24A — January 17 - 30, 2014 — Mid Atlantic Real Estate Journal
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F inancial D igest The Provident Bank expands its franchise into Pennsylvania Provident Financial Services, Inc. to acquire Team Capital Bank
I SELIN, NJ and BETH- LEHEM, PA — Provi- dent Financial Ser- vices, Inc. (NYSE:PFS) and Team Capital Bank announced the signing of a definitive agreement under which Team Capital will merge with and into The Provident Bank . Consideration will be paid to TeamCapital stockholders in a combination of stock and cash valued at $122 million, based on Provident’s closing price of $18.61 on December 19, 2013. Upon completion of the
transaction, The Provident Bank will assume a five branchPennsylvanianetwork in the attractive business lending markets of Bucks County and the Lehigh Val- ley. Further, the merger adds seven branches to Provident’s New Jersey franchise and expands Provident’s network into the growing banking markets of Hunterdon and Warren counties. With ap- proximately $8.3 billion in assets post-closing, Provident will be positioned to deliver a wide range of comprehensive retail and commercial bank-
ing services through a com- binednetwork of 90 branches in 13 counties throughout northern and Central New Jersey and three counties in Eastern Pennsylvania. “We’re very pleased with the acquisition of Team Capital Bank, a commer- cially-oriented bank with solid asset quality,” said Provident’s chairman, presi- dent & CEO, Christopher Martin . “This merger will establish an important pres- ence for Provident in Eastern Pennsylvania, and it nicely complements and strategi-
cally adds to our franchise in contiguous markets. This presents a great opportu- nity to add scale to Team Capital’s commercial lending operations and for the retail bank to increase its market share.” Robert Rupel , Team Cap- ital’s president and CEO, commented, “We believe Team Capital’s customers and stockholders will benefit greatly from this transaction. Provident brings additional retail and business banking products, proven lending capabilities and a depth of
capital that will enable the combined company to better compete in our marketplace. Our officers and employees look forward to joining the Provident team.” Under the terms of the agreement, 75% of Team Capital’s common shares will be converted into Prov- ident common stock and the remaining 25% will be exchanged for cash. Team Capital’s stockholders will have the option to elect to receive either 0.8575 shares of Provident common stock or $16.25 in cash for each TeamCapital common share, subject to proration to ensure that in the aggregate 75% of Team Capital’s shares will be converted into Provident common stock. The definitive agreement has been approved by the boards of directors of Provi- dent, The Provident Bank and Team Capital. The com- pletion of the transaction is subject to Team Capital’s stockholder approval and regulatory approvals for both companies. All Team Capital directors, who own shares representing approximately 19% of Team Capital’s out- standing common stock, have entered into voting agree- ments to vote their shares in favor of the transaction. For federal income tax purposes, the transaction is intended to qualify as a tax-free reor- ganization. After the transaction is completed, Provident will create Pennsylvania and New Jersey advisory boards consisting of certainmembers of Team Capital’s Regional Advisory Boards. In addition, subject to confirmation of his satisfaction of applicable in- dependence standards, John Pugliese , Team Capital’s chairman will be added to Provident’s boards of direc- tors in 2014. RBC Capital Markets, LLC served as financial ad- visor, and Luse, Gorman, Pomerenk and Schick served as legal counsel to Provident. Keefe Bruyette & Woods, Inc. served as financial advisor, and Win- dels, Marx, Lane & Mit- tendorf LLP served as legal counsel to Team Capital. Additionally, Team Capital received a fairness opin- ion from Griffin Financial Group, LLC . n
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