Customers Bancorp, Inc. (NYSE:CUBI), the parent company of
Customers Bank (together, “Customers”), today announced the
execution of a Purchase and Assumption Agreement to sell the assets
and liabilities of the BankMobile division of Customers Bank,
including all deposits, technology, intellectual property and
customer accounts, to Clearwater, Florida-based Flagship Community
Bank (“Flagship”) for a total cash purchase price of
$175 million. After accounting for all expenses, this
transaction is expected to create approximately $100 million
of pre-tax gain for Customers.
BankMobile provides a full range of deposit
products to retail customers utilizing smart phone technology (and
other electronic digital media), and its revenues are largely
derived from interchange fees from customer debit card use paid for
by the merchant. At December 31, 2016, BankMobile had
approximately 1.7 million student checking accounts and
approximately $500 million of noninterest bearing
deposits. “Due to Durbin Amendment restrictions on debit card
interchange fees, Customers believes it will be unable to
profitably operate BankMobile once Customers’ consolidated assets
exceed $10 billion,” stated Jay Sidhu, Chairman and CEO of
Customers Bancorp, Inc. Accordingly, Customers had previously
announced its intention to divest its BankMobile division, and
reviewed preliminary indications of interest from several
institutions of varying sizes. After careful deliberations
and consultations with its advisors, the Board of Directors
concluded that the Flagship transaction was in the best interest of
its shareholders, customers, team members and the communities
BankMobile serves. “Customers is pleased to execute the sale
of the BankMobile division to Flagship so that BankMobile can
continue to serve its target markets—college students, middle
income Americans and underbanked Americans,” continued Sidhu.
Commenting on the proposed transaction, Frank
Burke, Chairman, President & CEO of Flagship stated, “Our Board
of Directors, with the assistance of our advisors and investment
bankers, studied a variety of strategic options available to
Flagship. While Flagship continues to believe in the demand
for a locally owned and managed community bank, and will continue
its model of local community banking through its two branches in
Clearwater, we also recognize that digital banking is expanding and
the acquisition of BankMobile provides us with an opportunity to
meaningfully expand our digital banking footprint beyond our
Florida markets. We look forward to welcoming BankMobile’s
team of over 220 staff members to Flagship, so we can continue to
provide BankMobile’s customers with the products and services they
have come to expect.”
The transaction is subject to the receipt of all
necessary regulatory approvals, certain Flagship shareholder
approvals, financing and other customary closing conditions, and is
expected to close in the third quarter of 2017. Flagship
Community Bank was advised by the investment banking firm of Monroe
Financial Partners, Inc. and the law firms of Nelson Mullins Riley
& Scarborough LLP and Edward W. Dougherty P.A. Customers
Bancorp, Inc. was advised by the investment banking firms of KBW, a
Stifel Company, and Commerce Street Capital and the law firm of
Stradley Ronon Stevens & Young.
Institutional Background
Customers Bancorp, Inc. is a bank holding company
located in Wyomissing, Pennsylvania engaged in banking and related
businesses through its bank subsidiary, Customers Bank. Customers
Bank is a community-based, full-service bank with assets of
approximately $9.4 billion that was named one of Forbes magazine’s
2017 100 Best Banks in America (there are over 6,200 banks in the
United States). A member of the Federal Reserve System with
deposits insured by the Federal Deposit Insurance Corporation,
Customers Bank is an equal opportunity lender that provides a range
of banking services to small and medium-sized businesses,
professionals, individuals and families through offices in
Pennsylvania, New York, Rhode Island, New Hampshire, Massachusetts,
and New Jersey. Committed to fostering customer loyalty, Customers
Bank uses a High Tech/High Touch strategy that includes use of
industry-leading technology to provide customers better access to
their money, as well as Concierge Banking® by appointment at
customers’ homes or offices 12 hours a day, seven days a week.
Customers Bank offers a continually expanding portfolio of loans to
small businesses, multi-family projects, mortgage companies and
consumers. BankMobile is a division of Customers Bank,
offering state of the art high tech digital banking services with a
high level of personal customer service.
Customers Bancorp, Inc. voting common shares are
listed on the New York Stock Exchange under the symbol CUBI.
Additional information about Customers Bancorp, Inc. can be found
on the Company's website, www.customersbank.com.
“Safe Harbor” Statement
In addition to historical information, this press
release contains “forward-looking statements” within the meaning of
the “safe harbor” provisions of the Private Securities Litigation
Reform Act of 1995. These forward-looking statements include
statements with respect to Customers Bancorp, Inc.’s strategies,
beliefs and expectations and other statements about the proposed
transaction, including Flagship’s expectations related to the
acquisition and the timing of the closing of the transaction.
Statements preceded by, followed by, or that include the words
“may,” “will,” “could,” “should,” “pro forma,” “look forward,”
“would,” “believe,” “expect,” “anticipate,” “estimate,” “intend,”
“plan,” or similar expressions generally indicate a forward-looking
statement. These forward-looking statements involve risks and
uncertainties that are subject to change based on various important
factors (some of which, in whole or in part, are beyond Customers
Bancorp, Inc.’s control), such as: the occurrence of any event,
change or other circumstance that could result in the transaction
not closing or a material delay in its closing, such as the
inability to obtain the requisite regulatory approvals, shareholder
approvals, or financing for the transaction and meet other closing
terms and conditions; the transaction may be more expensive to
complete than anticipated; the expected benefits of the transaction
may not be achieved as a result of unexpected factors or events;
the reaction to the transaction of each party’s customers,
employees and counterparties; difficulties related to the
transition of services; and the possibility of Customers Bancorp,
Inc. incurring liabilities relating to the proposed transaction,
any of which could cause actual results to differ from those in the
forward-looking statements. Customers Bancorp, Inc. cautions
that the foregoing factors are not exclusive, and neither such
factors nor any such forward-looking statement takes into account
the impact of any future events. All forward-looking statements and
information set forth herein are based on management's current
beliefs and assumptions as of the date hereof and speak only as of
the date they are made. For a more complete discussion of the
assumptions, risks and uncertainties related to our business, you
are encouraged to review Customers Bancorp, Inc.’s filings with the
Securities and Exchange Commission, including its most recent
annual report on Form 10-K for the year ended December 31, 2015,
subsequently filed quarterly reports on Form 10-Q, and current
reports on Form 8-K that update or provide information in addition
to the information included in the Form 10-K and 10-Q
filings. Customers Bancorp, Inc. does not undertake to update
any forward-looking statement whether written or oral, that may be
made from time to time by Customers Bancorp, Inc. or by or on
behalf of Customers Bank.
Contact:
Jay Sidhu, Chairman & CEO, Customers Bancorp, Inc. 610-935-8693
Investor Contact:
Robert Wahlman, CFO, Customers Bank 610-743-8074
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