HCBF Holding Company (HCBF) and Jefferson Bankshares (Jefferson) have announced the signing of an agreement and plan of merger, whereby HCBF will acquire Jefferson and its subsidiary, Jefferson Bank of Florida, located in Oldsmar, Florida.
As of December 31, 2016, Jefferson reported assets of approximately $296m and currently operates five branch offices in Pinellas, Hillsborough and Pasco counties.
At closing, Jefferson will merge with and into HCBF, with HCBF being the surviving bank holding company. Immediately following the holding company merger, Jefferson Bank of Florida will merge into Harbor Community Bank (Harbor). The purchase price is approximately $40 million in HCBF common stock and cash.
Jefferson shareholders will receive either $14.03 in cash, or 0.9676 shares of HCBF common stock, per share of Jefferson common stock. Shareholders will be permitted to elect the form of consideration, provided that the aggregate cash consideration will not exceed 20% of the total consideration.
In the event that Jefferson shareholders elect to receive aggregate cash consideration in an amount greater than 20 percent of the total consideration, the distribution of the cash consideration will be prorated among such shareholders.
Harbor currently has 41 branch locations in Florida and assets of approximately $1.8bn. Upon completion of the announced merger with Jefferson, the combined company will have assets of approximately $2.1bn and 46 branch locations in Florida.
HCBF Sr., chairman and CEO Michael J. Brown commented, “We are excited about the opportunity to expand into the rapidly growing Tampa-St. Petersburg-Clearwater market and feel that Jefferson provides an excellent platform on which to do so. Hal Roberts and I admire the strong team that Bob McGivney has built at Jefferson and we look forward to continuing to provide excellent service to the Jefferson Bank of Florida legacy customers.”
The transaction will further solidify HCBF’s position in Florida. The combination will expand the company’s footprint into the high growth Tampa-St. Petersburg-Clearwater market with five branches and an experienced lending team.
The transaction is subject to customary regulatory approvals and Jefferson shareholder approval. It is anticipated that the closing will occur in the third quarter of 2017. Upon completion of the merger, Harbor Community Bank is expected to have branch or loan production offices in 19 Florida counties.
McGivney added, “We are thrilled to be joining a Harbor Community Bank team that has a rich tradition of social responsibility and a focus on customer service. This partnership will allow us to continue servicing the Tampa-St. Petersburg-Clearwater market with even greater resources.”
Harbor and HCBF are led by seasoned Florida bankers: Michael J. Brown Sr. (chairman and CEO), J. Hal Roberts (president and COO), Randall Ezell (executive vice president and CFO) and Michael Brown, Jr. (executive vice president and chief lending officer). The boards of directors of HCBF and Harbor and their management team are committed to continuing the organic and acquisition growth plan that began in 2011.
HCBF was assisted in the transaction by investment banking firm Keefe, Bruyette & Woods, Inc. and the Florida law firm Gunster, Yoakley & Stewart, P.A. Jefferson was assisted by investment banking firm Hovde Group, LLC and the Florida law firm Igler and Pearlman, P.A.