Fort Pierce, Fla.-based HCBF Holding Co. Inc. agreed to acquire Oldsmar, Fla.-based Jefferson Bankshares Inc. in a 20%-cash, 80%-stock deal.
Under the deal Jefferson shareholders will receive, for each share, either $14.03 in cash, or 0.9676 of a share of HCBF common stock. If more than 20% of stockholders elect cash, their cash consideration will be prorated.
SNL Financial calculates that the deal price represents 162.8% of book and 164.7% of tangible book, on an aggregate basis. The price represents 22.5x last-12-months earnings, 15.60% of deposits and 13.51% of assets.
SNL valuations for bank and thrift targets in the Southeast region between Jan. 20, 2016 and Jan. 20, 2017 averaged 132.25% of book, 137.94% of tangible book and had a median of 20.23x LTM earnings, on an aggregate basis. On a per-share basis, valuations averaged 153.04% of book, 163.89% of tangible book and had a median of 21.90x LTM earnings.
The deal will see HCBF enter Pinellas County with three branches to be ranked No. 20 with a 0.46% share of approximately $37.98 billion in total market deposits, enter Hillsborough County with one branch to be ranked No. 43 with a 0.10% share of approximately $30.24 billion in total market deposits, and enter Pasco County with one branch to be ranked No. 18 with a 0.37% share of approximately $5.19 billion in total market deposits.
HCBF had $1.79 billion in assets as of Sept. 30, 2016, and Jefferson had $296.1 million in assets as of Dec. 31, 2016, according to SNL data. The combined company would have about $2.1 billion in assets and 46 branch locations in Florida, the release stated.
Keefe Bruyette & Woods Inc. was financial adviser to HCBF, and Gunster Yoakley & Stewart PA was the company's legal counsel. Hovde Group LLC, led by Nick Barbarine, advised Jefferson, with Igler and Pearlman PA as legal counsel.
The transaction is expected to close in the third quarter. It is subject to the approval of regulators and Jefferson's shareholders.
SNL is an offering of S&P Global Market Intelligence.