Double Bottomline Corp. Reaches Definitive Agreement to Purchase Community Savings Bancorp, Inc.
Jun 09, 2021, 17:00 ET
CALDWELL, Ohio, June 9, 2021 /PRNewswire/ -- Double Bottomline Corp. ("DB") and Evan M. Stone have reached a definitive agreement with Community Savings Bancorp, Inc. (OTC: CCSB), and its wholly-owned subsidiary, Community Savings, a federal savings and loan association, to acquire Community Savings Bancorp, Inc. ("CCSB"), the registered savings and loan holding company for Community Savings.
The aggregate merger consideration for the transaction is $9.5 million, subject to adjustment as provided in the definitive agreement. CCSB currently estimates that, without any adjustments, this will result in approximately $22.76 per share to the current holders of CCSB common stock. However, the estimated per share consideration may be subject to significant adjustment based on a variety of factors, including, but not limited to, transaction costs and whether the organization obtains CDFI status, as defined below. As a result, CCSB shareholders should not assume they will receive $22.76 per share upon closing of the transaction.
Community Savings operates a full service location in Caldwell, Ohio. As of March 31, 2021, CCSB reported $59.58 million in total assets and total equity capital of $7.79 million. The proposed transaction will merge CCSB into a wholly-owned subsidiary of DB, with CCSB surviving the merger. Upon consummation of the proposed transaction, DB will own 100% of the outstanding shares of CCSB and its banking subsidiary, Community Savings.
As part of the proposed transaction, Community Savings has applied to the U.S. Department of the Treasury to become a community development financial institution ("CDFI"). The transaction will expand Community Savings' mission to serve low to moderate income census tracts and expand its products and services to the underbanked and unbanked. Mr. Stone intends to maintain Community Savings' current footprint and looks forward to serving the needs of its markets.
Evan M. Stone, President and Chief Executive Officer of DB, said, "Today is an incredible milestone in the evolution of our vision. We are honored to begin the process of doing our part to address the needs of so many who are without basic banking products and services. Having Community Savings become a CDFI is one step in that process. We are grateful to the executive team at Community Savings and are thrilled to bring our visions together to responsibly serve our communities. We are excited about Community Savings' becoming a CDFI and the future leadership team we have on board. John Gulas, a seasoned banking executive, will be pairing with Community Savings' current leadership, Alvin B. Parmiter, in his role as Chief Executive Officer. Together they bring tremendous experience to steer Community Savings into the future successfully."
Alvin B. Parmiter, President and Chief Executive Officer of CCSB and Community Savings, said, "We are excited to join forces with Mr. Stone. We believe that this transaction will enhance our ability to provide superior service to our customers and community. Our customers should rest assured that they will continue to see the same friendly faces they always have except that now we will be able to offer additional cutting-edge products and services. This is good news for our community as no jobs will be lost and the bank will have significantly more financial strength."
The transaction is subject to customary closing conditions, including the receipt of approvals from the Board of Governors of the Federal Reserve System, the Office of the Comptroller of the Currency, and the shareholders of CCSB. We currently anticipate that the transaction will close in the fourth quarter of 2021.
DB and Mr. Stone are being advised by Hunton Andrews Kurth LLP as legal counsel. CCSB and Community Savings are being advised by Boenning & Scattergood as financial advisor and Luse Gorman, PC as legal counsel.
About Double Bottomline Corp., Evan M. Stone and John Gulas
Evan M. Stone is the President, Chief Executive Officer and sole shareholder of DB, the proposed holding company for CCSB and its wholly-owned savings and loan association, Community Savings, upon consummation of the proposed transaction.
Mr. Stone has over 20 years of experience in financial services, with more than 12 years of executive leadership in the mortgage banking industry. In 2004, he founded Pacific Union Financial, LLC ("Pacific Union"), a national non-bank residential mortgage originator and servicer, which grew to become one of the 25 largest in the country. For two significant periods in Pacific Union's history, he served as President and Chief Executive Officer, navigating a multitude of changing economic, market and systemic conditions, ultimately selling the company to Mr. Cooper Group, Inc. (Nasdaq: "COOP") in a transaction that closed in February 2019. Today, he serves as fund manager at EMS Fund I, LLC, a Texas-based company backed by his family office, which focuses on investments in financial services and related technology businesses.
Mr. Gulas has over 30 years of experience as a senior banking executive. Mr. Gulas is a current director on the board of directors of Quontic Bank, and a former President and Chief Executive Officer of Trinity Capital Corporation ("Trinity") in Los Alamos, New Mexico, where he turned Trinity's wholly-owned banking subsidiary, Los Alamos National Bank, around from under multiple SEC and OCC orders, ultimately selling the bank for more than twice its book value.
About Community Savings Bancorp, Inc. and Community Savings
CCSB has served as the holding company of Community Savings since 2017. Community Savings has operated continuously in Caldwell, Ohio since its founding in 1885. Community Savings conducts its business from its full-service office in Caldwell, Ohio, which is located in Noble County in southeastern Ohio, and its primary market area is Noble County, Ohio. To a lesser extent, Community Savings also originates loans in neighboring Guernsey, Monroe and Washington Counties, Ohio, and Wood County, West Virginia.
Important Cautionary Notes Regarding Forward-Looking Statements
This press release includes forward-looking statements that relate to the business and expected future events or future performance of CCSB, Community Savings and DB and involve known and unknown risks, uncertainties and other factors that may cause its actual results, levels of activity, performance or achievements to differ materially from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. Words such as, but not limited to, "believe," "expect," "anticipate," "estimate," "intend," "plan," "targets," "likely," "will," "would," "could," and similar expressions or phrases identify forward-looking statements. Factors that could cause actual results to differ materially from management's projections, forecasts, estimates and expectations include, but are not limited to: fluctuation in market rates of interest and loan and deposit pricing, adverse changes in the overall national economy as well as adverse economic conditions in the local market areas, including as a result of the coronavirus pandemic, the ability to complete the transaction and recognize the expected benefits and synergies, maintenance and development of well-established and valued client relationships and referral source relationships, and acquisition or loss of key production personnel. Although management believes that the assumptions underlying the forward-looking statements are reasonable, any of the assumptions could prove to be inaccurate. Therefore, management of DB or CCSB can give no assurance that the results contemplated in the forward-looking statements will be realized. The inclusion of this forward-looking information should not be construed as a representation by DB, Community Savings or CCSB or any person that the future events, plans or expectations contemplated will be achieved. All subsequent written and oral forward-looking statements attributable to DB, Community Savings or CCSB or any person acting on its behalf are expressly qualified in their entirety by the cautionary statements above. The forward-looking statements are made as of the date of this press release. Neither DB, Community Savings nor CCSB undertake any obligation to update any forward-looking statement to reflect circumstances or events that occur after the date the forward-looking statements are made, except as required by law.
SOURCE Community Savings Bancorp
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