M&A - Sterling Bancorp, Inc.

Form Type: 8-K

Filing Date: 2025-04-01

Corporate Action: Acquisition

Type: New

Accession Number: 000110465925030586

Filing Summary: On March 31, 2025, Sterling Bancorp, Inc. announced the completion of the acquisition of Sterling Bank and Trust, F.S.B. by EverBank Financial Corp, effective April 1, 2025. The company received a cash purchase price of $261 million as per the Stock Purchase Agreement. The Bank merged into EverBank, National Association, ceasing its separate existence. Concurrently, a prior sale of the Bank's residential mortgage loans to Bayview Acquisitions LLC was completed on March 28, 2025, as a condition to the acquisition. Following the acquisition, the Company requested Nasdaq to halt trading of its common stock and withdrew it from listing due to the dissolution of Sterling Bancorp, Inc., initiated by a certificate of dissolution filed on April 1, 2025. The company announced a liquidating distribution of $4.85 per share, totaling approximately $252 million, to shareholders of record by April 8, 2025. The corporate structure will wind down, and future distributions will be governed by Michigan law. Multiple resignations were noted among the Company’s directors and executives, with arrangements for executive compensation upon their departure under Change of Control Agreements, amounting to significant payouts to top executives.

Form Type: 8-K

Filing Date: 2025-03-19

Corporate Action: Acquisition

Type: New

Accession Number: 000110465925025444

Filing Summary: On March 19, 2025, Sterling Bancorp, Inc. announced that the Executive Compensation Committee has accelerated the vesting of all unvested shares of restricted stock granted to independent directors and key employees due to the recent approval of the sale of all issued and outstanding shares of capital stock of Sterling Bank and Trust, F.S.B. to EverBank Financial Corp. The acceleration takes effect on the same date, contingent upon receiving both shareholder approval and necessary regulatory approvals, alongside satisfying all material closing conditions. This action signifies a crucial step in the ongoing corporate restructuring in anticipation of the acquisition, ensuring that key personnel retain their equity incentives as the transaction progresses.

Form Type: 8-K

Filing Date: 2025-03-17

Corporate Action: Acquisition

Type: Update

Accession Number: 000110465925024070

Filing Summary: On March 14, 2025, Sterling Bancorp, Inc. announced it received final regulatory approval from the Board of Governors of the Federal Reserve System for the sale of all outstanding shares of Sterling Bank and Trust, F.S.B. to EverBank Financial Corp. This approval is the last requirement to complete the transaction. The closing is anticipated to occur before the market opens on April 1, 2025, contingent on the satisfaction of remaining closing conditions. As part of this process, Sterling Bancorp will notify the Nasdaq Capital Market of the expected closing date and intends to suspend trading of its common stock prior to the market opening on the closing date. Post-closing, the company will request to withdraw its common stock from listing on Nasdaq, filing Form 25 under the Securities Exchange Act of 1934 to effectuate the delisting.

Form Type: 8-K

Filing Date: 2025-03-14

Corporate Action: Acquisition

Type: New

Accession Number: 000110465925023736

Filing Summary: On March 14, 2025, Sterling Bancorp, Inc. announced the receipt of regulatory approval for its acquisition of Sterling Bank and Trust, F.S.B. by EverBank Financial Corp. The definitive Stock Purchase Agreement, dated September 15, 2024, specifies that Sterling will receive a fixed purchase price of $261 million in cash. The completion of this acquisition is still subject to additional closing conditions, including further regulatory approvals, with expectations for closure following the expiration of applicable waiting periods.