UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 4, 2021
(Exact name of registrant as specified in its charter)
Delaware | 001-13695 | 16-1213679 |
(State or other jurisdiction of | (Commission File Number) | (IRS Employer Identification |
incorporation) | No.) |
5790 Widewaters Parkway, DeWitt, New York | 13214 |
(Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (315) 445-2282
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
Trading
Symbol(s) |
Name of each exchange on which
registered |
Common Stock, $1.00 par value per share | CBU | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
¨
Item 8.01 | Other Events |
On October 4, 2021, Community Bank System, Inc. (“Community Bank System”) and Elmira Savings Bank (“Elmira”) issued a joint press release announcing that they have entered into a definitive agreement under which Community Bank System’s banking subsidiary, Community Bank, N.A., will acquire Elmira. Copies of the joint press release and investor presentation with respect to the proposed transaction are attached hereto as Exhibit 99.1 and Exhibit 99.2, respectively, and each is incorporated by reference into this Current Report on Form 8-K.
Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits
99.1 | Joint Press Release, dated October 4, 2021, issued by Community Bank System and Elmira. |
99.2 | Investor Presentation. |
104 | Cover Page Interactive Data File (embedded in the cover page formatted in Inline XBRL) |
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.
Community Bank System, Inc. | ||
By: | /s/ George J. Getman | |
Name: George J. Getman | ||
Title: EVP and General Counsel |
Dated: October 4, 2021
EXHIBIT INDEX
Exhibit No. | Description | |
99.1 | Joint Press Release, dated October 4, 2021, issued by Community Bank System and Elmira | |
99.2 | Investor Presentation. | |
104 | Cover Page Interactive Data File (embedded in the cover page formatted in Inline XBRL) |
Exhibit 99.1
Community Bank System, Inc. to Expand Its
Presence in the
Central New York and Southern Tier Regions with Acquisition of Elmira Savings Bank
October 4, 2021
SYRACUSE, NY and ELMIRA, NY—(BUSINESS WIRE) —Community Bank System, Inc. (“Community Bank System”) (NYSE: CBU) and Elmira Savings Bank (NASDAQ-CM: ESBK) today announced that they have entered into a definitive agreement pursuant to which Community Bank System’s bank subsidiary, Community Bank, N.A., will acquire Elmira Savings Bank (“Elmira”), in an all cash transaction representing total consideration valued at approximately $82.8 million. Under the terms of the agreement, shareholders of Elmira will receive $23.10 in cash for each share of common stock they own. The transaction has been unanimously approved by the boards of directors of both companies.
This transaction will provide natural market enhancement and extension for both institutions, joining two high-quality, low-risk banks with long histories of personalized customer service and commitment to their communities. Elmira provides Community Bank, N.A. with improved presence in several Central New York and Southern Tier markets, including Elmira, Corning, and Ithaca, with total assets of $648.7 million, deposits of $551.2 million, net loans of $465.3 million, and 12 branch offices across a five county area.
“Our acquisition of Elmira Savings Bank will enhance and extend our banking footprint in the Finger Lakes Region, across markets which we successfully compete in and aspire to continue to grow our business,” said Mark E. Tryniski, President and Chief Executive Officer of Community Bank System. “This combination will establish a broader and deeper community banking presence in Central New York and the Southern Tier and will further enhance our ability to serve these markets. For over 150 years, Elmira Savings Bank has been engaged and committed to its customers, communities, and shareholders, values which align closely with those of Community Bank. Equally important, our institutions have similar organizational values and cultures that respect and value the people that contribute to our success. We are delighted to welcome the Elmira Savings Bank team to the Community Bank organization and look forward to the future of the combined company.”
“We are pleased to announce that we have entered into a merger agreement with Community Bank System, which is a financially strong and effectively managed bank. Our shareholders, customers and employees will all benefit from this merger,” said Thomas M. Carr, President and Chief Executive Officer of Elmira. “Our customers will continue to receive the highly personalized service they expect, while having access to a greatly expanded set of products and services available from the larger combined organization with an extensive branch network and a robust digital and mobile banking presence. We are pleased to be able to enhance our service capacity in all of our current communities. Our employees benefit by becoming part of an organization which also values their commitment and contribution to the Company’s growth and profitability and which offers additional opportunities for professional growth and advancement. We view our combination with Community Bank as a win for all of our stakeholders, and we look forward to working closely with their team to complete the combination.”
Upon completion of the transaction, the combined company is expected to have over $15.4 billion in assets. Community Bank System expects the transaction to be approximately $0.08 per share accretive to its 2022 GAAP earnings and $0.09 per share accretive to cash earnings, excluding one-time transaction costs, and expects the transaction to be approximately $0.15 per share accretive to its 2023 GAAP earnings and $0.16 per share accretive to cash earnings, excluding one-time transaction costs.
The merger is expected to close in the first quarter of 2022 and is subject to customary closing conditions, including approval by the shareholders of Elmira and required regulatory approvals.
Stephens Inc. is acting as exclusive financial advisor to Community Bank System and Squire Patton Boggs (US) LLP is acting as its legal advisor. Boenning & Scattergood, Inc. is acting as exclusive financial advisor to Elmira and Vorys, Sater, Seymour and Pease LLP is acting as its legal advisor.
About Community Bank System, Inc.
Community Bank System, Inc. operates more than 215 customer facilities across Upstate New York, Northeastern Pennsylvania, Vermont, and Western Massachusetts through its banking subsidiary, Community Bank, N.A. With assets of over $14.8 billion, the DeWitt, N.Y. headquartered company is among the country’s 125 largest banking institutions. In addition to a full range of retail, business, and municipal banking services, the Company offers comprehensive financial planning, insurance and wealth management services through its Community Bank Wealth Management Group and OneGroup NY, Inc. operating units. The Company’s Benefit Plans Administrative Services, Inc. subsidiary is a leading provider of employee benefits administration, trust services, collective investment fund administration and actuarial consulting services to customers on a national scale. Community Bank System, Inc. is listed on the New York Stock Exchange and the Company’s stock trades under the symbol CBU. For more information about Community Bank visit www.cbna.com or https://ir.communitybanksystem.com.
About Elmira Savings Bank
Elmira Savings Bank reported total assets at June 30, 2021 of approximately $648.7 million. The bank’s business and consumer customers enjoy personalized relationships, online and mobile banking options, with 12 branches in the Finger Lakes Region of New York. Elmira Savings Bank is listed on the NASDAQ Capital Market and trades under the symbol ESBK. For more information about Elmira Savings Bank visit www.elmirasavingsbank.com.
This press release does not constitute a solicitation of proxies.
In connection with the proposed merger, Elmira Savings Bank will deliver a Proxy Statement, as well as other relevant documents concerning the proposed transaction. This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval. Shareholders of Elmira Savings Bank are urged to read the proxy statement and the other relevant materials when they are delivered because they will contain important information about the proposed transaction. Information regarding Elmira Savings Bank may be obtained at www.elmirasavingsbank.com or by directing a request to Elmira Savings Bank, 333 East Water Street, Elmira, New York 14901, Attention: Investor Relations, Telephone: (607) 734-3374.
Information regarding Community Bank System, Inc., may be obtained at the SEC’s Internet site (http://www.sec.gov) or you may obtain copies of certain documents, free of charge from Community Bank System, Inc. by accessing its website at www.cbna.com under the heading of “Investor Relations” and then “SEC Filings & Annual Report.”
Elmira Savings Bank and Community Bank System, Inc. and certain of their respective directors and executive officers may be deemed to participate in the solicitation of proxies from the shareholders of Elmira Savings Bank in connection with the proposed merger. Information about the directors and executive officers of Elmira Savings Bank and their ownership of Elmira Savings Bank common stock will be set forth in the proxy statement to be delivered for the proposed merger. Information about the directors and executive officers of Community Bank System, Inc. and their ownership of Community Bank System, Inc. common stock is set forth in the proxy statement for its 2021 annual meeting of shareholders, as filed with the SEC on Schedule 14A on March 25, 2021. Additional information regarding the interests of those participants and other persons who may be deemed participants in the transaction may be obtained by reading the proxy statement regarding the proposed merger when it becomes available. Free copies of this document when available may be obtained as described above.
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Forward Looking Statements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements can be identified by the use of the words “will,” “anticipate,” “expect,” “intend,” “estimate,” “target,” and words of similar import. Forward-looking statements are not historical facts but instead express only management’s current beliefs regarding future results or events, many of which, by their nature, are inherently uncertain and outside of management’s control. The following factors, among others listed in Community Bank System’s Form 10-K filings, could cause the actual results of the Companies’ operations to differ materially from the Companies’ expectations: failure to obtain the approval of the shareholders of Elmira Savings Bank in connection with the merger; the timing to consummate the proposed merger; the risk that a condition to closing of the proposed merger may not be satisfied; the risk that a regulatory approval that may be required for the proposed merger is not obtained or is obtained subject to conditions that are not anticipated; the parties’ ability to achieve the synergies and value creation contemplated by the proposed merger; the parties’ ability to successfully integrate operations in the proposed merger; the effect of the announcement of the proposed merger on the ability of Elmira Savings Bank to maintain relationships with its key partners, customers and employees, and on its operating results and business generally; competition; changes in economic conditions, interest rates and financial markets; the impact of the federal government shutdown; and changes in legislation or regulatory requirements. The Companies do not assume any duty to update forward-looking statements.
For further information contact:
Community Bank System, Inc.
Joseph E. Sutaris, E.V.P. and Chief Financial Officer
(315) 445-7396
or
Thomas M. Carr, President and Chief Executive Officer
(607) 734-3374
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Exhibit 99.2
OCTOBER 2021 ACQUISITION OF ELMIRA SAVINGS BANK CBU LISTED NYSE
This presentation contains certain “forward - looking statements” within the meaning of the Private Securities Litigation Reform A ct of 1995, including statements about Community Bank System’s long - term goals, financial condition, results of operations, earnings, levels of net loan charge - offs and nonperforming assets, inter est rate exposure and profitability. You can identify these forward - looking statements by use of such words as “estimate,” “project,” “believe,” “intend,” “anticipate,” “plan,” “seek,” “expect,” and ot her similar expressions. These statements are based on the current beliefs and expectations of Community Bank System’s management and are subject to significant risks and uncertainties, as outlined below. Forward - looking statements are subject to significant risks, assumptions and uncertainties, including, among other things, the f ollowing important factors that could affect the actual outcome of future events: • the macroeconomic and other challenges and uncertainties related to the COVID - 19 pandemic, variants of COVID - 19, and related vaccine rollout and e fficacy, including the negative impacts and disruptions on public health, the Company’s corporate and consumer customers, the communities the Company serves, and the domestic and gl oba l economy, which may have an adverse effect on the Community Bank System’s business; • risks related to credit quality, interest rate sensitivity and liquidity; • the strength of the U.S. Economy in general and the strength of the local economies where Community Bank System conducts its bus iness; • the effect of, and changes in, monetary and fiscal policies and laws, including interest rate policies of the Board of Govern ors of the Federal Reserve System; • inflation, interest rate, market and monetary fluctuations; • the timely development of new products and services and customer perception of the overall value thereof (including, but not lim ited to, features, pricing and quality) compared to competing products and services; • the success of marketing efforts in attracting or retaining customers; • competition from providers or products and services that compete with Community Bank System’s businesses; • c hanges in consumer spending, borrowing and savings habits; • technological changes and implementation and cost/financial risks with respect to transitioning to new computer and technolog y b ased systems involving large multi - year contracts; • any acquisitions or mergers that might be considered or consummated by Community Bank System and the costs and factors associ ate d therewith, including differences in the actual financial results of the acquisition or merger compared to expectations and the realization of anticipated cost savings and revenue enh anc ements; • Community Bank System’s ability to maintain and increase market share and control expenses; • the nature, timing and effect of changes in banking regulations or other regulatory or legislative requirements affecting Com mun ity Bank System’s respective businesses, including changes in laws and regulations concerning taxes, accounting, banking, securities and other aspects of the financial services industry; and • changes in Community Bank System’s organization, compensation and benefit plans and in the availability of, and compensation lev els for, employees in its geographic markets. You should refer to Community Bank System, Inc.’s periodic and current reports filed with the Securities and Exchange Commiss ion (“SEC”) for further information on other factors that could cause actual results to be significantly different from those expressed or implied by these forward - looking statements. In connection with the proposed merger, Elmira Savings Bank will deliver a Proxy Statement, as well as other relevant documen ts concerning the proposed transaction. This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval. Shareholders of Elmira Savings Bank are urged to read the proxy statement and the other relevant materials when they are delivered because they will contain important information about the proposed transacti on. Information regarding Elmira Savings Bank may be obtained at www.elmirasavingsbank.com or by directing a request to Elmira Savings Bank, 333 East Water Street, Elmira, New York 14901, Attention: Investor Relations, Telephone: (607) 734 - 3374. I nformation regarding Community Bank System, Inc., may be obtained at the SEC’s Internet site (www.sec.gov) , or y ou may obtain certain documents, free of charge from Community Bank System, Inc. by accessing its website at www.cbna.com under the heading of “Investor Relations” and then “SEC Filings & Annual Report.” Elmira Savings Bank and Community Bank System, Inc. and certain of their respective directors and executive officers may be d eem ed to participate in the solicitation of proxies from the shareholders of Elmira Savings Bank in connection with the proposed merger. Information about the directors and executive officers of Elmira Sav ings Bank and their ownership of Elmira Savings Bank common stock will be set forth in the proxy statement to be delivered for the proposed merger. Information about the directors and executive o ffi cers of Community Bank System, Inc. and their ownership of Community Bank System, Inc. common stock is set forth in the proxy statement for its 2021 annual meeting of shareholders, as filed with th e SEC on Schedule 14A on March 25, 2021. Additional information regarding the interests of those participants and other persons who may be deemed participants in the transaction may be obtained by re adi ng the proxy statement regarding the proposed merger when it becomes available. Free copies of this document when available may be obtained as described above. 2 Forward - Looking Statement & Additional Information
3 Transaction Highlights Highly Accretive In - Market Acquisition That Deepens Presence in Key Central and Southern Tier NY Markets ▪ Elmira Savings Bank is a quality banking franchise serving the market for 150+ years ▪ 12 branch locations and 1 LPO in Binghamton ▪ Highly complementary franchise with consistent performance track record ▪ Strong mortgage originations ▪ Elmira Savings Bank and CBU have complementary balance sheets ▪ Compelling accretion – 8 - 9 cents accretive to GAAP EPS in 2022; 9 - 10 cents cash accretion – ~15 cents accretive to GAAP EPS in 2023; ~16 cents cash accretion ▪ Prudent and low - risk ▪ Highly efficient use of CBU’s excess capital and cash – Bank level merger utilizing some of CBNA’s over $2 billion of cash balances as of 6/30/21 – Ability to replace higher cost funding CBU ESBK
4 Overview of Elmira Savings Bank ▪ Top 5 deposit market share in three counties (Chemung, Tompkins and Schuyler ) ▪ Consistent financial performance with further upside – Expanding core NIM in low interest rate environment ▪ Track record of clean credit quality – NPA/Assets below 1% – Cumulative NCO’s of 0.46% since 2017 ▪ Diverse revenue sources supported by strong residential mortgage business Financial Highlights ( 2021Q2 ) Loan and Deposits Assets (mm) $648.7 Loans ex. PPP (1) (mm) $463.6 Deposits (mm) $551.2 Net Income (mm) (TTM) $4.8 NIM (TTM) 3.27% Fee Income / Revenue (TTM) 31.2% ROAA (TTM) 0.73% Note: TTM equals trailing twelve months at 6/30/2021. (1) 13.4mm of PPP loans excluded. 22% 43% 35% Noninterest-bearing Deposits IB Demand, Savings & MMDA Time Deposits Yield: 4.05% Cost: 0.39% ▪ $152mm in CD’s (28% of total) reprices in next 12 months ▪ Cost of time deposits: 0.96% 23% 63% 7% 7% CRE Residential Mortgage C & I Consumer 3.21% 3.32% 3.31% 3.05% 3.06% 3.27% 2.80% 2.90% 3.00% 3.10% 3.20% 3.30% 3.40% 3.50% 2016 2017 2018 2019 2020 2021Q2 LTM Historical Net Interest Margin
5 Transaction Assumptions & Impact Merger Consideration ▪ Elmira shareholders will receive $23.10 per share in cash ― Aggregate merger consideration of $82.8 million ▪ Bank - to - bank structure ― Elmira Savings Bank will merge with and into Community Bank, NA (CBNA) ― CBNA will utilize existing on - hand cash balances to finance the purchase price Pricing Metrics ▪ P / EPS (LTM): ▪ P / Stated TBV: 17.1x I 9.1x w/ cost savings (1) 1.64x ( 2) Due Diligence ▪ Completed detailed due diligence across all business lines Required Approvals ▪ Elmira shareholder approval; customary regulatory approvals Expected Closing ▪ Q1 2022 Key Financial Assumptions ▪ Cost savings of approximately $5.8 million (33% of Elmira’s LTM non - interest expense) ▪ Gross loan credit mark of $7.0 million pre - tax (1.50% ex. PPP), estimated CECL impact of $5 million ― 1.2x of 6/30/21 ALLL and 1.4x of 6/30/21 NPAs ▪ CDI of $2.6 million pre - tax amortized over 8 years ▪ Other pre - tax mark - to - market adjustments of ~$11 million (net mark - up to equity) ▪ Pre - tax restructuring charges of $11 million Financial Impact ▪ Approximately 8 - 9 cents accretive to GAAP EPS in 2022, 9 - 10 cents cash EPS accretive in 2022 ▪ Approximately 15 cents accretive to GAAP EPS in 2023, 16 - 17 cents cash EPS accretive in 2023 ― First full year post - closing Capital Impact ▪ Projected capital ratios at closing remain well above the regulatory requirements ― Holdco: Leverage ratio 9.2%, Tier 1 Capital ratio 18.0%, Total Capital ratio 18.8% ― Bank: Leverage ratio 7.4%, Tier 1 Capital ratio 15.0%, Total Capital ratio 15.8% (1) Based on 2022E after - tax cost savings, fully phased in. (2) Based on tangible book value per share at 6/30/2021.
6 Transaction Highlights x Deepens presence in key Central and Southern NY counties ‒ Consistent with CBU’s commitment to local markets x Consistently performing, complementary franchise – Compatible business lines x Highly accretive transaction with prudent assumptions and below average level of execution risk x Deployment of excess capital and funding x CBU has a track record of disciplined M&A and successful integration