Howard Bancorp and 1st Mariner Bank jointly announced the signing of a definitive agreement and plan of reorganization whereby Howard will acquire 1st Mariner.
Upon the closing of the transaction, 1st Mariner will merge with Howard’s wholly owned bank subsidiary, Howard Bank, and the combined organization will operate under the Howard Bank name and be headquartered in 1st Mariner’s existing Baltimore city location.
Howard is the parent company of Howard Bank headquartered in Ellicott City, Maryland. Howard Bank operates a general commercial banking business through its 13 branches located throughout the Greater Baltimore Metropolitan Area. At June 30, 2017, it had consolidated assets of approximately $1.1 billion, portfolio loans of approximately $880 million and deposits of approximately $855 million. Following the acquisition and after branch consolidation, Howard will have 21 well-located offices in the Greater Baltimore Metropolitan Area, with pro forma assets of $2.1 billion, portfolio loans of $1.5 billion and deposits of $1.6 billion based on financial data as of June 30, 2017.
Howard Chairman and Chief Executive Officer, Mary Ann Scully said, “We have long respected the executive team at 1st Mariner and have been very impressed by their turnaround and recasting of the bank since their restructuring in 2014. Both Howard and 1st Mariner share a focus on privately held businesses in the Greater Baltimore market. We think this transaction is transformational not only for our shareholders but also for our teams, our customers, and the Greater Baltimore community. We are excited to have the 1st Mariner customers, board members and staff join us, and we look forward to being welcomed by them. This is a win-win for the Baltimore business community who will now be served by the best business bank in the region.”
Headquartered in Baltimore, Maryland, 1st Mariner was founded in 1920 to serve the local community by offering a wide array of financial products and services to small and mid-size businesses, professional real estate developers and investors, and retail customers throughout the Baltimore marketplace. At June 30, 2017, 1st Mariner had $975 million in assets, $666 million in portfolio loans and $771 million in deposits. It serves its customers from 14 locations in greater Baltimore.
Under the terms of the agreement, which has been approved by the boards of directors of Howard, Howard Bank and 1st Mariner, stockholders of 1st Mariner will be entitled to receive 1.6624 shares of Howard common stock for each common and preferred share of 1st Mariner. Based on Howard’s closing stock price of $16.85 on August 14, 2017, the transaction is valued at $28.01 per share or $163.4 million in the aggregate including the value to 1st Mariner’s option and warrant holders. The closing is anticipated to occur in the fourth quarter of 2017, subject to approval by Howard and 1st Mariner stockholders, regulatory approvals and other customary closing conditions.
Robert Kunisch, Chief Executive Officer of 1st Mariner commented, “We are thrilled to be partnering with the Howard Bank team. Our shared commercial focus and long ties to the market will be particularly attractive to our customers and employees. We are excited to join together to build the best business bank in Baltimore.”
Upon completion of the merger, Mary Ann Scully will continue as Chair and Chief Executive Officer of Howard and Howard Bank, and Robert Kunisch, will join the Howard and Howard Bank boards of directors and assume the role of President of Howard and Howard Bank. George Coffman will continue as Chief Financial Officer of Howard, James Witty will continue as Chief Commercial Banking Officer, Robert Altieri will continue as the Chief Mortgage Officer, Randy Jones will join from 1st Mariner as Chief Credit Officer, Charles Schwabe will continue as Chief Risk Officer, and Steven Poynot will become Chief Administrative Officer. 1st Mariner Executive Chairman Jack Steil will also join the Howard and Howard Bank boards as a director and will serve as Senior Business Development Advisor to the combined company. The Howard and Howard Bank boards will be reconstituted to have 14 members, eight of whom will be from the current Howard board and six from the current 1st Mariner board.
Howard projects cost savings of 37% of 1st Mariner’s noninterest expense base as a result of operational synergies and the consolidation of some locations. The transaction is expected to be materially accretive to earnings per share with dilution to tangible book value earned back within three years. Additionally, the combined company will be well-capitalized by all regulatory standards at the time of closing. The transaction has an anticipated internal rate of return in excess of 20%, which is well in excess of Howard’s cost of capital.