UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
CURRENT REPORT
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| Item 2.01 | Completion of Acquisition or Disposition of Assets. |
On April 1, 2020, Sandy Spring Bancorp, Inc. (the “Company”) completed its previously announced acquisition of Revere Bank (“Revere”) pursuant to the Agreement and Plan of Merger, dated as of September 23, 2019 (the “Merger Agreement”), by and among the Company, Sandy Spring Bank, a wholly-owned subsidiary of the Company, and Revere, pursuant to which Revere merged with and into Sandy Spring Bank, with Sandy Spring Bank as the surviving institution (the “Merger”). Pursuant to the Merger Agreement, at the effective time of the Merger (the “Effective Time”), each outstanding share of common stock, par value $5.00 per share, of Revere (the “Revere Common Stock”), except for (i) dissenting shares and (ii) shares held, other than in a bona fide fiduciary or agency capacity or in satisfaction of a debt previously contracted, by the Company, Revere, or a subsidiary of either, was converted into the right to receive 1.05 shares of common stock, par value $1.00 per share, of the Company (the “Merger Consideration”).
At the Effective Time, each option to purchase Revere Common Stock (except for options held by the persons described below) whether vested or unvested, fully vested and was converted into an option to purchase Company common stock (“Sandy Spring Common Stock”) on the same terms and conditions as were applicable to the option to purchase Revere Common Stock. The number of shares of Sandy Spring Common Stock subject to such converted stock option is equal to the product obtained by multiplying the number of shares of Revere Common Stock subject to the Revere stock option by 1.05. The exercise price applicable to the Sandy Spring Common Stock subject to such converted stock option is equal to the quotient obtained by dividing the exercise price per Revere stock option by 1.05. Also at the Effective Time, each Revere stock option held by persons who were notified (i) that they will not continue as employees or directors of the Company or any of its subsidiaries after the Effective Time, or (ii) that their employment with the Company will continue only for a commercially reasonable period after the Effective Time to facilitate integration and then terminate, was canceled in exchange for an amount equal to $22.44 less the option exercise price. At the Effective Time, each Revere restricted stock award became fully vested and was converted into the right to receive the Merger Consideration.
The foregoing description of the transactions contemplated by the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, which was attached as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on September 24, 2019 and is incorporated into this Item 2.01 by reference.
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On March 31, 2020, pursuant to the terms of the Merger Agreement and effective as of the Effective Time, the Company expanded the size of its Board of Directors by two members and appointed Walter C. Martz II and Christina Baldwin O’Meara, former directors of Revere, to fill the newly created vacancies. In addition, on March 31, 2020, pursuant to the terms of the Merger Agreement and effective as of the Effective Time, Sandy Spring Bank expanded the size of its Board of Directors by three members and appointed Walter C. Martz II, Christina Baldwin O’Meara and Brian J. Lemek, also a former director of Revere, to fill the newly created vacancies.
Mr. Martz, Ms. O'Meara and Mr. Lemek will be eligible to receive compensation as non-employee directors of the Company and Sandy Spring Bank in accordance with the Company’s non-employee director compensation program as then in effect.
| Item 8.01 | Other Events. |
On April 1, 2020, the Company issued a press release announcing the completion of the Merger. A copy of the press release is incorporated into this Item 8.01 by reference.
| Item 9.01 | Financial Statements and Exhibits. |
| (a) | Financial Statements of Businesses Acquired |
Financial statements of the business acquired will be filed by amendment to this Current Report on Form 8-K no later than 71 days following the date that the initial Current Report or Form 8-K was required to be filed.
| (b) | Pro Forma Financial Information |
Pro forma financial statements required by Item 9.01(b) will be filed by amendment to this Current Report on Form 8-K no later than 71 days following the date that the initial Current Report or Form 8-K was required to be filed.
| (d) | Exhibits. |
| Exhibit No. | Description |
| 99.1 | Press Release, dated April 1, 2020 |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| SANDY SPRING BANCORP, INC. | ||
| (Registrant) | ||
| Date: April 1, 2020 | By: | /s/ Aaron M. Kaslow |
| Aaron M. Kaslow | ||
| Executive Vice President, General Counsel and Secretary | ||
| 3 |
Exhibit 99.1
Sandy Spring Bancorp Completes Acquisition of Revere Bank
Bank Deepens Presence in the Region and Welcomes New Executives and Directors
OLNEY, MARYLAND, April 1, 2020 – Sandy Spring Bancorp, Inc. (NASDAQ: SASR, “Sandy Spring”), the parent company of Sandy Spring Bank, announced today that it has completed its acquisition of Revere Bank (“Revere”). Now officially part of Sandy Spring, Revere’s branding will change to Sandy Spring following the full conversion of Revere’s systems, which is expected to occur during the third quarter of 2020.
“It is a critical time for us to come together as a company and community, so we are pleased to welcome Revere Bank clients and employees to Sandy Spring Bank,” said Daniel J. Schrider, President and CEO of Sandy Spring Bank. “Our company is focused on driving sustainable and purposeful growth and upholding the tradition of community banking in this region. We believe the acquisition of Revere Bank will allow us to best serve the needs of our clients, build stronger communities, deliver value for our shareholders, and provide meaningful opportunities for our employees.”
The combined bank’s assets total $11.4 billion, which has resulted in Sandy Spring exceeding the important growth benchmark of $10 billion and making it the largest locally headquartered community bank in the Greater Washington, D.C. region. Revere’s clients will have access to Sandy Spring’s extensive capabilities and sophisticated products, which include a range of commercial and retail banking, mortgage, private banking, and trust services, as well as a comprehensive menu of insurance and wealth management services through its subsidiaries.
In connection with its acquisition of Revere, former Revere directors Christina Baldwin O’Meara, Walter C. (Clay) Martz II and Brian J. Lemek are joining Sandy Spring’s board of directors.
Ms. O’Meara, a founding director of Revere, is President of O’Meara Properties, a real estate brokerage, development and management firm that recently merged into Reliable Real Estate Services. Mr. Lemek, also a founding director of Revere, is the founder and owner of Lemek, LLC, the franchisee for Panera Bread bakery-cafes in Maryland, and of Lemek Slower Lower LLC, which owns six Panera Bread bakery-cafes in Southern New Jersey and Delaware. Mr. Martz is an attorney at Walter C. Martz, LLC, a general law practice, and also serves as the Chief Judge of the Maryland Tax Court.
Revere’s Co-Presidents and CEOs, Kenneth C. Cook and Andrew F. Flott, have joined Sandy Spring as Executive Vice President and Division Executive, respectively.
With the completion of the merger, former Revere shareholders received 1.05 shares of Sandy Spring common stock for each share of Revere common stock they held. Based on the $22.64 per share closing price of Sandy Spring common stock on March 31, 2020, the total transaction value is approximately $287 million. Sandy Spring shareholders now own approximately 74 percent of the combined company, and former Revere shareholders own approximately 26 percent.
About
Sandy Spring Bancorp, Inc.
Sandy Spring Bancorp, Inc., headquartered in Olney, Maryland, is the holding company for Sandy Spring Bank, a premier community
bank in the Greater Washington, D.C. region. With over 50 locations, the bank offers a broad range of commercial and retail
banking, mortgage, private banking, and trust services throughout Maryland, Northern Virginia, and Washington,
D.C. Through its subsidiaries, Rembert Pendleton Jackson, Sandy Spring Insurance Corporation and West Financial
Services, Inc., Sandy Spring Bank also offers a comprehensive menu of insurance and wealth management services.
Forward-looking Statements
This communication contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 with respect to the financial condition, results of operations, plans, objectives, future performance and business of Sandy Spring. Forward-looking statements, which may be based upon beliefs, expectations and assumptions of Sandy Spring’s management and on information currently available to management, are generally identifiable by the use of words such as “believe,” “expect,” “anticipate,” “plan,” “intend,” “outlook,” “estimate,” “forecast,” “project,” “may,” “will,” “would,” “could,” “should” or other similar words and expressions. These forward-looking statements are subject to numerous assumptions, risks and uncertainties, which change over time. Forward-looking statements speak only as of the date they are made, and Sandy Spring undertakes no obligation to update any statement in light of new information or future events. Annualized, pro forma, projected and estimated numbers are used for illustrative purpose only, are not forecasts and may not reflect actual results.
In addition to factors previously disclosed in Sandy Spring’s reports filed with the U.S. Securities and Exchange Commission, the following factors among others, could cause actual results to differ materially from those in its forward-looking statements: (i) the possibility that any of the anticipated benefits of the acquisition of Revere will not be realized or will not be realized within the expected time period; (ii) the risk that integration of operations of Revere with those of Sandy Spring will be materially delayed or will be more costly or difficult than expected; (iii) general economic conditions and trends, either nationally or locally; (iv) conditions in the securities markets; (v) changes in interest rates; (vi) changes in deposit flows, and in the demand for deposit, loan, and investment products and other financial services; (vii) changes in real estate values; (viii) changes in the quality or composition of Sandy Spring’s loan or investment portfolios; (ix) changes in competitive pressures among financial institutions or from non-financial institutions; (x) the ability to retain key members of management; (xi) the heightened regulation that Sandy Spring will be subject to as a result of its increased asset size following its acquisition of Revere and (xii) changes in legislation, regulations, and policies.
For additional information or questions, please contact:
Daniel J. Schrider, President & Chief Executive Officer, or
Philip J. Mantua, E.V.P. & Chief Financial Officer
Sandy Spring Bancorp
17801 Georgia Avenue
Olney, Maryland 20832
800.399.5919
Email:
DSchrider@sandyspringbank.com
PMantua@sandyspringbank.com
Website: www.sandyspringbank.com
Media Contact:
Sam Price
Vice President, Marketing
Sandy Spring Bank
301.260.3614
sprice@sandyspringbank.com
Cover |
Mar. 31, 2020 |
|---|---|
| Cover [Abstract] | |
| Document Type | 8-K |
| Amendment Flag | false |
| Document Period End Date | Mar. 31, 2020 |
| Entity File Number | 000-19065 |
| Entity Registrant Name | SANDY SPRING BANCORP, INC. |
| Entity Central Index Key | 0000824410 |
| Entity Tax Identification Number | 52-1532952 |
| Entity Incorporation, State or Country Code | MD |
| Entity Address, Address Line One | 17801 Georgia Avenue |
| Entity Address, City or Town | Olney |
| Entity Address, State or Province | MD |
| Entity Address, Postal Zip Code | 20832 |
| City Area Code | 301 |
| Local Phone Number | 774-6400 |
| Written Communications | false |
| Soliciting Material | false |
| Pre-commencement Tender Offer | false |
| Pre-commencement Issuer Tender Offer | false |
| Title of 12(b) Security | Common Stock, par value $1.00 per share |
| Trading Symbol | SASR |
| Security Exchange Name | NASDAQ |
| Entity Emerging Growth Company | false |