Sterling Bancorp Announces Shareholder Approval of Sale of Sterling Bank and Trust, F.S.B. to EverBank Financial Corp and Approval of Plan of Dissolution

Rhea-AI Summary

Sterling Bancorp (NASDAQ: SBT) shareholders have overwhelmingly approved the sale of Sterling Bank and Trust to EverBank Financial Corp, with over 99% of votes cast and 74% of outstanding shares supporting the transaction. The shareholders also approved the Plan of Dissolution and advisory compensation for named executive officers. The sale transaction, which remains subject to regulatory approvals and customary closing conditions, is expected to complete in the first quarter of 2025.

Positive

• Overwhelming shareholder approval with 99% of votes in favor
• 74% of outstanding shares participated in the vote
• Transaction on track for completion in Q1 2025

Negative

• Company will dissolve following the sale completion
• Transaction still pending regulatory approvals

Insights

Investment Banking Analyst

The shareholder approval of Sterling Bancorp's sale to EverBank Financial Corp marks a crucial milestone in the M&A transaction. With 99% of votes cast supporting the deal and 74% of outstanding shares participating, this demonstrates strong shareholder confidence in the strategic decision. The transaction's structure, involving both a sale and subsequent dissolution, suggests a complete exit strategy that will return capital to shareholders.

The deal's expected completion in Q1 2025 hinges on regulatory approvals, which represent the final hurdle. Given Sterling's market cap of $248.5 million, this consolidation reflects the ongoing trend of regional bank mergers aimed at achieving economies of scale and improved operational efficiency. The high approval rate indicates shareholders see more value in the sale than in continuing as a standalone entity, particularly given the challenging environment for smaller banks amid rising rates and regulatory pressures.

The inclusion of executive compensation approval, though non-binding, suggests management alignment with shareholder interests in executing this exit strategy. This transaction will likely contribute to the broader consolidation trend in the regional banking sector, where smaller institutions are increasingly seeking strategic alternatives to compete effectively.

Banking Regulatory Expert

The pending regulatory approval phase is particularly noteworthy given the current heightened scrutiny in bank M&A transactions. The deal structure, involving the complete sale of Sterling Bank and Trust followed by holding company dissolution, requires multiple regulatory clearances, including from the OCC and Federal Reserve. The overwhelming shareholder approval strengthens the case for regulatory consent, as it demonstrates strong stakeholder support for the transaction.

The planned dissolution of the holding company post-sale indicates a clean exit strategy that should simplify the regulatory approval process. However, timing estimates for Q1 2025 completion suggest a thorough regulatory review process, typical for transactions involving FDIC-insured institutions. This timeline aligns with current regulatory review patterns for similar-sized bank acquisitions, where authorities are particularly focused on systemic risk and community impact considerations.

SOUTHFIELD, Mich.--(BUSINESS WIRE)-- Sterling Bancorp, Inc. (NASDAQ: SBT) (“Sterling” or the “Company”), the holding company of Sterling Bank and Trust, F.S.B. (the “Bank”), today reported that its shareholders have approved (i) the sale of all of the issued and outstanding shares of capital stock of the Bank to EverBank Financial Corp and (ii) the Plan of Dissolution approved and adopted by the board of directors of the Company on September 15, 2024. The shareholders also approved, on an advisory, non-binding basis, the compensation that will or may be paid to the named executive officers of the Company in connection with the sale transaction.

Following the special meeting of the Company shareholders held this morning, Mr. Thomas O’Brien, President and Chief Executive Officer stated, “We are very pleased with the overwhelming support for the sale and dissolution by our shareholders, as evidenced by the outcome of the meeting held today. More than 99% of the votes cast at our meeting, and 74% of the outstanding shares, were voted in favor of the sale and the dissolution.”

Completion of the sale transaction remains subject to the satisfaction of the remaining customary closing conditions, including receipt of regulatory approvals. Assuming such conditions are satisfied, the Company currently expects to complete the sale transaction in the first calendar quarter of 2025.

The full results of the Special Meeting will be reported in the Company’s Form 8-K expected to be filed on or about December 20, 2024.

About Sterling Bancorp, Inc.

Sterling Bancorp, Inc. is a unitary thrift holding company. Its wholly owned subsidiary, Sterling Bank and Trust, F.S.B., has primary branch operations in San Francisco and Los Angeles, California and New York City. Sterling offers a range of loan products as well as retail and business banking services. Sterling also has an operations center and a branch in Southfield, Michigan. For additional information, please visit the Company’s website at http://www.sterlingbank.com.

View source version on businesswire.com: https://www.businesswire.com/news/home/20241218537940/en/

Investor Contact:

Sterling Bancorp, Inc.

Karen Knott

Executive Vice President and Chief Financial Officer

(248) 359-6624

kzaborney@sterlingbank.com

Source: Sterling Bancorp, Inc.

FAQ

What percentage of Sterling Bancorp (SBT) shareholders approved the EverBank acquisition?

Over 99% of votes cast and 74% of outstanding shares were voted in favor of the sale and dissolution.

When is the Sterling Bancorp (SBT) sale to EverBank expected to close?

The transaction is expected to close in the first calendar quarter of 2025, subject to regulatory approvals and customary closing conditions.

What approvals did Sterling Bancorp (SBT) shareholders give at the special meeting?

Shareholders approved the sale of Sterling Bank to EverBank, the Plan of Dissolution, and advisory compensation for named executive officers.

What conditions remain for Sterling Bancorp's (SBT) sale to EverBank to complete?

The sale transaction remains subject to regulatory approvals and other customary closing conditions.