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Talmer Execs Draw Fire for Selling at 'Distressed' Price (1/26/16)
By John Reosti
Banks often draw investor ire when they overpay for an acquisition, but Talmer Bancorp got an earful Tuesday after a pair of analysts accused the Troy, Mich., company of underselling itself.
The $6.6 billion-asset company agreed to sell to Chemical Financial in Midland, Mich., for $1.1 billion in cash and stock. Several analysts were upset that Talmer chose to negotiate privately with the $9.2 billion-asset Chemical rather than staying independent or staging an auction.
Talmer "could have done better standalone than selling in a take under situation," Steven Alexopoulos, an analyst at JPMorgan Securities, said in comments directed toward Talmer's executives during a conference call held to discuss the transaction. "I know you're calling it a merger-of-equals, but in my mind it's a no-premium transaction. I'm just trying to reconcile how we got to this price."
"You guys are selling for a distressed price after reporting good earnings," Richard Glass, a portfolio manager at Deutsche Bank, added. "The fact you guys did not take this out for process leads me to think the board and management are not upholding their fiduciary duty."
Investors were also dismayed; Talmer's shares fell 5.1% on Tuesday.
The deal's price is equal to about 150% of Talmer's tangible book value and 12.7 times its estimated 2016 earnings, according to Chemical. Over the last two years, sellers with $2 billion to $10 billion in assets have garnered prices that averaged 187% of their tangible book value, according to data compiled by Keefe, Bruyette & Woods.
Such strong reaction forced Talmer's senior managers to forcefully defend the sale.
"We're looking at combining with a great company," said David Provost, Talmer's president and chief executive. "We don't look at it as a sale. We look at it as a merger of equals, so we're taking the best of both companies."
Dennis Klaeser, Talmer's chief financial officer, noted that the company's investors would end up owning 45% of Chemical. Talmer will also receive five seats on Chemical's board, which will be expanded to include 12 directors. He said that focusing on the pricing would overlook the franchise value that would come from the deal.
John Rodis, an analyst at FIG Partners, noted that the estimated deal price of $15.64 a share was lower than where Talmer's shares closed on Monday. "You don't see that often," he said, while also wondering why there were no other bidders involved.
Still, Rodis called it a good transaction, noting it is expected to be 8% accretive to Chemical's earnings in the first full year after closing.
"It seems like there are some synergies there," Rodis said. "They're two Michigan banks, and Chemical doesn't have much presence in the southeastern corner of the state. It all comes down to execution. Certainly the hope is that one plus one is greater than two."
The sale price, meanwhile, may not be as lopsided as it seems to some, said Dallas Salazar, chief executive of Atlas Consulting in Austin, Texas. Though founded in 2007, most of Talmer's growth took place over the last five years, largely through eight acquisitions. "A lot of those deals aren't as seasoned as you would like," Salazar said.
"Talmer shareholders are getting stock in a healther entity," Salazar said. "Everyone is better off. When it's a true wedding and not a shotgun marriage, you don't have to overpay."
The merger would connect Talmer's 81-branch network focused in suburban Detroit, as well as Youngstown and Cleveland in Ohio, with Chemical's 185 branches in central and western Michigan. With virtually no overlap, Chemical plans to close only seven branches.
The deal, expected to close in the second half of this year, would make Chemical the biggest bank headquartered in Michigan, based on its $10.8 billion in deposits in the state. The deal will also provide Chemical with its first operations outside of Michigan.
Talmer received $200 million in capital in April 2010 from a group led by the billionaire financier Wilbur Ross, which the company used to make a series of acquisitions. Ross agreed last year to sell his holdings to Talmer and other investors.
Efforts to reach Ross were unsuccessful.
Executives at Chemical and Talmer were keen to discuss how the day's other big merger — Huntington Bancshares' deal to acquire FirstMerit — could help them increase shareholder value in coming years.
"There is a lot of market share to be captured," Klaeser said.
"Internally, we're going to see very little disruption," Provost added, drawing a distinction between the Huntington-FirstMerit deal and his company's sale. "We feel very comfortable we'll have a great opportunity."
http://www.americanbanker.com/news/community-banking/talmer-execs-draw-fire-for-selling-at-distressed-price-1079033-1.html
Why Is This Bank Selling Itself for a Discount? (4/01/16)
By Paul Davis
More than two months after announcing a controversial deal to sell itself at a discount, Talmer Bancorp in Troy, Mich., laid out its rationale.
The $6.6 billion-asset company reckoned that a broad swoon in the stock market shouldn't overshadow the benefits of joining the much larger Chemical Financial in Midland, Mich., based on details laid out in a recent regulatory filing.
The filing also for the first time detailed the company's previous flirtations with prospective merger partners — and what happened when employees caught wind of the talks.
Talmer and Chemical spent 16 months informally discussing a deal as Chemical focused on integrating a prior acquisition, the filing revealed. The companies finally agreed on a letter of intent on Dec. 22.
By that time, the stock market was well into a prolonged slump that had already forced several other banks to think fast to salvage their mergers. The lengthy delay also took a toll on Chemical's offer for Talmer; the valuation went from a 4.3% premium to Talmer's stock price in mid-December to a 2.5% discount on Jan. 22. The eventual price, announced on Jan. 26, represented a 2.3% discount.
When they announced the $1.1 billion merger, Talmer's management got an earful from two analysts who accused them of leaving money on the table.
The filing lays out several reasons why Talmer's board agreed to the merger despite the discounted pricing. The valuation, for instance, always represented a significant premium compared to Talmer's initial public offering in 2013.
While Talmer's board also determined that the declining value was largely a function of a bigger selloff in the stock market, the filing noted that the $9.2 billion-asset Chemical's stock was underperforming those of its peers due to "apparent market concern" it could reach $10 billion in assets "without engaging in a material transaction." At that size, additional regulatory burdens would kick in.
Chemical plans to address that issue by using economies of scale from buying the $6.6 billion-asset Talmer to offset bottom-line hits it will take — including $5 million in reduced annual interchange fees and $2 million in added compliance costs each year — from crossing the regulatory threshold.
The filing provided several other reasons why Talmer's board backed the merger, including the potential for higher dividends, earnings per share accretion and the creation of a larger bank in Michigan.
The board also considered "that Chemical had performed relatively well in the most recent economic downturn," the filing said.
Talmer's directors were also advised that the decline in Chemical's stock price "had provided additional leverage … to use in negotiating for [a] merger consideration that was at the highest end of the range set forth in the letter of intent."
In addition, "the stock price volatility had not affected the relative contributions of the parties with respect to assets, loans, deposits, tangible common equity or net income."
Talmer, meanwhile, had plenty of experience with considering a merger following its 2013 initial public offering. The company, from March 2014 to July 2015, had conversations with at least five other institutions about a merger of similarly-sized banks or an outright sale, the filing disclosed.
Despite talks with numerous suitors, only one company, a "substantially larger institution," got far enough along to conduct due diligence, the filing said. During that process, knowledge of the merger talks spread to Talmer's employee ranks, prompting the company last summer to "institute new retention incentives to retain certain key personnel."
The filing also disclosed the expected roles for certain Talmer executives after the Chemical deal is completed in the second half of this year.
David Provost, Talmer's president and chief executive, would become Chemical's vice chairman of growth strategy. Dennis Klaeser, Talmer's chief financial officer, would become chief strategy officer, while Thomas Shafer, president of Talmer Bank and Trust, would become an executive vice president of Chemical Bank. Provost and Klaeser would serve initial 24-month terms following the deal's completion.
http://www.americanbanker.com/news/dealmaking-strategy/why-is-this-bank-selling-itself-for-a-discount-1080240-1.html
Chemical Bank's acquisition of Talmer Bancorp
Detroit Free Press 7:22 p.m. EST January 26, 2016
Troy-based Talmer Bank would be absorbed into Chemical Bank later this year under a proposed $1.1-billion merger deal to create the largest Michigan-headquartered bank in the state.
[....]
http://www.freep.com/story/money/business/michigan/2016/01/26/talmer-bank-chemical-bank/79340328/
Marker:
Talmer Bancorp - Cla (TLMR)
$15.34 up 0.36 (2.40%)
Volume: 1,685,745
TLMR $16.31
new all time closing high
http://stockcharts.com/freecharts/gallery.html?s=tlmr
time to take some profits soon :)
Alert confirmed!
TLMR $15.27
new 52week closing high
http://stockcharts.com/freecharts/gallery.html?s=tlmr
news of S&P 600 inclusion
http://www.streetinsider.com/Index+Changes/Equinix+(EQIX),+SL+Green+Realty+(SLG)+and+HanesBrands+(HBI)+Being+Added+to+S%26P+500+(more...)/10372957.html
along with some insider selling
http://www.secform4.com/insider-trading/1360683.htm
*I would expect TLMR share price to close the gap from today and trade back below $15.
Talmer Bancorp, Inc. Board of Directors Announcement (11/21/14)
TROY, Mich., Nov. 21, 2014 /PRNewswire/ -- (NASDAQ TLMR) Talmer Bancorp, Inc. announced today that Wilbur L. Ross, Jr. has resigned from its Board of Directors. Talmer's Board is scheduled to meet in December 2014 to address the vacancy resulting from Mr. Ross' resignation. WL Ross & Co. intends to nominate Denny Kim to the Board at that time.
Mr. Kim is a Vice President at WL Ross & Co. and has worked closely with the Talmer team since WL Ross & Co.'s initial investment in the Company. Mr. Kim would replace Mr. Ross who has served on Talmer's Board since 2010.
"It has been an honor and privilege to have Mr. Ross as an active Board member but we have every confidence that upon official appointment, Mr. Kim will carry forward the valued contributions we have come to expect from Mr. Ross and WL Ross & Co.," said Gary Torgow, Chairman of Talmer Bancorp, Inc.
Mr. Ross resigned from the Board due to regulatory restrictions in the European Union which limit the number of directorships a bank officer may hold. Mr. Ross was recently appointed Vice Chairman of the Bank of Cyprus following a recent investment by WL Ross & Co. "I regret having to resign from the Board of Talmer Bancorp, along with several other companies with whom I have worked closely, but I am pleased to recommend Denny to the Board, and I am fully confident in his ability to contribute to Talmer's continued success. WL Ross & Co. and its affiliates remain a major shareholder of Talmer and I will continue to be engaged with this well-managed Company," said Mr. Ross.
Mr. Kim joined WL Ross & Co. in 2010 and is primarily responsible for investments in financial services companies. Prior to joining WL Ross & Co., Mr. Kim worked at J.C. Flowers & Co., a private equity firm focused exclusively on the financial services sector. Mr. Kim began his career in Credit Suisse First Boston's Investment Banking Division, where he advised on mergers, acquisitions and capital raising initiatives for financial institutions. Mr. Kim holds an M.B.A. from the Tuck School of Business at Dartmouth and a B.A. from Northwestern University.
About Talmer Bancorp, Inc.
Headquartered in Troy, Michigan, Talmer Bancorp, Inc. is the holding company for Talmer Bank and Trust and Talmer West Bank. These banks, operating through branches and lending offices in Michigan, Ohio, Indiana, Maryland, Nevada, and Illinois, offer a full suite of commercial and retail banking, mortgage banking, wealth management and trust services to small and medium-sized businesses and individuals. For more information, please visit www.talmerbank.com.
http://www.prnewswire.com/news-releases/talmer-bancorp-inc-board-of-directors-announcement-283476271.html
Talmer Bancorp, Inc. reports third quarter 2014 net income of $19.5 million, representing $0.26 of earnings per diluted average common share
6 minutes ago - DJNF
Talmer Bancorp, Inc. declares cash dividend for common stock of $0.01 per share
TROY, Mich., Nov. 4, 2014 /PRNewswire/ -- Talmer Bancorp, Inc. (NASDAQ: TLMR) ("Talmer") today reported third quarter 2014 net income of $19.5 million, compared to $20.6 million for the second quarter of 2014 and $10.5 million for the third quarter of 2013. Earnings per diluted common share were $0.26 for the third quarter of 2014, compared to $0.27 for the second quarter of 2014 and $0.15 for the third quarter of 2013. In addition, the Board of Directors of Talmer today declared a cash dividend on its Class A common stock of $0.01 per share. The dividend will be paid on November 28, 2014, to our Class A common shareholders of record as of November 17, 2014.
Talmer Bancorp President and CEO David Provost commented, "The third quarter was a busy quarter for Talmer as we completed the sales of our Wisconsin and New Mexico branches, completed the consolidation of our four Las Vegas branches, and continued to execute on our plan of improving our overall operating efficiency. I am particularly pleased with our robust organic loan growth, which was driven in large part by commercial and industrial lending. While loan growth should moderate some in the fourth quarter, our pipeline remains strong and I believe that we will be able to continue our organic loan growth for the foreseeable future. In addition, we made key hires during the quarter to bolster our asset-based lending team, which is particularly well suited to be responsive to the growing commercial lending opportunities within our footprint, and enhance our ability to drive earning asset and fee income growth. On the merger and acquisition front, the First of Huron acquisition we announced in August is on schedule to close in the first quarter of 2015, and we continue to be very active in looking at additional acquisition opportunities."
Quarterly Results
Summary
(Dollars in thousands,
except per share data) 3rd Qtr 2014 2nd Qtr 2014 3rd Qtr 2013
------------------------ ------------ ------------ ------------
Earnings Summary
Net interest income $ 52,196 $ 52,531 $ 44,001
Total provision
(benefit) for loan
losses 1,509 (4,102) 2,125
Noninterest income 29,995 13,799 17,984
Noninterest expense 51,263 54,072 53,373
Income before income
taxes 29,419 16,360 6,487
Income tax provision
(benefit) 9,904 (4,246) (4,057)
------------ ------------ ------------
Net income 19,515 20,606 10,544
Per Share Data
Diluted earnings per
common share $ 0.26 $ 0.27 $ 0.15
Tangible book value per
share (1) 10.40 10.11 8.95
Average diluted common
shares (in thousands) 75,752 75,659 69,853
Performance and Capital
Ratios
Return on average assets
(annualized) 1.36% 1.51% 0.90%
Return on average equity
(annualized) 10.56 11.61 7.37
Net interest margin
(fully taxable
equivalent)
(annualized) (2) 4.04 4.35 4.11
Tangible average equity
to tangible average
assets (1) 12.64 12.79 11.90
Tier 1 leverage ratio
(3) 11.45 11.71 11.78
Tier 1 risk-based
capital (3) 15.56 16.16 17.83
Total risk-based capital
(3) 16.76 17.31 18.66
(1) See section entitled "Reconciliation of Non-GAAP
Financial Measures."
(2) Presented on a tax equivalented basis using a 35% tax
rate for all periods presented.
(3) Third quarter 2014
is estimated.
In addition to the quarterly results presented above, first quarter 2014 has been revised to reflect the impact to the financial statements from adjustments to the acquisition date fair value of deferred income tax benefits in the Talmer West Bank acquisition within the measurement period. These adjustments increased first quarter net income and period end equity by $1.8 million, compared to previously reported levels.
Third Quarter 2014 Compared to Second Quarter 2014
-- Net income was $19.5 million, or $0.26 per diluted average common share,
in the third quarter of 2014, compared to $20.6 million, or $0.27 per
diluted average common share, for the second quarter of 2014. Significant
items in the third quarter included $14.4 million in gain on sales of
branches, $1.4 million of various operating expenses associated with
acquisition and integration activities, and $176 thousand detriment to
earnings due to a fair value adjustment to our loan servicing rights
(compared to a $4.2 million detriment in the second quarter). Also
negatively impacting earnings in the third quarter was a significant
increase in provision expense on uncovered loans as a result of strong
loan growth and the accounting impact of cash flow re-estimations for
uncovered acquired loans.
-- Net total loans increased during the third quarter of 2014 by $281.1
million. During the third quarter of 2014, Talmer Bank and Trust's net
total loans grew by $304.1 million as a result of $352.6 million of net
uncovered loan growth and $48.5 million of net covered loan run-off
(loans covered by loss share agreements with the FDIC). Talmer West Bank
experienced net loan run-off of $23.0 million in the third quarter of
2014.
-- Total deposits increased $189.1 million, to $4.5 billion as of September
30, 2014, compared to June 30, 2014. Deposit growth in the third quarter
of 2014 more than offset the $389.9 million of deposits sold in
conjunction with our branch office sales in Wisconsin and New Mexico and
the continued, anticipated decline in higher-cost deposits obtained from
our acquisition of Talmer West Bank. Total deposit growth excluding the
Wisconsin and New Mexico branch sales included other brokered funds of
$349.7 million, time deposits of $144.3 million, interest-bearing demand
deposits of $63.3 million and noninterest-bearing demand deposits of
$35.5 million, partially offset by a $14.3 million decline in money
market and savings deposits.
-- Net interest income decreased slightly to $52.2 million in the third
quarter of 2014, compared to $52.5 million in the second quarter of 2014.
The $335 thousand decrease in net interest income was primarily the
result of increases of $1.2 million in negative accretion of the FDIC
indemnification asset and $564 thousand in interest expense, partially
offset by increases of $1.2 million in interest and fees on loans and
$349 thousand in interest earned on our securities portfolio. Our net
interest margin declined 31 basis points to 4.04% in the third quarter of
2014, compared to 4.35% in the second quarter of 2014.
-- Noninterest income increased by $16.2 million to $30.0 million in the
third quarter of 2014, compared to the second quarter of 2014. The
increase is primarily the result of $14.4 million in gain on sales of
branches from the sales of our Wisconsin branches and our single branch
located in New Mexico in the third quarter of 2014 and an increase in
mortgage banking and other loan fees of $3.2 million, partially offset by
a decline in net gain on sales of loans of $1.6 million. The increase in
mortgage banking and other loan fees was primarily due to the change in
the fair value of loan servicing rights, which was a detriment to
earnings of $176 thousand during the third quarter of 2014, compared to a
detriment of $4.2 million during the second quarter of 2014 due mainly to
movements in interest rates during those periods.
-- Noninterest expenses decreased $2.8 million, or 5.2%, to $51.3 million in
the third quarter of 2014 compared to the second quarter of 2014. The
decline in noninterest expenses primarily reflects our continued efforts
to improve operating efficiencies as we move to fully integrate and
rationalize the operations of our acquired banks.
Income Statement
Net Interest Income and Net Interest Margin
Net interest income for the third quarter of 2014 was $52.2 million, compared to $52.5 million in the prior quarter. The $335 thousand decrease in net interest income in the third quarter was primarily the result of increases of $1.2 million in negative accretion of the FDIC indemnification asset and $564 thousand in interest expense, partially offset by increases of $1.2 million in interest and fees on loans and $349 thousand in interest earned on our securities portfolio.
Our net interest margin was 4.04% in the third quarter of 2014, a decrease of 31 basis points from 4.35% in the second quarter of 2014. The decline in our net interest margin in the third quarter was due to a combination of several factors. The largest factor affecting the change in our net interest margin was the increase in negative accretion of the FDIC indemnification asset as we continue to experience increases in cash flow expectations on covered loans as a result of our quarterly re-estimations and because we are nearing the end of our loss share agreements with the FDIC related to non-single family loans. Another factor affecting our net interest margin was the run-off of certain purchased credit impaired loans that had significantly benefitted the second quarter of 2014 net interest margin.
(MORE TO FOLLOW) Dow Jones Newswires
November 04, 2014 16:15 ET (21:15 GMT)
A Bank Roll-Up Vehicle Stuck in Neutral (9/16/14)
by Robert Barba
The heart of Capital Bank Financial's story is M&A — so when is it going to turn the page with another deal?
The $6.6 billion-asset bank in Coral Gables, Fla., was one of the largest investment vehicles established after the financial crisis, raising $900 million to create the next big regional bank in the Southeast. It acquired seven banks, including three failed banks, from 2010 to 2012 — but none since the fall of 2012 when it went raised $90.6 million in an initial public offering.
Capital Bank executives made their pitch to potential investors at the recent Barclays Financial Services Conference in New York, talking up the bank's organic loan growth, its earnings metric targets, the quality of its compliance team and a commitment to finding "disciplined and thoughtful" acquisitions.
Crestview Partners and other private-equity players were the bank's initial backers, and roughly half of its shares are still held by the board or management. Still, banks often attend such investor conferences to attract new investors and create buzz about their stocks. In order to attract new investors, the company needs to start buying.
An audience poll showed 63% of investors said it would take another deal to change their outlook on owning the stock. While it is unclear how many investors responded to the poll, the result is consistent with the conversations analysts are having with investors.
"'When are they going to do an acquisition?' is the most frequent question," said Brady Gailey, an analyst at Keefe, Bruyette & Woods. "That's because they are not going to be able to make any real money on an earnings-per-share basis until they either do a deal or they can continue the buyback."
The bank has plenty of company in that regard. A lot of the capital that poured into the industry following the downturn has gone unused or has been returned. The number of failed banks was far less than expected, and the open-bank market largely involves stock deals.
That has left companies like Capital Bank, National Bank Holdings in Greenwood Village, Colo., and Talmer Bancorp in Troy, Mich., in a chicken-or-egg situation. Their shares trade at low premiums because they are overcapitalized, but their stock prices would make most stock acquisitions painfully dilutive. The buyers are left scrambling for sellers that are willing to take a low premium or cash.
"They just don't have the currency to make deals functional unless it is all cash, so it is hard for them to make it work," said Stephen Scouten, an analyst at Sandler O'Neill. "There are distressed situations that could work, but the number of banks still struggling isn't what it used to be."
Capital Bank executives did not grant interviews for this story, but they said at the Barclays conference last week that the bank has $400 million of excess capital and they are looking for deals. Although it has authorized as much as $150 million in stock repurchases, their inclination is to buy.
"Our preference is to invest this capital into accretive acquisitions, and that is what we expect to do," Chief Financial Officer Chris Marshall said at the conference. "But if we don't find transactions that meet our investment hurdles, we will continue to return capital to investors."
Later in the presentation, he revised his comments. "I said 'preference,' [but] I should have said, 'our expectation.' We fully expect to use our excess capital in additional acquisitions."
Executives acknowledged that deployment of capital has taken longer than expected. Chief Executive Eugene Taylor, who is a retired vice chairman of Bank of America, said pricing is an issue.
"We've visited more branches of our competitors than one could imagine, including a significant one recently. I think a lot of it has to do with the expectation in the marketplace on pricing," Taylor said at the conference. "There is still a great market in the Southeast for consolidation at the right price in a thoughtful and disciplined manner."
Marshall added that the company is still focused on distressed banks, and deals for those can take longer because of potential regulatory issues and other problems.
In the meantime, the company has begun to show positive net loan growth, which is considered a major milestone for companies like Capital Bank because the runoff of loans can be significant with distressed and failed banks.
The company aims to raise its return on assets to 1% from the 0.8% at the end of the second quarter, and its return on equity to low double digits from 5.7%.
Getting to its goal is going to take more revenue and potentially some cost cuts. There are some opportunities to reduce costs, as its early vendor and other contracts expire and costs associated with overseeing troubled credits subside, executives said.
Still, the company built an infrastructure for a much larger bank.
"They have an expense base to support a much larger institution," Gailey said. "They could easily be $10 billion plus in assets. Their goal was $30 billion. They had big plans and still hope to have big plans. It just has not worked out the way they thought."
http://www.americanbanker.com/issues/179_179/a-bank-roll-up-vehicle-stuck-in-neutral-1069989-1.html
couple insider sale transactions
http://www.secform4.com/insider-trading/1360683.htm
recent insider activity TLMR
http://www.secform4.com/insider-trading/1360683.htm
2 big 500k blocks (@ $13.90 & $13.75)crossed tape between 1.55-1.58pm
Talmer Announces Strategic Acquisition Of First of Huron Corp. (8/06/14)
ROY, Mich., Aug. 6, 2014 /PRNewswire/ -- Talmer Bancorp, Inc. (Nasdaq: TLMR) and First of Huron Corp. jointly announced today the signing of a definitive agreement and plan of merger ("Agreement") whereby Talmer Bancorp, Inc. will acquire First of Huron Corp., and its wholly-owned bank subsidiary Signature Bank, in an all-cash transaction. According to the terms of the Agreement, Talmer Bancorp will acquire all of the outstanding common stock of First of Huron Corp. in a transaction valued at approximately $13.4 million.
Bob Thomas, Chief Executive Officer of First of Huron Corp., stated, "I am proud of the Bank our team has built and the positive impact we have had on the communities we serve. We believe this transaction offers benefits to our customers and the communities we serve, value for our shareholders and opportunities for our employees. We are pleased to partner with Talmer Bancorp, an organization with a demonstrated commitment to the State of Michigan as well as our local communities in Michigan's "Thumb" region. We want to assure Signature Bank customers, shareholders and employees as we move through to the closing of the transaction that we will work transparently in making the transaction as smooth as possible."
"We are extremely pleased to announce the acquisition of First of Huron Corp. and Signature Bank," commented David Provost, President and Chief Executive Officer of Talmer Bancorp. "Signature Bank's eight offices and more than a century of service in the Southeast Michigan market are a great complement to our existing footprint. This opportunity is consistent with our strategic focus of strengthening market concentration in our existing markets and allows us to leverage our existing capital and provide a broad array of deposit and lending products throughout Signature Bank's footprint."
Under the terms of the Agreement, which has been unanimously approved by the boards of directors of both companies, each holder of outstanding shares of common stock of First of Huron Corp. will receive cash consideration totaling $25.00 per common share. After the closing of the transaction, First of Huron Corp. will merge into Talmer Bancorp and Signature Bank will merge into Talmer Bancorp's wholly-owned bank subsidiary, Talmer Bank and Trust. Completion of the transaction is subject to certain closing conditions, including customary regulatory approvals and the approval of the shareholders of First of Huron Corp. The transaction is expected to close in the fourth quarter of 2014 or the first quarter of 2015.
First of Huron Corp. was advised by the investment banking firm of Austin Associates, LLC. and the law firm of Shumaker, Loop & Kendrick, LLP. Talmer Bancorp, Inc. was represented by the law firm of Nelson Mullins Riley & Scarborough LLP.
About Talmer Bancorp, Inc.
Headquartered in Troy, Michigan, Talmer Bancorp, Inc. is the holding company for Talmer Bank and Trust and Talmer West Bank. These banks, operating through branches and lending offices in Michigan, Ohio, Wisconsin, Indiana, Nevada and Illinois, offer a full suite of commercial and retail banking, mortgage banking, wealth management and trust services to small and medium-sized businesses and individuals.
About First of Huron Corporation
First of Huron Corp. headquartered in Bad Axe, Michigan is the holding company for Signature Bank. The bank has 8 branches serving Michigan's lower peninsula "Thumb Region."
http://www.prnewswire.com/news-releases/talmer-announces-strategic-acquisition-of-first-of-huron-corp-270216041.html
call report 6/31/2014
$23,275,000 profit
vs. profit of $32Million + in the 1st qtr. 2014
https://cdr.ffiec.gov/Public/ViewFacsimileDirect.aspx?ds=call&idType=fdiccert&id=58132&date=06302014
small insider purchase
http://www.secform4.com/insider-trading/1360683.htm
Talmer Bancorp, Inc. reports first quarter 2014 net income of $32.7 million, representing $0.45 of earnings per diluted average share (5/06/14)
Completed acquisition of Michigan Commerce Bank (Talmer West Bank) Successful completion of initial public offering resulting in net proceeds of $42.1 million
TROY, Mich., May 6, 2014 /PRNewswire/ -- Talmer Bancorp, Inc. (NASDAQ: TLMR) ("Talmer") today reported first quarter 2014 net income of $32.7 million, compared to $12.6 million for the fourth quarter 2013 and $60.5 million for the first quarter 2013. Earnings per diluted share were $0.45 for the first quarter 2014, compared to $0.18 for the fourth quarter 2013 and $0.89 for the first quarter 2013.
Talmer Bancorp President and CEO David Provost commented, "We continue to execute on our strategic plans to build a leading Midwest community bank. Success in our priorities of building scale, delivering solid earning asset growth and effectively integrating acquired institutions is evident in our financial results. In early 2014, we completed the acquisition of Talmer West Bank, consolidated from four former banking subsidiaries of Capitol Bancorp. This acquisition expanded our presence into additional markets including Western Michigan and Northern Indiana. We are excited to welcome these employees and customers and look forward to further expansion of our presence in a number of these markets."
"We have invested significantly over the last few years to build the necessary infrastructure for a larger and more complex institution. These enhancements have resulted in financial controls and risk management practices that have proven scalable and allowed us to strategically focus on our growth initiatives in a highly competitive banking environment. In the first quarter we completed the charter integration of First Place Bank into Talmer Bank and Trust, a significant final step in a long and costly process to deal with problem assets and build an effective control environment. Work and opportunity remain to continue to centralize back office functions and realize synergies in the near term, but I am proud of the efforts of our team in combining two very different institutions in such a short period of time."
"Although the era of distressed bank acquisitions is winding down, we are pleased with how we have been able to combine formerly struggling institutions into a larger, community focused and profitable enterprise. We have utilized the financial flexibility provided by successful acquisitions to build a bank capable of delivering sustained growth. While attractive acquisition opportunities remain in our sights, we are also prepared to drive the next chapter of our story based on both a greater emphasis on organic growth and the continuing realization of operating synergies from previous acquisitions."
https://www.snl.com/IRWebLinkX/file.aspx?IID=4167896&FID=23515166
Wintrust and Talmer Announce Wisconsin Branch Transaction (4/09/14)
ROSEMONT, Ill. and TROY, Mich., April 9, 2014 (GLOBE NEWSWIRE) -- Talmer Bancorp, Inc. (TLMR), and its subsidiary Talmer Bank and Trust ("Talmer"), has entered into an agreement to sell its 11 branch offices in Wisconsin to Town Bank, a wholly owned bank subsidiary of Wintrust Financial Corporation (WTFC). Town Bank will assume all of Talmer's deposits in Wisconsin. As of March 31, 2014, Talmer's deposits in these markets were approximately $360 million. Talmer will not sell any loans to Town Bank in the transaction.
The banking offices will continue to be staffed by the current employees and will operate normally through completion of the transaction. Customers do not need to take any action in connection with the transaction. The transaction is expected to be completed in the third quarter of 2014, subject to regulatory approval and other customary terms and conditions.
Edward J. Wehmer, President and Chief Executive Officer of Wintrust, said, "This transaction presents a great opportunity to expand our presence in southern Wisconsin. These locations fill a gap between our Illinois branches and our Town Bank's Milwaukee area branches. Talmer has a great community bank franchise with a team of bankers that are committed to a high level of customer service. We look forward to continuing to build upon that franchise and providing its customers with Wintrust's full array of products and services. We welcome Talmer's employees and customers to the Wintrust family."
David Provost, President and Chief Executive Officer of Talmer Bancorp, stated, "We have recently undertaken a strategic assessment of all our markets including an evaluation of the best opportunities to invest our capital resources and continue to execute our growth plans. This divestiture is in line with our long-term plans and allows us to focus on our core banking franchise."
Mr. Provost continued, "We have been very pleased over the past several years with the Wisconsin operations acquired in an FDIC assisted transaction in November of 2010. The employees there have been dedicated and have provided the highest level of customer service. We are proud to have Town Bank as the purchaser, as it has a similar strong commitment to customer service and is excited to be able to expand their services in these communities. Talmer will work closely and cooperatively with them over the coming months in order to ensure a smooth transition for all involved."
About Talmer Bancorp, Inc.
Headquartered in Troy, Michigan, Talmer Bancorp, Inc. is the holding company for Talmer Bank and Trust and Talmer West Bank. These banks, operating through branches and lending offices in Michigan, Ohio, Indiana and Illinois, offer a full suite of commercial and retail banking, mortgage banking, wealth management and trust services to small and medium-sized businesses and individuals.
About Wintrust Financial Corporation
Wintrust is a financial holding company with assets of approximately $18 billion whose common stock is traded on the NASDAQ Global Select Market. Built on the "HAVE IT ALL" model, Wintrust offers sophisticated technology and resources of a large bank while focusing on providing service-based community banking to each and every customer. Wintrust operates fifteen community bank subsidiaries with over 120 banking locations located in the greater Chicago and Milwaukee market areas. Additionally, the Company operates various non-bank business units including one of the largest commercial insurance premium finance companies operating in the United States and Canada, a company providing short-term accounts receivable financing and value-added out-sourced administrative services to the temporary staffing services industry, a business unit engaging primarily in the origination and purchase of residential mortgages for sale into the secondary market throughout the United States, and companies providing wealth management services.
http://www.marketwatch.com/story/wintrust-and-talmer-announce-wisconsin-branch-transaction-2014-04-09?reflink=MW_news_stmp
Annual Report (10-k)
Date : 03/27/2014 @ 4:40PM
Source : Edgar (US Regulatory)
Stock : Talmer Bancorp, Inc. (TLMR)
Quote : $14.38 0.51 (3.68%) @ 1:11PM
[....]
The number of shares outstanding of the registrant's Class A common stock, par value $1.00 per share, as of March 27, 2014 was 69,962,461.
[....]
On April 30, 2010, we closed on a private placement of our common stock that raised $200.0 million from new investors. Also on April 30, 2010, Talmer Bank acquired certain of the assets and certain of the deposits of CF Bancorp, a Michigan chartered savings bank, from the FDIC, as receiver. Since then, Talmer Bank has completed three additional FDIC-assisted acquisitions of First Banking Center on November 19, 2010, People State Bank on February 11, 2011 and Community Central Bank on April 29, 2011.
On February 21, 2012, we closed on a private placement of our common stock consisting of an initial drawdown by us of approximately $21.0 million and commitments from investors for up to approximately $153.0 million of event driven capital at $8.00 per share. On December 27, 2012, we closed on the remaining $153.0 million of capital commitments from our investors, which was used to fund the acquisition of all of the outstanding common stock of First Place Bank, which closed on January 1, 2013.
As a result of our private placements and our acquisitions described below, we have transformed from a small community bank in Troy, Michigan to a much larger commercial bank. As of December 31, 2013, we had $3.0 billion in total loans. Of this amount, $1.9 billion, or 62.8%, consist of loans we acquired (all of which were adjusted to their estimated fair values at the time of acquisition), and $1.1 billion, or 37.2%, consist of loans we originated. In each of our FDIC-assisted acquisitions, we entered into loss share agreements with the FDIC that cover certain of the acquired assets, including 100% of the acquired loans (other than consumer loans with respect to our acquisition of First Banking Center, Peoples State Bank and Community Central Bank) and other real estate. As of December 31, 2013, of our $3.0 billion of total loans, $530.1 million, or 17.6%, are covered by loss share agreements with the FDIC.
[....]
As of December 31, 2013, our total assets were approximately $4.5 billion, our total loans were approximately $3.0 billion, our total deposits were approximately $3.6 billion and our total shareholders' equity was approximately $617.0 million. We are headquartered at 2301 West Big Beaver Rd., Suite 525, Troy, Michigan 48084.
On February 14, 2014, we completed the initial public offering of 15,555,555 shares of our common stock. Of the 15,555,555 shares sold, 3,703,703 shares were sold by us and 11,851,852 shares were sold by certain selling shareholders. In addition, on February 21, 2014, the selling shareholders sold an additional 2,333,333 shares of common stock to cover the exercise of the underwriters' over-allotment option. We received net proceeds of approximately $42.1 million from the offering, after deducting the underwriting discounts and commissions and estimated offering expenses. We did not receive any proceeds from the sale of shares by the selling shareholders.
[....]
Tangible book value per share: $9.12
<page 74>
[....]
Earnings per share (EPS): Basic $1.49
[....]
Stock Warrants
The Company has issued five different sets of stock warrants: 1) to seed capital investors in February 2010; 2) to an investor in relation to the April 2010 capital raise from private equity investors; 3) to the FDIC in relation to the Company's April 2010 acquisitions of CF Bancorp; 4) to an investor in relation to the Company's February 2012 capital raise from private equity investors and 5) to an investor in relation to the Company's December 2012 capital raise from private equity investors.
On February 10, 2010, 38,855 common stock warrants were issued to certain seed investors. These warrants have a strike price of $10.00 per share and expire April 28, 2017. These warrants have a feature that dictates that the warrants only become exercisable after an eligible capital transaction, which is either an initial public offering or a sale of the Company in which the stock of the Company is valued above certain threshold levels. These warrants were not issued concurrently with the issuance of stock and meeting the definition of a derivative under ASC 815-40 " Derivatives and Hedging—Contracts in Entity's Own Equity " (ASC 815-40), however, they fall under the scope exception which states that contracts issued that are both a) indexed to its own stock; and b) classified in stockholders' equity are not considered derivatives. The warrants were recorded at their fair value on the date of grant as a component of stockholder's equity. These warrants remain outstanding at December 31, 2013.
On April 30, 2010, 1,623,162 common stock warrants were issued to investment vehicles associated with an investor. The warrants have a strike price of $6.00 per share and a 10 year term. These warrants were issued concurrently with the issuance of stock to this investor and meet the definition of a derivative under ASC 815-40, however, they fall under the scope exception which states that contracts issued that are both a) indexed to its own stock; and b) classified in stockholders' equity are not
<page 210>
17. STOCK-BASED COMPENSATION AND STOCK WARRANTS (Continued)
considered derivatives. The warrants were recorded at their fair value on the date of grant as a component of stockholder's equity. These warrants remain outstanding at December 31, 2013.
On April 30, 2010, 390,000 common stock warrants were issued to the FDIC. These warrants have a strike price of $6.00 and a 10 year term. These warrants have a feature that allows settlement in cash and were issued as consideration paid to the FDIC for the purchase of assets of CF Bancorp. These warrants meet the definition of a liability due to the cash settlement feature and are recorded as such in the Consolidated Balance Sheets. The purchase accounting adjustments related to the CF Bancorp acquisition included an estimated present value of the potential cash settlement that may be paid to the FDIC of $2.9 million which was recorded in "FDIC warrants payable" in the Consolidated Balance Sheets. At each subsequent reporting period, the Company determined the potential cash settlement amount for these warrants and, to the extent that the present value of the potential cash settlement amount is greater than the initial contingent purchase accounting adjustment, the company would accrue additional expense to fully reflect the present value of the potential cash settlement amount. For the years ended December 31, 2013, 2012 and 2011, $219 thousand, $195 thousand and $144 thousand, respectively, was recognized as periodic amortization expense. For the years ended December 31, 2013, 2012 and 2011, $163 thousand, $326 thousand and $101 thousand were recognized as additional expense due to the change in potential cash settlement amount. At December 31, 2013, the Company's recorded balance of FDIC Warrants Payable was $4.1 million.
On February 21, 2012, 109,122 common stock warrants were issued to investment vehicles associated with an investor. The warrants have a strike price of $8.00 per share and a 10 year term. These warrants were issued concurrently with the issuance of stock to this investor and meet the definition of a derivative under ASC 815-40, however, they fall under the scope exception which states that contracts issued that are both a) indexed to its own stock; and b) classified in stockholders' equity are not considered derivatives. The warrants were recorded at their fair value on the date of grant as a component of stockholder's equity. These warrants remain outstanding at December 31, 2013.
On December 27, 2012, 797,132 common stock warrants were issued to investment vehicles associated with an investor. The warrants have a strike price of $8.00 per share and a 10 year term. These warrants were issued concurrently with the issuance of stock to this investor and meet the definition of a derivative under ASC 815-40, however, they fall under the scope exception which states that contracts issued that are both a) indexed to its own stock; and b) classified in stockholders' equity are not considered derivatives. The warrants were recorded at their fair value on the date of grant as a component of stockholder's equity. These warrants remain outstanding at December 31, 2013.
<page 211>
[....]
http://ih.advfn.com/p.php?pid=nmona&article=61621713
Marker: (mid-day)
Talmer Bancorp, Inc. (TLMR)
$14.5 up 0.63 (4.54%)
Volume: 378,349
*This 10K is a very good read and the blueprint on exactly how an agressive group of investors take a small bank and the steps they take to turn it into a much larger bank.
Talmer Bancorp, Inc. Announces Closing of Over-Allotment Option
Company Release - 02/21/2014 16:40
TROY, Mich., Feb. 21, 2014 /PRNewswire/ -- Talmer Bancorp, Inc. (the "Company") (NASDAQ: TLMR) today announced that the underwriters of its recent initial public offering of its Class A common stock have closed on the purchase of 2,333,333 shares from certain selling shareholders pursuant to the underwriters' over-allotment option granted in connection with the initial public offering, at a public offering price of $13.00 per share. The Company did not receive any proceeds from the sale of the shares by the selling shareholders.
https://www.snl.com/IRWebLinkX/corporateprofile.aspx?iid=4167896
Talmer Bancorp prices IPO at between $12.50 to $14.50 per share
Jan 31 (Reuters) - Talmer Bancorp Inc, backed by billionaire investor Wilbur Ross, priced its initial public offering of common shares at between $12.50 and $14.50 per share, valuing the company at up to $1 billion.
The offering of 15.6 million shares would raise up to $226 million.
Ross, who also serves on the board of Talmer, has a stake of more than 24 percent in the bank holding company through WL Ross & Co.
Manulife Asset Management (US) LLC and David Einhorn's hedge fund Greenlight Capital Inc are the other notable shareholders with a stake of more than 5 percent each in the company.
Talmer has three subsidiary banks - Talmer Bank and Trust, First Place Bank, and Talmer West Bank.
These banks operate through 94 branches in Michigan, Ohio, Indiana, Wisconsin, Illinois, Nevada and New Mexico and 13 lending offices located primarily in the Midwest.
Keefe, Bruyette & Woods and JP Morgan are underwriting IPO.
Net proceeds from the offering will be used to repay debt, Talmer said in a preliminary prospectus lodged with the U.S. Securities and Exchange Commission.
The company intends to list its common stock on the Nasdaq under the symbol "TLMR."
Talmer's net income rose to $86 million in the nine-month period ended Sept. 30, from $14.23 million a year earlier.
Net interest income, the difference between what a bank earns from loans and pays out for deposits, rose to $128.7 million from $72.2 million.
http://www.reuters.com/article/2014/01/31/talmer-ipo-idUSL3N0L53TI20140131?type=companyNews&feedType=RSS
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Talmer Bancorp, Inc. (TLMR)
$13.82 up 0.06 (0.44%)
Volume: 321,999
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