 billion of common equity to help fund the acquisition. It will also use capital raised from selling its EMEA asset management business.

“This acquisition will add meaningful scale, expansion in attractive markets, and capabilities that will enable us to drive greater growth, returns and efficiencies," Darryl White, BMO Financial Group’s CEO, said in the release. 

“Bank of the West’s presence in many of the largest and fastest growing markets in the U.S. provides an ideal and complementary commercial and retail banking platform to fuel BMO's growth,” Nandita Bakhshi, Bank of the West’s CEO, said in the release. 

BMO said it expects the transaction to be immediately accretive to its earnings per share at closing and 10% accretive in 2024. 

The company expects to incur $1.3 billion of merger-related expenses. It plans to cut 35% of Bank of the West's annual noninterest expenses, or roughly $664 million.

About 55% of the expense cuts will involve centralized overhead and shared services, while 30% will be tied to IT efficiencies.

Bank of the West is the latest foreign-owned bank to be sold. Others include BBVA Compass, MUFG Union Bank, Bank Leumi USA and HSBC USA. 

BMO Capital Markets, Morgan Stanley; Wachtell, Lipton, Rosen & Katz; and Osler, Hoskin & Harcourt advised Bank of Montreal. Goldman Sachs; JPMorgan Chase; and Sullivan & Cromwell advised BNP Paribas.

Codorus shifts board posts, adopts new voting standard

Codorus Valley Bancorp in York, Pa., which has been facing pressure from an activist investor, has shaken up a number of board positions and adopted a majority voting standard.

The $2.3 billion-asset parent of PeoplesBank said in a press release Monday that Keith Cenekofsky would join its board, succeeding Larry Miller on Jan. 1. Cenekofsky, an accountant who is on PeoplesBank’s board, will join the audit committee. 

Miller, the company’s chairman, was succeeded as president and CEO by Craig Kauffman on Oct. 1. 

The company also said that Cynthia Dotzel will become its new chairman and J. Rodney Messick is its vice chairman. 

Codorus’ board also amended the company’s bylaws to adopt a majority vote standard for uncontested director elections, among other things. The company said its board “will continue to maintain an open dialogue with shareholders.”  

The company has been facing calls from Driver Management in New York to find a buyer. Driver, which reported a roughly 6.3% stake in Codorus this summer, had offered to enter into a confidentiality agreement and standstill agreement with Codorus, as long as it was allowed to nominate board candidates for the company’s 2022 annual meeting.

Friday, December 17, 2021

Fed approves First Citizens-CIT, two other big mergers

The Federal Reserve Board has paved the way for several large bank mergers to close. 

The Fed said in a series of press releases Friday that it had approved applications by First Citzens BancShares to buy CIT Group, Webster Financial to buy Sterling Bancorp and WSFS Financial to acquire Bryn Mawr Bank. 

First Citizens announced plans to by CIT last year. It had planned to complete the $2.2 billion acquisition in the first half of this year. The companies announced in September that they had extended the deadline for completing the deal from Oct. 15 to March 1. 

WSFS announced plans to buy Bryn Mawr in March, while the Webster-Sterling deal was unveiled in April.

Three other large deals still need Fed approval: Citizens Financial Group's pending purchase of Investors Bancorp, M&T Bank's acquisition of People's United Financial, and U.S. Bancorp's purchase of MUFG Union Bank.

Coastal Financial in Wash. plans to raise $30M

Coastal Financial in Everett, Wash., plans to raise up to $34.5 million by selling common stock.

The $2.5 billion-asset company said in a press release that it plans to sell at least $30 million of stock, with an overallotment that could bring in another $4.5 million. 

The company said it plans to use the net proceeds for a variety of purposes, including investment opportunities and its bank’s growth. 

Keefe, Bruyette & Woods is the sole bookrunning manager. Raymond James, Stephens and Hovde Group are the offering’s co-managers.

Regions to buy tech-focused M&A advisory firm

Regions Financial in Birmingham, Ala., has agreed to buy Clearsight Advisors, a McLean, Va., M&A advisory firm focused on technology firms. 

The $156 billion-asset Regions said in a press release Friday that Clearsight also works with industries such as professional services, data and information services and digital and technology-enabled services. 

The deal is expected to close by the end of this year. Regions did not disclose the price it will pay. 

Regions said it will incorporate Clearsight into its capital markets division.

Regions and Clearsight “are both known for taking a holistic, insightful view of our clients’ needs and delivering customized solutions based on our depth of market knowledge and our passion for delivering a superior client experience,” Joel Stephens, the bank’s head of capital markets, said in the release.

"The combination of Clearsight’s sector-specific M&A and financial advisory services and Regions’ extensive technology sector corporate finance, lending and capital markets solutions, represents a significant opportunity to deliver value for our collective client base,” Stephens added. 

Regions will maintain Clearsight’s headquarters, as well as business offices in New York and Dallas.

Regions recently bought Sabal Capital Partners, which focuses on the small-balance commercial real estate market, and EnerBank USA, a home improvement lender. 

Houlihan Lokey and Moore & Van Allen advised Regions. Holland & Knight advised Clearsight.

Avadian Credit Union agrees to buy Alabama bank

Avadian Credit Union in Huntsville, Ala., has agreed to buy Citizens State Bank in Vernon, Ala. 

The $1.1 billion-asset Avadian entered into a purchase and assumption agreement with Citizens Southern Bancshares, the parent of the $85.4 million-asset Citizens State, according to an announcement by Olsen Palmer, which represented the seller. 

The price of the all-cash deal was not disclosed. 

The deal is expected to close in the third quarter.

Silvergate, EJF Capital form fintech-focused fund

Silvergate Capital in La Jolla, Calif., and EJF Capital in Arlington, Va., have launched a joint investment vehicle that will focus on early stage fintechs. 

The $12.8 billion-asset Silvergate said in a press release Thursday that the EJF Silvergate Ventures Fund will also invest in digital currencies, payments and banking and specialty finance technology.

The companies did not disclose the financial aspects of the partnership.

EJF’s “investment strategy and financial services industry expertise align with our mission to create a financial system that is safe, fair and rewarding for everyone,” Alan Lane, Silvergate’s CEO, said in the release. 

“At Silvergate, we’ve had the privilege to serve entrepreneurs in niche industries for over 20 years, which ultimately led us to bank digital currency industry pioneers,” Lane added. “We believe in entrepreneurs and their power to help the digital currency industry reach its full potential.”

Thursday, December 16, 2021

Customers in Pa. debuts logo reflecting fintech focus

Customers Bancorp in West Reading, Pa., is introducing a new website and logo to support its efforts to become a more fintech-focused financial institution. 

The $19.1 billion-asset company said in a press release Thursday that the move also reflects a push to offer more products and services nationwide. 

Customers already has national exposure after making $10 billion of Paycheck Protection Program loans and launching a blockchain-based real-time payments platform for cryptocurrency and digital asset institutions. 

The rebranding will also include a new tagline.

“As an emblem of a fintech-forward financial institution with a national reach, we need to signal [to] markets, investors and clients that we have a modern look, feel and discipline," Jay Sidhu, the company’s executive chairman, said in the release. 

"Our name is staying the same [and] business clients and customers will continue to rely on our team members to combine the best of technology with a deeply human touch," said Sam Sidhu, the company’s president and CEO. "We're keeping our promise to connect our clients with growth opportunities to achieve their financial goals and provide them with the confidence to take on tomorrow."

Proposed Georgia bank gets conditional FDIC approval

The Federal Deposit Insurance Corp. has given conditional approval to a bank planned in Moultrie, Ga.

The agency is requiring the organizers of Moultrie Bank & Trust to raise $20 million before opening, according to the Dec. 13 order.

Organizers applied for deposit insurance in July.

A consultant for the group said at that time that Donna Lott would serve as the bank’s CEO, while Collin Batchelor would be the chief financial officer. Lott was an executive vice president at Southwest Georgia Bank; Batchelor previously worked at Ameris Bank.

The FDIC has approved 12 applications for deposit insurance this year. Ten banks have opened in 2021.

Wednesday, December 15, 2021

Home in Louisiana to enter Texas via acquisition

Home Bancorp in Lafayette, La., has agreed to buy Friendswood Capital in Houston. 

The $2.7 billion-asset Home said in a press release Wednesday that it will pay $67 million in cash for the parent of $445 million-asset Texan Bank. The deal is expected to close in the first quarter. 

The move makes Home’s first entry into Texas. 

"This merger provides Home Bancorp the opportunity to expand our geographic footprint into Texas," John Bordelon, the company’s chairman, president and CEO, said in the release. 

"Texan Bank and Home Bank share the same values of serving the community and providing excellent customer service to their clients,” Bordelon added. “We look forward to further developing the Houston region together and building strong relationships with consumers and businesses." 

Friendswood has five branches, $343 million of loans and $376 million of deposits. 

Kenny Koncaba, Friendswood’s CEO, will become Home’s Houston market president. 

Home said it expects the deal to be over 20% accretive to earnings per share. It should take less than four years for the company to earn back its tangible book value. 

Raymond James and Silver, Freedman, Taff & Tiernan advised Home. Performance Trust Capital Partners and Bracewell advised Friendswood.

Bank of the James to buy Virginia RIA

Bank of the James Financial Group in Lynchburg, Va., has agreed to buy Pettyjohn, Wood, & White, a registered investment adviser in Lynchburg.  

The $943 million-asset Bank of the James said in a press release Wednesday that Pettyjohn, Wood & White has more than $650 million of assets under management. The firm provides investment advisory services to high-net-worth individuals, individuals, corporations, charitable organizations and pension and profit-sharing plans. 

The price was not disclosed.

Bunny Wood will remain the investment adviser’s president and Charlie White will still serve as executive vice president after entering into long-term employment agreements.

“Pettyjohn, Wood & White has built its reputation on superior client service and a commitment to bettering our community,” Robert Chapman III, Bank of the James’ president, said in the release. “They are a perfect fit for a partner to further enhance what we believe to be a premier financial services institution in our region.”

CItizens buying investment bank focused on digital infrastructure

Citizens Financial Group in Providence, R.I., has agreed to buy DH Capital, an investment banking firm in New York. 

DH Capital, which also has an office in Boulder, Colo., serves companies in the Internet infrastructure, software and next-gen IT services, and communications sectors. 

The $170 billion-asset Citizens did not disclose the price it paid. 

DH Capital has completed more than 200 M&A transactions totaling about $35 billion in value. 

“The DH Capital team brings us deep expertise in the digital infrastructure sector, a key and ongoing area of opportunity in today’s highly dynamic commercial market,” Donald McCree, vice chairman and head of commercial banking at Citizens, said in a Wednesday press release. 

Citizens earlier this year bought JMP Group and Willamette Management Associates to expand its corporate advisory team. 

The deal is expected to close in the first quarter. 

Willkie Farr & Gallagher advised Citizens. Keefe, Bruyette & Woods and Mayer Brown advised DH Capital.

California de novo launches entrepreneurship division

Genesis Bank in Newport Beach, Calif., has created a program to support entrepreneurs.

The $57 million-asset de novo said in a press release Wednesday that it had formed the Genesis Bank Institute for Entrepreneurship, a business accelerator and advisory division. The group will focus on accelerating entrepreneurship and growth for businesses, government and municipal entities, commercial enterprises and nonprofits. 

Through partnerships, Genesis would offer trust and estate planning, insurance, leadership development and strategic planning services. Other services could include employment law, human resources, accounting, tax, legal, cybersecurity and marketing. 

The bank, which opened this summer after raising $57 million in initial capital, hired Ed Hart, who previously led California State University, Fullerton’s Center for Family Business, to oversee the division. 

“As one of only two diverse, multiracial minority depository institutions in the entire U.S. … we believe the launch of GBIE is a tremendous opportunity for Genesis Bank to impact and accelerate businesses in our communities,” Stephen Gordon, the bank’s chairman and CEO, said in the release. 

“Ed’s extensive background and experience working with family businesses within our target markets provides for a proven platform that we can leverage and build upon, with the backing of the bank’s resources, talent, technology, services, and solutions,” Gordon added.

Tuesday, December 14, 2021

BayCom, Pacific Enterprise investors approve merger

Shareholders have approved the pending sale of Pacific Enterprise Bancorp in Irvine, Calif., to of BayCom in Walnut Creek, Calif. 

The votes had some last-minute drama when Shaul Kopelwitz, a big Pacific Enterprise shareholder, disclosed that he would vote against the $53 million deal. He took issue with the discounted pricing of the acquisition. 

The $2.1 billion-asset BayCom agreed in September to buy the $647 million-asset Pacific Enterprise. 

BayCom said it has already received all required regulatory approvals. It expects to complete the acquisition in the first quarter.

Carver in N.Y. sets up potential $20M in stock sales

Carver Bancorp in New York has lined up an agreement to sell $20 million of common stock over time.

The $707 million-asset company disclosed in a regulatory filing Tuesday that it retained Piper Sandler to handle potential stock sales. 

Sandler will be paid a 3% commission tied to the aggregate purchase price of each sale. Carver said it is not obligated to sell any stock.

Monday, December 13, 2021

SVB buys research firm with technology focus

SVB Financial in Santa Clara, Calif., has acquired a sell-side research firm that covers the media, communications and technology sectors. 

The $190 billion-asset SVB said in a press release Monday that it bought MoffettNathanson in a move that should help its SVB Leerink investment banking business expand its research coverage. 

SVB did not disclose the price it paid. 

"The MoffettNathanson team has built an incredible reputation as a leader in equity research," Greg Becker, SVB’s president and CEO, said in the release. "The addition of technology equity research is another important step in further solidifying our place as the essential partner to innovation economy clients.” 

SVB entered the investment banking business in 2019 when it bought Leerink Holdings.

Heritage Commerce taps insider as next bank president

Heritage Commerce in San Jose, Calif., has a new bank president. 

The $5.5 billion-asset company said in a press release Monday that Clay Jones had also become the bank’s chief operating officer. Walter Kaczmarek, the company’s president and CEO, will remain the bank’s CEO. 

“Clay is an exceptional leader and his promotion … places him in a key leadership role to preside over further growth and success of our bank,” Kaczmarek said in the release. “Clay has more than three decades of proven experience growing community and commercial banking organizations.”

Jones recently served as president of community business banking at the bank. He previously served as president of Presidio Bank.

The company announced in a separate release that it had appointed Kamran Husain to its board. Husain most recently served as chief accounting officer at SVB Financial Group. 

“We are delighted to welcome Kamran to the company’s board … and look forward to working with him as we pursue our mission to grow our franchise,” Jack Conner, Heritage Commerce’s chairman, said in the release. “His deep experience in banking and finance, coupled with his extensive leadership skills and insight, will be a valued addition and complement the contributions of the other members of our board.”

First Republic co-CEO Herbert to take medical leave

First Republic Bank in San Francisco announced that Chairman and co-CEO Jim Herbert will take a medical leave of absence tied to a coronary health issue.

The $172.6 billion-asset bank said in a press release Monday that Herbert’s leave will begin on Jan. 1 and should last about six months. He will also step down from the board, though the bank said he is expected to be reappointed when his leave ends.

Hafize Gaye Erkan will remain co-CEO, though she will take on more responsibilities. Erkan, who joined the bank in 2014, was named president in 2017 and co-CEO earlier this year. 

“I am extremely proud of the caring, sincere and client-focused culture of First Republic,” Herbert said in the release. “As a longstanding shareholder, I have full confidence in Gaye alongside our terrific management team, the continued consistency and stability of our business model and, very importantly, the exceptional colleagues who put our culture and our clients first each day.” 

Mike Roffler, the bank’s chief financial officer, will succeed Erkan as president on Jan. 1. He will remain CFO for an interim period. 

George G.C. Parker will serve as acting chairman. He is a professor emeritus at the Stanford Graduate School of Business.

Byline in Chicago to close six branches in 2022

Byline Bancorp in Chicago plans to close six branches and sell a portfolio of bank-owned real estate.

The $6.7 billion-asset company said in a press release Friday that it will also reduce its office space. 

The branch closures, which will take place next year, represent about 14% of Byline’s network. The real estate portfolio includes former branch locations and other properties.

Byline said it will record $15 million in charges tied to the effort. The moves should save the company $5.3 million annually. 

The company said that it expects to reinvest about 70% of the anticipated annualized cost savings into talent and technology to enhance its digital banking capabilities. 

"The strategic actions we are taking are the result of our continued focus to position ourselves to meet our customers’ current and evolving banking needs,” Alberto Paracchini, Byline’s president, said in the release. 

“While we believe branches are, and will continue to be, an essential part of delivering banking services, we also recognize the need to continue to invest in our digital channels to adapt to the way customers want to conduct their banking with us,” Paracchini added.

Ameris buys equipment-finance fintech Balboa Capital

Ameris Bancorp in Atlanta has acquired a fintech that provides equipment-finance loans to small and midsize businesses.

The $22.5 billion-asset company said in a press release Monday that it bought Balboa Capital is Costa Mesa, Calif. Ameris did not disclose the price it paid, though the company said it paid cash. 

Ameris said the acquisition will increase its dealings in point-of-sale financing. Balboa Capital's originations are expected to exceed $415 million this year. 

“Balboa Capital has helped tens of thousands of businesses access growth capital with instant credit decisions and same day funding," H. Palmer Proctor Jr., Ameris’ CEO, said in the release. 

"We look forward to providing Balboa Capital's lending technology and bringing a new digital lending option to more of our business customers,” Proctor added. “Just as important, Balboa Capital brings more than 30 years of technology expertise to Ameris.” 

Patrick Byrne, Balboa’s CEO, and Phil Silva, the fintech’s president, have joined Ameris. 

Ameris said it the deal should be 10% accretive to its 2022 earnings per share with “upside potential from identified operating synergies.” It should take four years for Ameris to earn back any dilution to its tangible book value. 

Piper Sandler and Covington & Burling advised Ameris. Keefe, Bruyette & Woods and Moore & Van Allen advised Balboa.

Meta Financial rebranding after selling rights to its name

Meta Financial in Sioux Falls, S.D., will rebrand next year after selling its Meta-related rights and trademarks to another company. 

The $6.7 billion-asset Meta disclosed in a regulatory filing Monday that it agreed on Dec. 7 to sell the rights to Beige Key LLC for $60 million. As part of the agreement, Meta will phase out and cease all use of the “Meta” brand. 

Beige Key is affiliated with Facebook, which announced in late October that it had changed its corporate name to Meta Platforms. 

Meta has a year to change its corporate name. The company received $50 million when the agreement was signed; the remaining money will be released after the phase-out has been completed. 

Meta said it plans to use a portion of the proceeds to cover the cost of implementing a new corporate mark and name. The company plans to give an estimate of rebranding costs when it announces quarterly results next month. 

Any remaining proceeds will be used for a variety of purposes, which could include tax-efficient capital allocation.

Saturday, December 11, 2021

Atlantic Union in Va. to close more branches in 2022

Atlantic Union Bankshares in Richmond, Va., is planning a third round of branch closures. 

The $19.9 billion-asset company said in a press release Friday that it will shutter 16 locations, representing about 12% of its total branch network, by March 1. 

Atlantic Union also plans to close an operations center and sell 21,500 shares of Visa Class B common stock.

The company said it expects to incur $18.1 million of one-time expenses over the next two quarters tied to the moves. Over time, the closures should save the company about $8 million annually. 

Atlantic Union closed 14 branches and cut about 125 positions late last year. It closed five more locations in February.

Proxy battle brewing at Republic First in Pennsylvania

An activist investor plans to nominate three candidates for the board of Republic First Bancorp in Philadelphia. 

Driver Management also wants the $5.4 billion-asset Republic to replace Vernon Hill, the company’s CEO, with an independent chairman. The investor has also voiced its opposition to a plan by Republic First to raise more capital. 

Driver has submitted a notice of intent to nominate Peter Bartholow, Pamela Bundy and Richard Sinkfield III to stand for election for board seats at company’s 2022 annual meeting. Bartholow is a former chief financial officer at Texas Capital Bancshares. 

Republic First disclosed in a press release that it tried to arrange interviews with Driver’s nominees. Republic First said it didn’t see eye to eye with certain stipulations presented by the investor, including removing Hill as chairman and reimbursement of “out-of-pocket costs” tied to its investment in the company. 

“Although Driver will not support any interviews taking place, the board intends to reach out to Bartholow, Bundy and Sinkfield to see if they would independently agree to schedule interviews,” Republic First said. 

Driver has locked horns with several other banks in recent years, including Codorus ValleyBancorp in York, Pa., and First United in Oakland, Md.

Valley in N.J. taps insider as bank president

Valley National Bancorp in Wayne, N.J., has a new bank president. 

The $41 billion-asset Valley said in a press release Thursday that Thomas Iadanza will oversee the bank’s day-to-day operations, including commercial banking, retail banking, digital products, credit, customer experience and financial services.  

Iadanza recently served as chief banking officer. 

“Tom is an exceptional leader who has played an integral role in Valley’s growth,” Ira Robbins, Valley’s CEO, said in the release.

“As we continue to expand our capabilities, services and footprint, Tom will drive these efforts and ensure we maintain true to our culture of a relationship bank that delivers service-based results,” Robbins added.

Thursday, December 9, 2021

Pacific Enterprise investor to vote against BayCom deal

A big shareholder of Pacific Enterprise Bancorp has voiced his opposition to the Irvine, Calif., company’s pending sale to BayCom in Walnut Creek, Calif. 

The $2.1 billion-asset BayCom agreed in September to buy the $647 million-asset Pacific Enterprise for $53.1 million in stock. The deal, which is expected to close in the first quarter, priced Pacific Enterprise at 87% of its tangible book value.

Shaul Kopelowitz, who holds about 9.9% of Pacific Enterprise’s stock, said in an open letter to other shareholders that he believes the pending sale to be “an ill-conceived and strategically flawed merger agreement.” 

Kopelowitz said he has also applied with the Federal Reserve to buy more Pacific Enterprise shares.

“It appears that no non-distressed California bank since the Great Recession has sold for less than book value,” Kopelowitz claimed in his letter. “In fact, the average premium for a regional bank merger or acquisition over the last five years is 173.25% of tangible book value. 

Kopelwitz said he is willing to meet with Pacific Enterprise’s board to discuss “value-enhancing alternatives once this deal is hopefully voted down.”

Alerus bulking up in Phoenix with bank acquisition

Alerus Financial in Grand Forks, N.D., has agreed to buy MPB BHC in Phoenix. 

The $3.2 billion-asset Alerus said in a press release Thursday that it will pay $85.3 million in stock for the parent of the $411 million-asset Metro Phoenix Bank. The deal is expected to close in the first quarter.

Metro Phoenix, founded in 2007, has one branch, $283 million of loans and $366 million of deposits. Alerus has been operating in the Phoenix market since 2009. 

“Alerus has a long history of successful strategic acquisitions that strengthen our ability to provide diversified financial services to clients across the country,” Randy Newman, the company’s president and CEO. “The addition of Metro Phoenix Bank will complement our business model and enhance our ability in Phoenix to offer commercial lending and banking services.”

Katie Lorenson, Alerus’ chief financial officer, led the negotiations. Lorenson is set to succeed Newman as president and CEO on Jan. 1. 

Steve Haggard, Metro Phoenix’s president and CEO, will join Alerus as president of its Arizona market. 

Alerus said it expects the deal to be 5% accretive to its 2022 earnings per share, excluding merger-related expenses, and about 8.5% accretive the next year. It should take less than three years for Alerus to earn back any dilution to its tangible book value. 

Alerus plans to cut about 29% of Metro Phoenix's annual noninterest expenses, or about $2.5 million. It expects to incur $5.2 million in merger-related expenses.

D.A. Davidson and Barack Ferrazzano Kirschbaum & Nagelberg advised Alerus. Raymond James and Spierer, Woodward, Corbalis, & Goldberg advised Metro Phoenix.

Wednesday, December 8, 2021

Community Financial in Md. lines up next CEO

Community Financial in Waldorf, Md., will have a new CEO next summer. 

The $2.3 billion-asset company said in a press release Wednesday that Jimmy Burke will succeed Bill Pasenelli on Aug. 31. Pasenelli also plans plans to retire from the company's board.

“We believe that Bill and the management team have positioned the company well for the future,” Austin Slater Jr., Community Financial’s chairman, said in the release. “We are confident that the management team, led by Jimmy, will continue to lead us forward.” 

Burke joined the company in 2005 as chief risk officer. He became president earlier this year. 

Pasenelli has a consulting arrangement that will last from his retirement to August 2023.

Tuesday, December 7, 2021

Synovus to shrink branch footprint by 15%

Synovus Financial in Columbus, Ga., is planning to close about 15% of its existing branches next year.

The $56 billion-asset company disclosed in a presentation for a conference hosted by Goldman Sachs that it will shutter more than 40 branches. The move is expected to save the company $12 million annually.

Synovus has about 280 branches, which represents a roughly 5% decrease from the nearly 300 locations it had in 2019.

The company also noted a number of spending initiatives, including a plan to invest $6 million in commercial and investment banking and $4 million in the areas of digital sales and self-service capacity.

Synovus also plans to spend more than $10 million for a new Banking-as-a-Service (BaaS) platform, $6 million on commercial credit upgrades and $4 million on analytics-driven products.

First Financial in Ohio to buy equipment finance firm

First Financial Bancorp in Cincinnati has agreed to buy Summit Funding Group, an equipment financing company in Cincinnati. 

The $16 billion-asset First Financial said in a press release Tuesday that it will pay $121 million in cash and stock for Summit. The deal is expected to close in the fourth quarter.

Summit is expected to have $400 million in originations in 2022. The company currently manages $500 million of balances. 

"In combining the scale and product breadth of First Financial with Summit’s leading nationwide position in the equipment finance sector, we are ideally situated to capitalize on a significant growth opportunity,” Archie Brown, First Financial’s president and CEO, said in the release. 

“As an existing banking partner of Summit, our intimate understanding of the business and management team gives us a high degree of confidence that our combined value proposition will resonate in the market,” Brown added.

Summit CEO Rick Ross will continue to lead the business. Summit will continue to operate under its name. 

First Financial said it expects the transaction to be mid-single-digit accretive to its 2023 earnings per share. It should take about a year for First Financial to earn back any dilution to its tangible book value.

Lazard and Squire Patton Boggs advised First Financial. Keefe, Bruyette & Woods and Taft Stettinius & Hollister advised Summit.

Friday, December 3, 2021

Columbia Financial in N.J. lines up next mutual merger

Columbia Financial in Fair Lawn, N.J., has agreed to buy RSI Bancorp in Rahway, N.J.

The $9.2 billion-asset Columbia said in a press release Wednesday that it plans to complete the purchase of the $620 million-asset RSI in the second quarter. 

Columbia will issue about 7.1 million shares of common stock, valued at $129 million, to its mutual holding company as part of the transaction. RSI Bank will establish and fund a charitable foundation with $5 million before the merger closes. 

Columbia said it offered full employment to all RSI employees. One RSI director will join Columbia’s board.

RSI has four branches, $363 million of loans and $510 million of deposits.

“Both institutions share the principles of caring for their employees, the communities they serve and providing high-quality products and services to their customers,” Thomas Kemly, Columbia’s president and CEO, said in the release.

“The transaction will strengthen our footprint in Middlesex and Union counties," Kemly added. "As two community-minded banks, we are proud to enhance our local impact and support new markets.”

Columbia said the deal should be 2.6% accretive to its 2023 net income, but 4.1% dilutive to its 2023 earnings per share because of the additional shares issued to its mutual holding company. 

The transaction is expected to be 5.6% accretive to fully converted tangible book value. 

Columbia was advised by Boenning & Scattergood and Kilpatrick Townsend & Stockton. RSI was advised by FinPro Capital Advisors and Luse Gorman. 

Columbia agreed in June to buy Freehold Bancorp in Freehold, N.J., in a deal that closed earlier this week. The acquisitions should push the company above $10 billion of assets.

Three banks invest in First Independence Bank

A trio of banks has invested in a minority-depository institution in Detroit. 

First Independence, the parent of the $407 million-asset First Independent Bank, said in a press release Wednesday that it closed equity investments from Citigroup in New York, U.S. Bancorp in Minneapolis and Old National Bancorp in Evansville, Ind.

First Independence, a black-owned bank that recently announced plans to add branches in Minneapolis, did not disclose the amounts invested.

“We are elated that our collaborative views and actions for growth and sustainability amongst institutions have yielded equity investments from major financial institutions … As First Independence Bank forges ahead to expand in the Midwest,” Kenneth Kelly, the bank’s chairman and CEO, said in the release. 

Donnelly Penman & Partners was the placement agent. Nelson Mullins advised First Independence, while Honigman advised the agent.

Univest in Pennsylvania buys insurance agency

Univest Financial in Souderton, Pa., has acquired an insurance agency in Intercourse, Pa.

The $7 billion-asset Univest said in a press release Wednesday that it bought Paul I. Sheaffer Insurance Agency. Univest did not disclose the price it paid.

"As Univest continues to grow in central Pennsylvania, the acquisition … allows us to better serve the insurance needs of businesses and individuals in the region,” Ronald Flaherty, president of Univest Insurance, said in the release. 

Paul I. Sheaffer Insurance Agency was founded in 1951. 

Paul Sheaffer II will join Univest as central Pennsylvania regional manager, and all of the agency’s employees will be retained. 

The deal is Univest’s ninth insurance acquisition since 1999.

Court rejects Republic effort to force deal with Green Dot

A court in Delaware has rejected a request by Republic Bancorp to force Green Dot to buy its tax refund solutions business to the Louisville, Ky., banking company.

The $6.2 billion-asset Republic disclosed in a regulatory filing that the Delaware Court of Chancery on Thursday denied its expedited motion for summary judgment that tried to make the transaction happen.

The court determined that the risk of regulatory action, including criminal and civil penalties, against Green Dot and its officers and directors, outweighed the harm to the bank tied to Green Dot’s alleged breach of contract. 

“As a result of this ruling, the bank does not expect the sale transaction to be consummated,” the filing said. “The ruling does not otherwise impact the bank’s lawsuit against Green Dot alleging breach of contract with respect to the sale transaction.”

Republic said it will continue to pursue damages and other equitable relief against Green Dot. 

Green Dot agreed in mid-May to buy the business to Republic for $165 million. 

Republic said in October that the deal collapsed due to undisclosed issues with Green Dot’s primary regulator. 

Republic filed its lawsuit on Oct. 5, contending that Green Dot failed to disclose the existence of any regulatory issues that would cause a delay in closing. The bank also claimed that approval from the Federal Reserve “is not a contractual condition to closing,” as defined by the purchase agreement.

Thursday, December 2, 2021

Amerant lines up sale-leaseback of corporate HQ

Amerant Bancorp in Coral Gables, Fla., is set to bring in $135 million from selling its headquarters property. 

The $7.5 billion-asset company disclosed in a regulatory filing Wednesday that it will sell the building, along with surrounding real estate, in a deal that is expected to close by Dec. 15.

Amerant plans to lease the property from the buyer for 18 years at “a market rent and with customary terms and conditions,” the filing said. Amerant will also have the right to sublet space on the property.

InBankshares in Colo. to buy Legacy Bank

InBankshares in Denver has agreed to buy Legacy Bank in Wiley, Colo. 

The $705 million-asset InBankshares said in a press release Wednesday that it will pay $56 million in cash and stock for the $497 million Legacy. The deal is expected to close in the second quarter. 

Legacy, founded in 1907, has nine branches, $316 million of loans and $426 million of deposits.

"We are excited to announce this partnership that expands upon our commitment to serving the Colorado Front Range and northern New Mexico markets by adding new and important growth markets to InBank's footprint," Ed Francis, InBankshares’ chairman, president and CEO, said in the release.

"Legacy brings an experienced team of bankers and has a similar commitment to serving clients to that of InBank,” Francis added. “Legacy is great fit for us geographically, strategically, financially, and culturally.”

Legacy, before the deal closes, will distribute to its shareholders other real estate owned and other assets. The bank will also pay its shareholders a special cash dividend based on its tangible common equity at the closing, minus certain seller-paid transaction expenses. 

The Esgar family will receive a board position at InBankshares. Andrew Trainor, Legacy’s regional president, will join InBank’s executive team.

InBankshares said it expects the acquisition to be more than 50% accretive to its earnings per share in 2023. It will take between two and three years for the company to earn back any dilution to its tangible book value. 

Stephens and Otteson Shapiro advised InBankshares. Olsen Palmer and Lewis Roca Rothgerber Christie advised Legacy.

Wednesday, December 1, 2021

TriState in Pittsburgh lines up next CEO

TriState Capital Holdings in Pittsburgh will soon have a new CEO.

The $12.1 billion-asset company said in a press release Wednesday that Brian Fetterolf will also become its president on Jan. 1. Fetterolf will succeed James Getz, who will remain chairman. 

Getz, who has been president and CEO since 2007, will continue to lead the board and support strategic business development activities. Getz will also remain chairman of TriState Capital Bank and Chartwell Investment Partners. 

“Since 2009, Brian has played an instrumental role in the formation of our strategic plans, the buildout of our differentiated financial services business model, the recruitment of top talent and the strengthening of our entrepreneurial culture that is focused on our clients’ success and shareholder value creation,” Getz said in the release.

“Developing one of our own to assume the day-to-day leadership of this organization has long been a top priority for myself and the board, and over the last 12 years Brian has earned our complete confidence,” Getz added.

Fetterolf already serves as president and CEO of TriState Capital Bank and vice chairman of Chartwell Investment Partners. He is also president of Chartwell TSC Securities. 

Raymond James Financial agreed in October to buy TriState Capital in a deal expected to close next year. TriState Capital is expected to operate as a separately branded firm, a stand-alone division and an independently chartered bank unit of Raymond James.

BOK Financial accelerates CEO succession

BOK Financial in Tulsa, Okla., has accelerated the succession plan for its president and CEO. 

The $47 billion-asset company said in a press release Wednesday that Steven Bradshaw will retire on Dec. 31. He will be succeeded by Stacy Kymes, the company's chief operating officer.

BOK said in August that Bradshaw would retire on March 31. 

“It has been an extreme honor to serve BOK Financial and to play a role in the company’s 100-plus years of growth,” Bradshaw said in Wednesday’s release. “I look forward to becoming the company’s number one advocate as I move into the next phase of my life.” 

Bradshaw joined the company in 1991 after selling his wholly owned retail brokerage business to BOK Financial. He held numerous leadership positions at the company before being named CEO in 2014.

Organizers apply to form Bank of Burlington in Vermont

A group is looking to form a bank in Burlington, Vt. 

Organizers of Bank of Burlington applied on Tuesday with the Federal Deposit Insurance Corp. for deposit insurance. The application wasn’t immediately available.

A public notice filed in conjunction with the application listed 19 organizers, including Bruce Lisman, a former chairman of the global equities division of JPMorgan Chase. 

At least three organizers have ties to Champlain Investment Partners, including CEO Judith O’Connell. The others are Eri Ode, Champlain’s chief financial officer, and Corey Bronner, an analyst.

Tuesday, November 30, 2021

First National in Omaha to enter Wyo. via acquisition

Lauritzen Corp. has agreed to buy Western States BanCorp. in Laramie, Wyo.

Lauritzen, the parent of the $25.7 billion-asset First National Bank of Omaha, did not disclose the price it will pay for the $542 million-asset Western States. The deal is expected to close in the first quarter.

Western States has 10 branches and $486 million of deposits in northern Colorado, western Nebraska and southeastern Wyoming. 

First National “has a long, proud history of merging with financial institutions that share similar core values, ways of doing business and approaches to serving customers and communities,” Clark Lauritzen, chairman and president of the company that bears his name, said in a statement on the bank’s website.

Western States “complements these ideals, and we’re excited for the possibilities to expand our banking services into Wyoming while enhancing our presence in northern Colorado and western Nebraska,” Lauritzen added. 

Piper Sandler and Kutak Rock advised First National. Olsen Palmer and Baird Holm advised Western States.

Ion in Connecticut to acquire Lincoln Park in N.J.

Ion Financial in Naugatuck, Conn., has agreed to buy Lincoln Park Bancorp in Pine Brook, N.J.

The $1.7 billion-asset Ion said in a press release last week that the $300 million-asset Lincoln 1st Bank will merge into its Ion Bank. The acquisition, which is expected to close in the third quarter of 2022, will expand Ion’s footprint into northern New Jersey. 

Lincoln Park’s minority shareholders will receive about $7.5 million in cash, subject to adjustment based on certain loans. The mutual holding company will be dissolved. 

Philip Vaz, the co-president and chief operating officer of Lincoln 1st Bank, will become Ion’s New Jersey regional president. Erik Terpstra, Lincoln 1st’s co-president and chief financial officer, will join Ion as director of risk. 

One Lincoln Park director will join Ion’s board of trustees.

Ion said it expects the merger to be accretive to its tangible capital and earnings.

"We're excited to welcome Lincoln 1st Bank to the Ion Bank family," David Rotatori, Ion Bank’s president and CEO, said in the release.

"Both banks share a commitment to exceptional customer service and are deeply committed to the communities they serve,” Rotatori added. “We also share similar values of developing authentic relationships with consumers and business customers and being their trusted financial advisor."

Hogan Lovells US advised Ion. Piper Sandler and Luse Gorman advised Lincoln Park.

Business First to raise $47M through stock offering

Business First Bancshares in Baton Rouge, La., plans to raise about $46.8 million from selling common stock.  The $5.5 billion-asset company...