Transaction Will Satisfy First Place Bank Regulatory Capital
Requirements and Support Ongoing Lending
Agreement Will Provide Well-Capitalized Partner with Shared
Commitment to Strengthening Midwest Community Banks
All Deposits Remain FDIC Insured; Customers Will Experience No
Change in Bank Operations
Sale to Be Implemented Through Chapter 11 Filing by First Place
Financial Corp.; First Place Bank Is Not Included
First Place Financial Corp. announced today that it has reached an
agreement to sell all of the common stock of its subsidiary, First
Place Bank, to Talmer Bancorp, Inc., a well-capitalized bank
holding company based in Troy, Michigan that operates 45 bank
branches throughout the Midwest. Under the terms of an Asset
Purchase Agreement, Talmer has agreed to purchase the stock of
First Place Bank for $45 million. In addition, Talmer is
expected to provide more than $200 million in capital to First
Place Bank to satisfy regulatory capital requirements, strengthen
the Bank's capital structure, and support lending activity.
"First Place Bank has faced significant issues for a number of
years, and today's agreement with Talmer will enable us to meet the
capital requirements set out by our regulator in July 2011," said
Samuel A. Roth, Chairman of First Place Financial
Corp. "Partnering with Talmer is a long-term solution for the
Bank, its employees and the customers we proudly serve throughout
the Midwest. Talmer has strong ties to the region and
recognizes the value and importance of local banks to the
communities they serve."
Mr. Roth added, "Although First Place Bank has always had
competitive products, a strong and loyal customer base and
outstanding employees, the issues we faced called for a
comprehensive solution and a strategic partner with the resources
and commitment to secure our future. That is what we have done
today and I am confident that, with Talmer, First Place Bank will
now be in a much stronger position to compete and grow."
David T. Provost, President and Chief Executive Officer of
Talmer Bancorp, Inc., and Talmer Bank and Trust, said, "We are
excited about this potential acquisition given the strategic fit of
our two banking organizations. Talmer Bancorp is one of the best
capitalized banking institutions in the region, and if this
transaction is approved, we intend to improve First Place Bank's
capital position and make necessary investments in its
infrastructure to improve its ability to serve its
communities."
The sale will be implemented under section 363 of Chapter 11 of
the U.S. Bankruptcy Code. Accordingly, today the holding
company for the bank, First Place Financial Corp., filed a
voluntary Chapter 11 petition in the U.S. Bankruptcy Court for the
District of Delaware. As part of the court process, other
qualified bidders will be given the opportunity to submit competing
bids for the Bank stock being sold, and any qualified bidder would
also be required to recapitalize the Bank to an appropriate level
and demonstrate the ability to promptly receive the required
regulatory approvals.
First Place Bank is not included in Chapter 11 filing and its
operations will not be affected by the filing.
It is expected that the competitive bidding and sale approval
process will take approximately 60 to 90 days. For more
information about the Chapter 11 case of First Place Financial
Corp., including access to Court documents, please visit
www.deb.uscourts.gov.
No Change in Bank Operations – All Deposits Remain FDIC
Insured
All deposits held by First Place Bank continue to be insured by
the Federal Deposit Insurance Corporation (FDIC) to the maximum
extent permitted by law. First Place Bank's 41 branches in Ohio and
Michigan, as well as loan offices, ATMs and service centers will
continue to serve customers.
First Place Bank will continue to operate without
interruption.
"It is important for our customers, employees and all other
constituents to know that First Place Bank, which operates
separately from the holding company, is not part of the Chapter 11
process," Mr. Roth said. "We will continue to process loan
applications, fund commitments and conduct all other banking
operations as we do every day. In addition, customers will
have full access to their accounts, as all customer deposits remain
FDIC insured. We deeply appreciate the support of our
customers and employees during this process and remain committed to
providing outstanding service to the communities we serve."
Mr. Roth added, "Community banks play a vital role in our
economy. We lend to small businesses that create most of the
new jobs in the United States. I am very pleased that this
transaction, when complete, will ensure that First Place Bank can
continue to play an important role in the Midwest's economic
recovery."
Keefe, Bruyette & Woods served as financial adviser to First
Place Bank and Patton Boggs LLP Washington D.C. served as legal
counsel.
About First Place Financial Corp.
First Place Financial Corp. is a financial services holding
company based in Warren, Ohio, with two wholly-owned subsidiaries:
First Place Bank and First Place Holdings, Inc. Through First
Place Bank, the Company operates 41 retail locations, 2 business
financial service centers and 20 loan production offices. More
information can be found on the company's website at
www.firstplacebank.com.
Forward-Looking Statements
When used in this press release, in future press releases or
other public or shareholder communications, in filings with the SEC
or in oral statements made with the approval of an authorized
executive officer, the words or phrases "will likely result," " are
expected to," "will continue," "is anticipated," "estimate,"
"project," "believe," "should," "may," "will," "plan," or
variations of such terms or similar expressions are intended to
identify "forward-looking statements" within the meaning of the
Private Securities Litigation Reform Act of 1995. Such
forward-looking statements involve known and unknown risks,
uncertainties and other factors, which may cause our actual results
to be materially different from those indicated. Such
statements are subject to certain risks and uncertainties,
including changes in economic conditions in the market areas we
conduct business, which could materially impact credit quality
trends; changes in laws, regulations or policies of regulatory
agencies; fluctuations in interest rates; demand for loans in the
market areas in which we conduct business; and competition, that
could cause actual results to differ materially from historical
earnings and those presently anticipated or projected. We
caution readers not to place undue reliance on any such
forward-looking statements, which speak only as of the date
made. We undertake no obligation to publicly release the
result of any revisions that may be made to any forward-looking
statements to reflect events or circumstances after the date of
such statements or to reflect the occurrence of anticipated or
unanticipated events.
CONTACT: Debra Bish
(330)554-7673
debrabish@yahoo.com
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