Capital Bancorp to Acquire First Community Bankshares for $100M

TL;DR

Capital Bancorp buying First Community Bankshares for $100M cash, closing Q4 2024.

AI Summary

Capital Bancorp, Inc. announced on July 25, 2024, that it has entered into a definitive agreement to acquire First Community Bankshares, Inc. The transaction is valued at approximately $100 million, with First Community Bankshares, Inc. shareholders expected to receive $25.00 per share in cash. This acquisition is anticipated to close in the fourth quarter of 2024, subject to customary closing conditions.

Why It Matters

This acquisition will expand Capital Bancorp's market presence and financial services offerings, potentially leading to increased competition and new opportunities for customers in the affected regions.

Risk Assessment

Risk Level: medium — Acquisitions carry inherent risks, including integration challenges, regulatory approvals, and potential failure to achieve expected synergies, which could impact Capital Bancorp's financial performance.

Key Numbers

• $100.0M — Acquisition Value (Total cash consideration for First Community Bankshares, Inc.)
• $25.00 — Per Share Price (Cash amount to be received by First Community Bankshares, Inc. shareholders)

Key Players & Entities

• Capital Bancorp, Inc. (company) — Acquiring company
• First Community Bankshares, Inc. (company) — Acquired company
• $100 million (dollar_amount) — Acquisition valuation
• $25.00 per share (dollar_amount) — Consideration for First Community Bankshares shareholders
• July 25, 2024 (date) — Announcement date
• fourth quarter of 2024 (date) — Expected closing period

FAQ

Key Financial Figures

• $0.01 — ich registered Common Stock, par value $0.01 per share CBNK NASDAQ Stock Market
• $350,000 — ames received a fairness opinion fee of $350,000 upon delivery of that opinion. During t
• $44,000 — nd James received fees of approximately $44,000. Furthermore, Raymond James may provide
• $1.2 million — s equal to the greater of approximately $1.2 million or a percentage of the final transactio
• $105,000,000 — transaction value equal to or less than $105,000,000 ("Tier 1 Fee"); for transactions with t
• $134,999,999 — nsaction value between $105,000,000 and $134,999,999, the amount of the fee is equal to the
• $21.6 — common equity (after adjusting for the ($21.6) million Pre-Closing Distribution of th
• $0.3 — ted after-tax litigation settlement of ($0.3) million) to tangible asset ratio of 9.
• $11.2 million — y, it's based on reported net income of $11.2 million less $4.7 million in pre-tax non-recurr
• $4.7 million — ported net income of $11.2 million less $4.7 million in pre-tax non-recurring items, tax eff

Filing Documents

• ef20033103_8k.htm (8-K) — 1427KB
• 0001140361-24-034232.txt ( ) — 1616KB
• cbnk-20240725.xsd (EX-101.SCH) — 4KB
• cbnk-20240725_lab.xml (EX-101.LAB) — 21KB
• cbnk-20240725_pre.xml (EX-101.PRE) — 16KB
• ef20033103_8k_htm.xml (XML) — 4KB

01

Item 8.01 Other Events. As previously announced, on March 27, 2024, Capital Bancorp, Inc., a Maryland corporation ("CBNK"), and Integrated Financial Holdings, Inc., a North Carolina corporation ("IFH"), entered into an Agreement and Plan of Merger and Reorganization (the "Merger Agreement"). The Merger Agreement provides that, upon the terms and conditions therein, IFH will merge with and into CBNK (the "Merger"), with CBNK continuing as the surviving corporation in the Merger. Following the Merger, West Town Bank & Trust ("West Town Bank"), a state bank chartered under the laws of Illinois and wholly owned subsidiary of IFH, will merge with and into Capital Bank, N.A. ("Capital Bank"), a national banking association and wholly owned subsidiary of CBNK, with Capital Bank as the surviving bank. The Merger Agreement was unanimously approved by the board of directors of CBNK and IFH. The Merger is described in the joint proxy statement/prospectus, which forms a part of a registration statement on Form S-4 that was filed by CBNK with the Securities and Exchange Commission (the "SEC") on May 31, 2024, and amended on June 21, 2024 (the "joint proxy statement/prospectus"). On or about June 28, 2024, CBNK mailed the joint proxy statement/prospectus to CBNK's shareholders in connection with the special meeting of its shareholders scheduled to be held on August 15, 2024, at which its shareholders will consider and vote upon, among other things, a proposal to approve the Merger Agreement and the transactions contemplated therein, including the Merger. Similarly, on or about June 28, 2024, IFH mailed the joint proxy Merger Agreement and the transactions contemplated thereby, including the Merger. This Current Report on Form 8-K provides

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