Ladder Capital Finance, a New York-based specialty finance company focused on the commercial real estate industry, agreed to acquire Florida community bank FirstCity Bank of Commerce. The purchase price is $8.15 per share, although the total is unknown because FirstCity is private. Ladder Capital was formed last last year with approximately $1 billion in equity and debt capital, co-led by GI Partners and Towerbrook Capital Partners. It recently filed for a $400 million IPO.
FirstCity Bank of Commerce announced today that on July 7, 2009 it entered into an agreement to be acquired by Ladder Capital Finance Holdings LLC.
The merger agreement was unanimously approved by the board of directors of FirstCity Bank of Commerce, (hereafter referred to as FirstCity), and provides that FirstCity shareholders will be able to receive up to $8.15 in cash for each share of FirstCity common stock they hold based upon the number of shares currently outstanding. Upon completion of the merger, each outstanding share of common stock of FirstCity will be converted into the right to receive $7.72 (subject to adjustment). Six months after the completion of the merger, each shareholder will have the right to receive up to an additional $0.43 per share depending on the amount, if any, remaining in an escrow account that may be used to satisfy indemnification claims against FirstCity in accordance with the merger agreement.
President and Chief Executive Officer of FirstCity Lee Waring said, “We are pleased to reach this agreement with a respected institution that is committed to maintaining our company’s ‘clients’ first’ culture. We believe that the proposed transaction presents an exceptional opportunity to deliver immediate value to our shareholders and meet the needs of our clients in a challenging banking and investment environment. Additionally, this is a vote of confidence in the hard work and dedication of our employees and the customer relationships they have helped to build.”
Alan Fishman and Brian Harris, Chairman and Chief Executive Officer of Ladder Capital, respectively, added, “Ladder Capital is looking forward to partnering with FirstCity’s committed employees and first-class management team. We are currently seeking regulatory approval of our business plan as we believe that through continued investments in its technology, people and customer relationships, we will be able to grow FirstCity’s franchise in the years ahead and enhance the services and convenience it offers to the Florida business banking community.”
The merger agreement contains various representations, warranties and covenants by the parties, and completion of the merger is subject to various conditions, including, among others, approval of the merger agreement by FirstCity’s shareholders, the receipt of various bank regulatory approvals and the satisfaction of various conditions relating to FirstCity’s financial condition at closing. Accordingly, there is no assurance that the merger will be completed.
FirstCity Bank of Commerce is a private business bank providing services to niche markets including professional practices, homeowner’s associations, real estate professionals and operating companies. For more information, call (561) 630-5595 or visit www.firstcityboc.com. FirstCity Bank of Commerce is a member of the Federal Deposit Insurance Corporation.