Capital Funding Bancorp, Inc. and AmericasBank Corp., the parent company of AmericasBank, a Maryland-chartered commercial bank with three branches, have entered into a definitive merger agreement. Under the terms of the agreement, AmericasBank Corp. will be acquired by Capital Funding Bancorp, Inc. in a cash transaction to AmericasBank Corp. shareholders. AmericasBank Corp. will become a wholly-owned subsidiary of Capital Funding Bancorp, Inc. Financial terms of the agreement were not disclosed.
Capital Funding Bancorp, Inc. was formed in early 2009 by Jack Dwyer, a leading Baltimore businessman. Dwyer is the owner of Capital Funding Group, Inc. which specializes in mortgage loans and working capital financing for the health care industry and has provided more than $1 billion in HUD-insured health care financing nationwide since its founding in 1993. As a result of the transaction, Capital Funding Bancorp, Inc. will assume certain finance and lending functions of Capital Funding Group, Inc.
Per the agreement, Capital Funding Bancorp, Inc. will assume ownership of AmericasBank assets, including the bank branches. Capital Funding Bancorp, Inc. will become the parent corporation of AmericasBank which will continue to operate as a community bank offering small business loans, sound savings, innovative cash management and private banking applications. AmericasBank has three area branches doing business as Towson Community Bank, Annapolis Community Bank, and AmericasBank in the Highlandtown community of the City of Baltimore.
The transaction is anticipated to be transparent to AmericasBank account holders with no major changes anticipated at this time to either the bank’s branches or its local service offerings. After the close of the transaction, Capital Funding Bancorp, Inc. intends to inject more than $35 million in capital to the bank in the form of cash, a $1 billion loan servicing portfolio and other assets without any taxpayer subsidy. Capital Funding Bancorp, Inc. intends to retain the vast majority of the banks’ approximately 30 full-time employees
The agreement has been approved by each company’s board of directors and is subject to AmericasBank shareholder and regulatory approval. The deal is expected to close in the second quarter of 2009.
“We are excited to grow AmericasBank into a leading community lender, and a thriving commercial bank with national expertise in health care,” says Jack Dwyer, chairman and owner of Capital Funding Bancorp, Inc. “We also see AmericasBank as an excellent platform for continuing to grow the success of Capital Funding Group’s health care related mortgage loans and working capital financing programs.”
“This agreement provides us with the necessary capital and financial strength to operate in today’s challenging banking environment, and positions us nicely, as a well-capitalized bank, for a strong future of growth and success,” says Lee W. Warner, Chairman of AmericasBank. “I’m confident that this agreement delivers the best outcome for our stockholders, customers, employees and the community,”
At the close of the transaction, A. Patrick Linton will serve as president and CEO of AmericasBank. Linton, a seasoned bank executive, currently serves as senior vice president of Capital Funding Bancorp, Inc. He served as president, CEO and director of FCNB Bank and Corp in Frederick, Maryland. After that entity merged with BB&T, Linton served as BB&T’s Potomac Region president and executive vice president of government affairs and public policy.
At the close of the transaction A. Gary Rever, the current acting CEO of AmericasBank, will serve as CFO of the bank and Ellen Fish, current president of AmericasBank will serve as executive vice president of community banking.
Kennedy & Baris, LP and Whiteford Taylor & Preston LLP acted as legal advisor to Capital Funding Bancorp, Inc. during the transaction. David H. Lavine, CPA LLC served as financial advisor to Capital Funding Bancorp, Inc. during the transaction. Howe Barnes Hoefer & Arnett, Inc. rendered a fairness opinion to AmericasBank Corp. in connection with the deal and Ober|Kaler acted as legal advisor to AmericasBank during the transaction.
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