Stonegate Bank to Acquire Regent Bancorp, Inc.

FORT LAUDERDALE, FL--(Marketwired - Apr 26, 2016) -  Stonegate Bank (NASDAQ: SGBK) announced today the signing of a definitive agreement by which Stonegate will acquire all the operations of Regent Bancorp, Inc. ("RBI"), including its wholly owned subsidiary, Regent Bank. Stonegate Bank's management expects the combination will increase total assets to approximately $2.7 billion and will rank Stonegate Bank as the 9^th largest bank headquartered in Florida. 

Under the terms of the agreement, RBI shareholders will be entitled to receive 0.2893 shares of SGBK common stock for each share of RBI common stock, subject to adjustment in accordance with the terms of the merger agreement. The transaction is valued at approximately $9.02 per RBI share or $40 million in the aggregate, based on the closing price for SGBK common stock on April 25, 2016. The value of the total consideration expected to be received by RBI's common shareholders represents approximately 1.4x RBI's tangible book value at March 31, 2016 and 1.3x RBI's estimated pro forma tangible book value at transaction close (based on anticipated transaction close in the third quarter of 2016 and incorporating the estimated purchase accounting marks and, as part of the transaction, the anticipated reversal of the valuation allowance against RBI's deferred tax asset).

Regent Bank, headquartered in Davie, Florida, is a state chartered bank operating five branches located in Broward and Palm Beach Counties, Florida. RBI is the bank holding company for Regent Bank. As of December 31, 2015, RBI had total assets of $363 million, total loans of $274 million and total deposits of $293 million, on a consolidated basis.

"This acquisition significantly expands our deposit market share in Broward County to approximately 2.2%, resulting in Stonegate having the largest deposit market share of any community bank in Broward County," said Dave Seleski, President and Chief Executive Officer of Stonegate Bank. "In addition, we increase our branch network to 3 branches in Palm Beach County with close to $350 million in total deposits. After consummation of the merger, Stonegate's total combined deposits in southeast Florida are expected to exceed $1.5 billion. The combination will give Stonegate more leverage to deliver products to our target market in southeast Florida."

Stonegate estimates the transaction to be immediately accretive to earnings per share with single digit accretion in the first full year. Furthermore, the transaction is expected to be immediately accretive to Stonegate Bank's tangible book. This transaction will mark Stonegate's ninth acquisition since 2009.

The merger has been approved by the Board of Directors of Stonegate Bank and RBI. In addition to certain customary closing conditions, approval by the shareholders of Regent Bancorp, Inc. and Stonegate Bank, as well as the applicable bank regulatory agencies, will be required prior to completing the transaction. The closing is expected to take place late in the third quarter of 2016.

Keefe, Bruyette & Woods, Inc. served as financial adviser to Stonegate Bank. Gunster, Yoakley & Stewart, P.A. served as legal counsel to Stonegate Bank. Hovde Group, LLC served as financial adviser to Regent Bancorp, Inc. and rendered a fairness opinion in connection with the transaction. Smith Mackinnon, P.A. served as legal counsel to Regent Bancorp, Inc.

Conference Call Information
A conference call to discuss the transaction and first quarter earnings results is scheduled for Wednesday, April 27, 2016, at 2:30 p.m. EDT. Interested parties are invited to participate by dialing 1-866-820-3585 and entering conference ID number 92097530. An investor presentation regarding the transaction discussed on this call will be available for download at www.stonegatebank.com on the Investor Relations - Bank News and Releases page.

Stonegate Bank
Stonegate Bank is one of Florida's premier business banks. Headquartered in Pompano Beach, Stonegate Bank also operates 21 banking offices in its target market places of South and West Florida, which are comprised primarily of Broward, Charlotte, Collier, Hillsborough, Lee, Miami-Dade, Palm Beach, and Sarasota Counties in Florida. While providing innovative solutions for its business clients, Stonegate also delivers highly attentive personal retail banking services. Stonegate pledges to give each and every one of its clients unsurpassed service. Stonegate Bank's goal is to build an extraordinary organization that is accountable to its clients, shareholders, employees and to the communities it services.

Participants in the Solicitation

This communication is not a solicitation of a proxy from any security holder of Stonegate Bank or RBI. However, Stonegate Bank, RBI, their respective directors and executive officers and other persons may be deemed to be participants in the solicitation of proxies from Stonegate Bank's and RBI's shareholders in respect of the merger. Information regarding the directors and executive officers of Stonegate Bank may be found in its Proxy Statement, which was filed with the FDIC on March 18, 2016 and can be obtained free of charge from Stonegate Bank's website or from the FDIC's website (http://www2.fdic.gov/efr). Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the joint proxy statement/prospectus and other relevant materials to be filed with the FDIC when they become available. Investors should read the joint proxy statement/prospectus carefully, when it becomes available, before making any voting decision because it will contain important information

Forward Looking Statements

The foregoing contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including but not limited to those regarding the proposed merger. Such statements are not historical facts and include expressions about management's confidence and strategies and management's expectations about new and existing programs and products, relationships, opportunities, taxation, technology and market conditions. These statements may be identified by such forward-looking terminology as "expect," "believe," "view," "opportunity," "allow," "continues," "reflects," "typically," "usually," "anticipate," or similar statements or variations of such terms. Such forward-looking statements involve certain risks and uncertainties. Actual results may differ materially from such forward-looking statements. Factors that may cause actual results to differ from those contemplated by such forward-looking statements include, but are not limited to, the following: failure to obtain shareholder or regulatory approval for the merger of RBI with Stonegate Bank or to satisfy other conditions to the merger on the proposed terms and within the proposed timeframe; delays in closing the merger; reaction to the merger of Stonegate Bank's customers and employees; the diversion of management's time on issues relating to the merger; the inability to realize expected cost savings and synergies from the merger of RBI with Stonegate Bank in the amounts or in the timeframe anticipated; changes in the estimate of non-recurring charges; costs or difficulties relating to integration matters might be greater than expected; changes in the stock price of Stonegate Bank prior to closing; material adverse changes in RBI's or Stonegate Bank's operations or earnings; the inability of Stonegate Bank to retain RBI's customers and employees; or a decline in the economy, mainly in South Florida, as well as the risk factors set forth in Stonegate Bank's Annual Report on Form 10-K and Quarterly Reports on Form 10-Q, each filed with the FDIC. Stonegate Bank does not assume any obligation for updating any such forward-looking statement at any time.