Announcement • Apr 02
EverBank, National Association completed the acquisition of Sterling Bank and Trust, FSB from Sterling Bancorp, Inc.
EverBank, National Association entered into a definitive stock purchase agreement to acquire Sterling Bank and Trust, FSB from Sterling Bancorp, Inc. (Southfield, MI) (NasdaqCM:SBT) for approximately $260 million on September 15, 2024. A cash consideration of $261 million will be paid by EverBank, National Association. As part of consideration, $261 million is paid towards common equity of Sterling Bank and Trust, FSB. Under the terms of the stock purchase agreement, EverBank would acquire all of the capital stock of Sterling Bank and Trust from Sterling Bancorp for fixed cash consideration of $261 million. EverBank intends to fund the transaction with its cash on hand. Upon completion of the transaction, the Sterling Bank and Trust will merge with and into EverBank, National Association, with EverBank, National Association as the surviving entity, and the separate existence of the Sterling Bank and Trust will cease. Following the acquisition, Peggy Daitch, Tracey Dedrick, Benjamin Wineman and Eboh Okorie have resigned from their roles as directors of Sterling Bancorp.
The sale transaction is subject to customary closing conditions, including regulatory approvals and approval by Sterling’s shareholders. Sterling’s board of directors has unanimously approved the sale transaction, which is expected to close in the first quarter of 2025. As a condition for EverBank to enter into the sale transaction, trustees for family trusts representing approximately 38% of the outstanding common stock of the Sterling Bancorp have entered into agreements pursuant to which they have committed to vote their shares in favor of the sale transaction. Immediately following the closing of the sale transaction, Sterling is expected to voluntarily delist its common stock from Nasdaq, with trading in the stock intended to cease at such time or immediately thereafter and deregister its common stock in order to terminate and suspend its reporting obligations under the Securities Exchange Act of 1934, as amended. The closing date of the sale would be the record date for the shareholder distributions under the Plan of Dissolution. Sterling will be soliciting shareholder support for this transaction at a special meeting of Sterling’s shareholders. The Stock Purchase Agreement further provides that a termination fee of $9,135,000 will be payable by the Sterling Bancorp to EverBank upon termination of the Stock Purchase Agreement. As of December 18, 2024, Sterling Bancorp shareholders approved the transaction. As of March 14, 2025, Office of the Comptroller of the Currency approved the transaction. Completion of the sale transaction remains subject to the satisfaction of the remaining closing conditions, including receipt of regulatory approval from the Board of Governors of the Federal Reserve System. The closing of the sale transaction is expected to occur promptly following the expiration of all applicable waiting periods once such approval is received. All other remaining closing conditions, including the sale of the Bank’s tenant-in-common loan portfolio to Bayview Acquisitions LLC, are expected to be satisfied within this time period. As of March 17, 2025, it was announced that Sterling Bancorp received regulatory approval from the Board of Governors of the Federal Reserve System on March 14, 2025. The closing of the sale transaction will occur before the market opens on April 1, 2025, subject to the satisfaction of the remaining closing conditions.
Keefe, Bruyette & Woods, A Stifel Company, acted as financial advisor for Sterling Bancorp, Inc. Robert C. Azarow, Kevin M. Toomey, Edward A. Deibert, James W. Cooper, Laurie Abramowitz, Stephanie G. Nygard, Kathleen Wechter, and Anthony Raglani of Arnold & Porter Kaye Scholer LLP served as legal advisor for Sterling Bancorp, Inc. Hovde Group, LLC also acted as financial advisor to the Sterling Bancorp, Inc solely to provide certain additional financial advisory services to the Company’s board of directors. Lee Meyerson, Ravi Purushotham and Louis Argentieri of Simpson Thacher & Bartlett LLP acted as legal counsel to EverBank for the transaction.
EverBank, National Association completed the acquisition of Sterling Bank and Trust, FSB from Sterling Bancorp, Inc. (Southfield, MI) (NasdaqCM:SBT) on March 31, 2025.
