Stonegate Bank (OTCBB: SGBK) announced today the signing of a
definitive agreement by which Stonegate will acquire all the
operations of Florida Shores Bancorp and its two subsidiary banks,
Florida Shores Bank - Southeast and Florida Shores Bank -
Southwest, including the minority interests in the subsidiary banks
held by other investors. Management expects the combination, which
will increase the total assets of Stonegate Bank to $1.7 billion,
will place Stonegate as the 15th largest Florida bank by total
assets. These transactions are valued at approximately $48.8
million based on Florida Shores Bancorp's consolidated financial
statements as of June 30, 2013. This valuation, the final purchase
price and the consideration to be received by shareholders of the
three Florida Shores entities, will be subject to final pricing
adjustments which will be determined prior to closing.
Florida Shores Bancorp, headquartered in Pompano Beach, is the
holding company for and majority owner of Florida Shores Bank -
Southeast and Florida Shores Bank - Southwest. Both banks are state
chartered commercial banks. As of June 30, 2013, Florida Shores
Bancorp had total consolidated assets of $555.1 million, and
currently operates four branches on Florida's west coast between
Sarasota and Fort Myers and three branches on Florida's east coast
in Boca Raton, Pompano Beach and Ft. Lauderdale.
"This is an especially beneficial acquisition offering synergies
that expand our market share in Broward and Palm Beach Counties, in
addition to growing our footprint throughout Southwest Florida,
with coverage of the Gulf Coast from Naples to Tampa," said Dave
Seleski, President and Chief Executive Officer of Stonegate Bank.
"The five-star Bauer rating achieved by Florida Shores Bank -
Southwest, coupled with both banks' corporate culture, aligns well
with Stonegate Bank and provides a strong platform for continued
growth in our markets. Stonegate's capital ratios will remain
strong and allow the Bank to continue to grow organically and
through future acquisitions."
"We are very excited to be joining Stonegate. By becoming part
of the Stonegate organization our team of financial professionals
will have access to an expanded portfolio of sophisticated deposit,
loan and other financial services that will deepen current
relationships and build new relationships among our targeted
customer base. Stonegate is a respected and well-capitalized bank
known throughout Florida for its integrity and financial strength.
This will be a great opportunity for our customers and our staff,"
added Jim Kuhlman, President and Chief Executive Officer of Florida
Shores Bank - Southwest.
Stonegate expects the transaction's accretion to earnings per
share over the next two years will be between 30% and 35%.
Furthermore, it is anticipated that tangible book dilution
resulting from the transaction will be recovered in 2.5 years or
less. This transaction will mark Stonegate's sixth and largest
acquisition since 2009.
"Stonegate Bank has an outstanding reputation for customer
service, financial stability and community involvement. Our
customers will enjoy banking with Stonegate Bank and see new
delivery channels that will result in heightened customer service,"
said Robert Sewick, President of Florida Shores Bank - Southeast.
"Our shareholders and customers will find this transition not only
beneficial, but also seamless."
Given the increased capitalization of Stonegate as a result of
these proposed transactions and a commitment to all its
shareholders to improve the liquidity of its common stock,
management expects to file an application to list Stonegate's
shares on Nasdaq in the first half 2014. While it is the intention
of Stonegate to register its shares and become a reporting company
under the Securities Exchange Act of 1934, no assurances can be
given that Stonegate's common stock will be registered with the
Securities and Exchange Commission or listed on a national stock
exchange or as to the timing of any of the foregoing.
The transactions have been approved by the Board of Directors of
each of Stonegate Bank, Florida Shores Bancorp, Florida Shores Bank
- Southeast and Florida Shores Bank - Southwest. In addition to
certain customary closing conditions, approval by shareholders of
Florida Shores Bancorp, shareholders of both Florida Shores Bank -
Southeast and Florida Shores Bank - Southwest and bank regulators
will be required prior to completing the transactions. The closing
is expected to take place in the fourth quarter of 2013.
Sandler O'Neill+ Partners served as financial adviser to
Stonegate Bank and rendered a fairness opinion in connection with
the transactions. The Gunster law firm served as legal counsel to
Stonegate Bank. Hovde Group LLC served as financial adviser to
Florida Shores Bancorp and its subsidiary banks and rendered
fairness opinions in connection with the transactions. Smith
Mackinnon PA served as legal counsel to Florida Shores Bancorp and
its subsidiary banks.
Conference Call Information
A conference call to discuss the transactions is scheduled for
Thursday, September 5, 2013, at 3:00 p.m. EDT. Interested parties
are invited to participate by dialing (855) 387-4528 and entering
conference ID number 53811106. A replay of this call will be
available Thursday, September 5, 2013, at 6:00 p.m. EDT through
6:00 p.m., Tuesday, September 10, 2013, by dialing (855) 859-2056
and entering conference ID number 53811106. An investor
presentation regarding the transactions discussed on this call will
be available for download at www.stonegatebank.com on the Investor
Relations - Bank News and Releases page.
Stonegate Bank
Stonegate Bank is one of Florida's premier business banks.
Headquartered in Fort Lauderdale, Stonegate Bank also operates
offices in Boca Raton, Jupiter, Coral Springs, Naples, Coral
Gables, Fort Myers (2), Tampa and Doral, Florida. While providing
innovative solutions for its business clients, Stonegate also
delivers highly attentive personal retail banking services.
Stonegate pledges to give each and every one of its clients
unsurpassed service. The Company's goal is to build an
extraordinary organization that is accountable to its clients,
shareholders, employees and to the communities it services.
Forward Looking Statements
Any non-historical statements in this press release are
"forward-looking statements." Such forward-looking statements are
based on current plans and expectations that are subject to
uncertainties and risks, which could cause Stonegate Bank's future
results to differ materially. The following factors, among others,
could cause Stonegate's actual results to differ: our ability to
integrate the business and operations of companies and banks that
we have acquired, and those that we may acquire in the future; the
failure to achieve expected gains, revenue growth, and/or expense
savings from future acquisitions; our need and our ability to incur
additional debt or equity financing; the strength of the United
States economy in general and the strength of the local economies
in which we conduct operations; the accuracy of our financial
statement estimates and assumptions, including the estimate of our
loan loss provision; the effects of harsh weather conditions,
including hurricanes, and man-made disasters; inflation, interest
rate, market and monetary fluctuations; the effects of our lack of
a diversified loan portfolio, including the risks of geographic and
industry concentrations; the frequency and magnitude of foreclosure
of our loans; legislative and regulatory changes; our ability to
comply with the extensive laws and regulations to which we are
subject; the willingness of clients to accept third-party products
and services rather than our products and services and vice versa;
changes in securities and real estate markets; increased
competition and its effect on pricing; negative publicity and the
impact on our reputation; technological changes; changes in
monetary and fiscal policies of the U.S. Government; the effects of
security breaches and computer viruses that may affect our computer
systems; changes in consumer spending and saving habits; changes in
accounting principles, policies, practices or guidelines;
anti-takeover provisions under federal and state law; and our
ability to manage the risks involved in the foregoing. Actual
results may differ materially from projections and could be
affected by a variety of factors, including factors beyond our
control. Forward-looking statements in this press release speak
only as of the date of the press release, and Stonegate Bank
assumes no obligation to update any forward-looking statements or
the reasons why actual results could differ.
MEDIA CONTACT: Sissy DeMaria (Email Contact) Suzanne Schmidt
(Email Contact) Kreps DeMaria (305) 663-3543 INVESTOR RELATIONS:
Dave Seleski (Email Contact) Stonegate Bank (954) 315-5510
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