/PRNewswire/ -- Habersham Bancorp (OTC Bulletin Board: HABC) announced that the Georgia Department of Banking and Finance closed its subsidiary bank, Habersham Bank, and appointed the Federal Deposit Insurance Corporation (FDIC) as receiver. Habersham Bancorp is no longer the parent of Habersham Bank.
In a virtually simultaneous transaction, SCBT National Association acquired the operations and all deposits and purchased essentially all assets of the Bank in a loss-share transaction facilitated by the FDIC and will continue to operate the Bank, according to an FDIC news release. Customers who have questions about the foregoing matters, or who would like more information about the closure of the Bank, can visit the FDIC's web site located at http://www.fdic.gov/bank/individual/failed/habersham.html, or call the FDIC toll-free at 1-866-806-6128.
In a prepared statement, Habersham Bancorp said: "While we ultimately were unable to save the Bank in the face of unyielding market conditions, the Board of Directors worked tirelessly over the past two years on behalf of the Company and its shareholders and attempted every reasonable solution. In particular, over the last several months, the Board and management team had been working on an offering of common stock to residents of the State of Georgia in an effort to recapitalize the Bank. Our Board and management team also pursued other transactions, including mergers with other institutions and sales of the Bank's assets. Despite our best efforts, the continuing depressed market conditions prevented us from completing these transactions."
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Wednesday, February 23, 2011
Habersham Bank Closed by Georgia Department of Banking and Finance
Monday, September 20, 2010
Community & Southern Bank Acquires the Assets and Deposits of Three Georgia Banks from the FDIC
/PRNewswire/ -- Community & Southern Bank has acquired certain assets and deposit accounts and other liabilities of Bank of Ellijay, Ellijay, Georgia, First Commerce Community Bank, Douglasville, Georgia and The Peoples Bank, Winder, Georgia, from the Federal Deposit Insurance Corporation ("FDIC"), as receiver for Bank of Ellijay, First Commerce Community Bank, and The Peoples Bank. Bank of Ellijay, First Commerce Community Bank, and The Peoples Bank were closed by the Georgia Department of Banking and Finance at the close of business on Friday, September 17, 2010, and the FDIC was appointed receiver. Community &Southern Bank will begin operating Bank of Ellijay, First Commerce Community Bank, and The Peoples Bank branch offices as Community & Southern Bank offices immediately.
These are the third, fourth, and fifth acquisitions that Community &Southern has completed. On January 29, 2010, Community & Southern acquired certain assets and deposits of First National Bank of Georgia, Carrollton, Georgia. That acquisition established Community & Southern Bank as one of the market leaders in West Georgia. On March 19, 2010, Community & Southern completed its acquisition of Appalachian Community Bank, Ellijay, Georgia, making Community & Southern the 6th largest Georgia-based bank.
"We're very pleased to announce the acquisition of Bank of Ellijay, First Commerce Community Bank, and The Peoples Bank from the FDIC. The addition of these banks will allow us to serve a wider community throughout Georgia. As we stated previously, our goal is to build a new banking franchise for Georgia, with the strong traditions of service excellence and community support," said Community &Southern Bank's President and Chief Executive Officer, Patrick M. Frawley. "As we integrate these acquisitions, we will first and foremost focus on our customers, our employees, and the communities we serve."
John Spiegel, Chairman of the Board of Directors of Community & Southern Bank and former Chief Financial Officer of SunTrust Bank, added, "The customers of Bank of Ellijay, First Commerce Community Bank, and The Peoples Bank can rest assured knowing that there will be no disruption to the operations and services provided by their bank. Community &Southern Bank looks forward to building upon the traditions and values that are the foundation of our bank. These acquisitions further strengthen our position in our North and West Georgia Regions and establishes us in several new markets in Canton, Winder, and Athens. We welcome all of our new customers into the Community & Southern Bank family as we work to develop the premiere banking franchise across North Georgia."
Bank of Ellijay, First Commerce Community Bank, and The Peoples Bank customers should be aware that their accounts have been automatically converted to Community & Southern Bank accounts. All deposit accounts will continue to be fully insured to the maximum limits allowed by the FDIC. Bank of Ellijay, First Commerce Community Bank, and The Peoples Bank customers should continue to visit existing branches and use their existing checks and ATM/Debit cards to access their funds. All direct deposit and electronic bill pay transactions will continue to be processed normally.
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Wednesday, August 11, 2010
FDIC Urges Stronger Debit Card and Overdraft Oversight; Other Bank Regulators Should Take Action
/PRNewswire/ -- Statement of CRL president Michael D. Calhoun: "American families, especially those most vulnerable financially, could save millions of dollars a year in costly overdraft fees if guidelines the FDIC proposed today are adopted. The guidelines would encourage the banks the FDIC oversees to offer customers lower-cost overdraft alternatives rather than charge unlimited high-cost overdraft fees--as many banks do, even on small debit card transactions.
Under the proposal, a bank would contact a customer who incurs six overdraft fees within 12 months and offer--and explain--less costly options. The bank would be encouraged to provide the customer with a reasonable opportunity to choose one of them. Banks the FDIC oversees also would be discouraged from re-ordering transactions to maximize overdraft fees.
Banks and credit unions frequently promote their most expensive form of overdraft coverage, which typically imposes a $34 fee per overdraft--twice the amount of the typical debit card purchase that triggers an overdraft--rather than reasonably priced options like a low-interest line of credit or an affordable small-dollar loan. Financial institutions earn $24 billion annually from these high-cost programs.
The proposal comes just days before new Federal Reserve's August 15th rules take effect requiring banks and credit unions to obtain a customer's signature before enrolling them in a costly overdraft program for debit cards. But many banks don't give consumers real choices among alternatives; instead, they steer customers into the highest cost overdraft coverage they offer. The FDIC's proposed guidance indicates the Fed's rule is not sufficient to stop unfair and abusive overdraft practices by lenders: The Fed addresses neither the size of the fees nor how many can be charged.
A decade ago, most banks declined debit card transactions, and at no charge, when a customer's account lacked sufficient funds. Citibank has never charged overdraft fees on debit cards, and Bank of America is stopping the practice. But another big bank, Wells Fargo, continues to charge over a billion dollars a year in debit card overdraft fees. Wells also continues to market a cash advance product that, like payday lending, carries triple-digit annual interest rates.
To comprehensively address abusive short-term loan products, including unfair overdraft practices, the Federal Reserve and the Office of the Comptroller of the Currency must join the FDIC's efforts and explicitly limit overdraft fees to no more than six per year. In addition, all regulators should require that the size of the overdraft fee reflect a lender's cost and risk, and they should ban the manipulation of transaction postings."
For CRL's research on banks' overdraft marketing efforts, see http://www.responsiblelending.org/overdraft-loans/research-analysis/banks-targ et-mislead-consumers-as-overdraft-deadline-nears.html.
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Monday, July 6, 2009
New FDIC Report Shows Rate-Limited Short-Term Loans Are Unprofitable and Unsustainable
/PRNewswire/ -- The FDIC's latest report on its Small-Dollar Loan Pilot Program sheds new light supporting the short-term payday loan industry financial model for those needing short-term financing.
Most of the banks that participated in the FDIC pilot program admit that their goal is not to earn profits, but is instead to "generate goodwill" within their respective communities and to qualify for government Community Reinvestment Act credit. Further, the 446 participating bank branches made a mere 8,346 loans over the course of a year, an average of one loan per branch every 20 days. In contrast, the short-term payday loan industry makes more than 100 million loans per year.
An artificial rate cap makes short-term lending unprofitable, as the FDIC report explains: "[g]iven the small size of SDLs (small-dollar loans)... the interest income and fees generated are often not sufficient to achieve short-term profitability." Instead, banks participating in the FDIC program use their low-priced loans to sell customers on other financial services, including checking accounts with extremely expensive overdraft protection fees.
The Small-Dollar loans in the FDIC's program are not comparable to short-term payday loans, as many participating banks have stringent qualification criteria for borrowers. For example, the FDIC cites Citizens Trust Bank as a case study in its report, but the bank requires borrowers to have been at their current address for at least a year, and to meet a fixed credit score requirement and show six months of income. Other banks require a linked savings account and credit report. In contrast, most short-term payday loans simply require a bank checking account and a paystub to qualify for a low-dollar loan.
"Adults are best served when they can choose among many competing lending options," said Samantha O'Neil, Communications Director at the Center for Consumer Freedom. "When Oregon set an APR rate cap, payday lenders left the state in droves and former payday borrowers increased their dependency on more expensive options, including checking account overdrafts." Other reports from the Federal Reserve Board in New York and university economists have echoed that concern.
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Saturday, April 25, 2009
Bank of North Georgia Assumes Deposits of American Southern Bank in Kennesaw, Georgia
(BUSINESS WIRE)--Bank of North Georgia, an affiliate of Columbus, Georgia-based Synovus, announced yesterday that it has assumed from the Federal Deposit Insurance Corporation (FDIC) approximately $55.6 million in total deposits, including all uninsured deposits, of American Southern Bank in Kennesaw, Georgia.
“We appreciate the FDIC selecting our Atlanta affiliate, Bank of North Georgia, to serve the customers of American Southern Bank,” said Richard Anthony, Synovus Chairman and CEO. “We are confident in Bank of North Georgia's ability to meet the needs of American Southern's customers, and offer them an easy transition into a solid banking organization that is backed by Synovus' strong capital position.”
The one office of American Southern Bank will reopen on Monday, April 27, 2009 as a branch of Bank of North Georgia. Depositors of American Southern Bank will automatically become depositors of Bank of North Georgia. Deposits will continue to be insured by the FDIC, so there is no need for customers to change their banking relationship to retain their deposit insurance coverage. Customers of both banks should continue to use their existing branches until Bank of North Georgia can fully integrate the deposit records of American Southern Bank.
Over the weekend, depositors of American Southern Bank can access their money by writing checks or using ATM or debit cards. Checks drawn on the bank will continue to be processed. Loan customers should continue to make their payments as usual.
“Bank of North Georgia’s team has a long history of serving customers throughout Cobb County and Metro Atlanta. Although it is disappointing to see a bank in our region fail, we appreciate the opportunity to work with and support the FDIC by assuming both the insured and uninsured deposits of American Southern Bank,” said Kessel Stelling, President and CEO of Bank of North Georgia. “A dedicated team of Bank of North Georgia and FDIC professionals will be working throughout this weekend to prepare the branch to open as ‘business as usual’ on Monday morning. This team will be ready to greet each customer and alleviate any questions or concerns that may arise. We look forward to welcoming American Southern Bank’s customers to Bank of North Georgia and Synovus.”
Bank of North Georgia, headquartered in Alpharetta, Georgia, has assets of $5.8 billion and has 46 offices conveniently located in 17 counties throughout metro Atlanta (five offices in Cobb County). The bank is ranked 5th in deposit market share in Atlanta.
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Wednesday, October 22, 2008
Synovus Invests in FDIC Liquidity Guarantee Program
(BUSINESS WIRE)--Synovus (NYSE: SNV), the Columbus, Georgia-based financial services company, will participate in the Federal Deposit Insurance Corporation’s (FDIC) Temporary Liquidity Guarantee Program beyond the initial 30-day program offered by all banks in conjunction with the FDIC. This FDIC program allows Synovus to offer 100% deposit protection for non-interest bearing deposit transaction accounts regardless of dollar amount at FDIC-insured institutions. Non-interest bearing deposit transaction accounts are usually payment-processing accounts, such as payroll accounts used by businesses, which frequently exceed the current maximum limit of $250,000. The Liquidity Guarantee Program can be voluntarily offered by banks to customers through the end of 2009. There is no cost to customers to receive the additional FDIC insurance.
“The benefit for our customers is that there is no limit on FDIC insurance coverage for their deposits in these types of accounts at any Synovus bank,” said Richard Anthony, Chairman and CEO of Synovus. “We understand the desire customers have during this difficult economic climate to be guaranteed they will always have access to their money.”
Additionally, Synovus’ Shared CD and Money Market accounts offer customers the unique opportunity to access up to $8 million in FDIC insurance by spreading deposits across its 32 separately-chartered banks.
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Monday, October 13, 2008
Southern Community Bank Agrees to Regulatory Order; Announces Injection of $2 Million in Capital
PRNewswire-FirstCall/ -- Southern Community Bancshares, Inc. (OTC:SNCB) (BULLETIN BOARD: SNCB) announced October 10th that its bank subsidiary, Southern Community Bank (the "Bank"), has agreed to the entry of a "cease & desist" order (the "Order") with the Federal Deposit Insurance Corporation ("FDIC") and the Georgia Department of Banking and Finance ("DBF"). The Order, which was entered into without admitting or denying any fault and without the imposition of any fines or penalties, is a formal action by the FDIC and the DBF that directs the Bank to take corrective measures in a number of areas. It does not in any way restrict the Bank from transacting business. The Bank may continue to serve its customers in all areas including making loans, establishing lines of credit, accepting deposits and processing banking transactions. All customer deposits remain fully insured to the highest limits set by the FDIC.
The Order stems from a regulatory exam conducted by the FDIC based on the Bank's condition as of December 31, 2007. Since the time of the exam the Bank has undertaken a number of initiatives designed to address the weaknesses identified during the exam. Most notably, the Bank increased its Tier 1 capital by $2 million on September 25, 2008. This capital was injected from the Bank's holding company, which on the same day sold 500,000 shares of its common stock to a group of directors at a per share price of $4.00, representing a 2.5% premium to the reported closing price of the holding company's common stock on that day. The shares were sold in a private placement transaction that was exempt from the registration requirements of the Securities Act of 1933 by virtue of Section 4(2) or the Act and Rule 506 promulgated thereunder. Other measures that have been initiated by the Bank include:
-- Hiring David R. Coxon, a veteran banking executive with over 30 years experience in the industry, to serve as the Bank's President and CEO;
-- Appointing a special assets committee comprised of independent Board members charged with the responsibility of monitoring and disposing of the Bank's other real estate;
-- Strengthening the Bank's lending activities with particular emphasis on direct and indirect borrowing concentrations and monitoring individual lender/borrower relationships;
-- Engaging an outside regulatory consultant to assist the Bank in connection with the development of a strategic plan and with the Bank's overall compliance with the Order;
-- Developing a liquidity and funds management plan to address anticipated funding needs;
-- Developing a comprehensive policy for managing potential loan loss liability and enhancing the Bank's loan loss reserve;
-- Increasing internal controls over loan portfolio review; and
-- Establishing a communications policy and procedure for reporting progress in all areas to the FDIC and DBF.
The Bank has already begun to act upon many of the items addressed by the Order and will continue to work toward full compliance with the Order.
"It is unfortunate that both internal and external circumstances have led to this Order" Chairman Thomas D. Reese explained. "However, our board is firmly committed to complying with all aspects of the Order and returning the Bank to a well-performing financial institution." Reese stressed that the internal changes will not affect the Bank's relationship with its customers. "Southern Community Bank will continue to serve our community and offer our customers the financial services necessary to achieve their goals" he said.
About Southern Community Bancshares, Inc.
Southern Community Bancshares, Inc. is the holding company for Southern Community Bank, headquartered in Fayetteville, Georgia. The Bank began operations on June 2, 2000. In addition to its main office, the Bank has full-service branches in Fayetteville, Peachtree City, Locust Grove and Newnan as well as locations within Kroger grocery stores in Newnan and Jonesboro. The primary investor contact at Southern Community Bancshares, Inc. is Mr. David R. Coxon, Chief Executive Officer.
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Wednesday, October 8, 2008
Financial Planner’s Advice: Don’t Tap Your Retirement Account!
(BUSINESS WIRE)--Don’t make a costly mistake with your retirement money in today’s turbulent financial markets, says Sarasota financial planner Phil Couture.
“Do everything you can to avoid making withdrawals from your retirement accounts to meet immediate cash needs, and take steps to safeguard your long-term investments,” said Couture, CFP, president, Couture Financial, Inc., www.couturefinancial.com. “Otherwise, you put your financial future in serious jeopardy.”
Taking money from an Individual Retirement Account (IRA) or employer’s 401(k) plan can also have serious tax consequences. For instance, the Internal Revenue Service (IRS) typically imposes a 10 percent penalty, in addition to the deferred income tax, on funds withdrawn from a retirement account before age 59.5.
As a Certified Financial Planner who has helped thousands of clients since 1977, Couture has several suggestions for protecting your retirement funds:
• Diversify your investments. Don’t put everything into “safe” investments like certificates of deposit (CDs) or other fixed-income investments that do not keep up with inflation. Keep some stocks, real estate and other assets in your portfolio to preserve future purchasing power.
• Don’t take out a loan from your IRA or 401k plan. That’s tempting when faced with overdue mortgage payments or other immediate debts. But any loan from an IRA must be paid back in full in 60 days. If you have a loan from your 401k and you lose your job, it must be paid back immediately. Otherwise IRS considers the loan as taxable income.
• Be sure your IRA accounts held at a bank are insured. The Federal Deposit Insurance Corporation (FDIC) currently covers up to $250,000 in retirement accounts at any one bank, but any additional funds are at risk. If necessary, move some of those dollars to an insured account at another bank.
• Don’t let your bank or other plan custodian give you a credit card or checking account tied to your retirement funds. You could wind up withdrawing excessive amounts, and those funds will count as taxable personal income.
• Be very careful when transferring or “rolling over” your IRA funds to avoid tax penalties. The IRS will only allow you to move the funds “in a rollover transaction” from one custodian to another just once in any 12-month period.
“Remember that retirement accounts are meant for long-term investments,” said Couture. “Keep that perspective and sleep better at night.”
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Saturday, October 4, 2008
Wells Fargo, Wachovia Agree to Merge
BUSINESS WIRE)--Wells Fargo & Company (NYSE:WFC) and Wachovia Corporation (NYSE:WB) said today (October 3, 2008) they have signed a definitive agreement for the merger of the two companies including all of Wachovia’s banking operations in a whole company transaction requiring no financial assistance from the Federal Deposit Insurance Corporation (FDIC) or any other government agency.
Under the agreement, Wells Fargo will acquire all outstanding shares of common stock of Wachovia in a stock-for-stock transaction. In the transaction, Wells Fargo will acquire all of Wachovia Corporation and all its businesses and obligations, including its preferred equity and indebtedness, and all its banking deposits.
Under terms of the agreement, which has been approved unanimously by the boards of both companies, Wachovia shareholders will receive 0.1991 shares of Wells Fargo common stock in exchange for each share of Wachovia common stock. The transaction, based on Wells Fargo’s closing stock price of $35.16 on October 2, 2008, is valued at $7.00 per Wachovia common share for a total transaction value of approximately $15.1 billion. Wachovia has almost 2.2 billion common shares outstanding. The agreement requires the approval of Wachovia shareholders and customary approvals of regulators.
Wells Fargo will record Wachovia’s credit-impaired assets at fair value. The acquisition is expected to exceed Wells Fargo’s internal rate of return goal and add to Wells Fargo’s earnings per share in the first year of operations, excluding integration costs, write-downs, transaction charges, and credit reserve build. Wells Fargo expects to incur merger and integration charges of approximately $10 billion. To maintain its strong capital position, Wells Fargo intends to issue up to $20 billion of new Wells Fargo securities, primarily common stock.
“We at Wachovia have great admiration and respect for the people and businesses at Wells Fargo and we are extremely pleased to join forces with this outstanding company,” said Robert K. Steel, President and CEO of Wachovia Corp. “Today’s announcement creates one of the strongest financial firms in the world and is great for all Wachovia constituencies: our shareholders, customers, colleagues and communities. This deal enables us to keep Wachovia intact and preserve the value of an integrated company, without government support. The market presence and composition of our businesses, along with our service-oriented cultures, are extraordinarily complementary and this combination creates great potential for sustained stability and growth.”
“This agreement represents a compelling value for Wachovia shareholders,” said Wells Fargo Chairman Dick Kovacevich. “It provides superior value compared to the previous offer to acquire only the banking operations of the company and because Wachovia shareholders will have a meaningful opportunity to participate in the growth and success of a combined Wachovia-Wells Fargo that will be one of the world’s great financial services companies. We are combining the industry’s number one ranking customer service culture of Wachovia with the industry’s number one sales and cross-selling culture of Wells Fargo. The best in service and the best in sales, an unbeatable combination. Wachovia shareholders also will benefit from holding the stock of a strong financial institution, the U.S. bank with the highest credit ratings and with a long history of increasing dividends on its common stock. Wachovia’s brokerage and asset management businesses, which would have been left behind in the prior proposal, are tightly interwoven with Wachovia’s core banking business – and this agreement avoids the complexity and unavoidable loss of value in trying to separate them, which would have disrupted Wachovia’s team members and customers. We also bring to this merger agreement our 157 years of experience in financial services and the unparalleled convenience we can offer Wachovia customers through one of the most extensive financial services distributions systems in North America. We have the highest regard for the quality and commitment and caring of Wachovia team members. We believe their demonstrated commitment to outstanding customer service and their highest standards of community leadership are identical to our own values. And, of course, this agreement won’t require even a penny from the FDIC.”
The combined company will have a strong presence in Charlotte, which will be the headquarters for the combined company’s East Coast retail and commercial and corporate banking business. St. Louis will remain the headquarters of Wachovia Securities. In addition, three members of the Wachovia Board will be invited to join the Wells Fargo & Company Board when the transaction is completed.
Kovacevich said, “This agreement is an outstanding opportunity for Wachovia common and preferred shareholders and debt holders, team members and customers, for the Charlotte and St. Louis communities and indeed all of the communities that Wachovia serves, and for the U.S. government and our banking system. It makes compelling business and strategic sense and is simply an incredible fit that will result in an immensely strong, stable financial services company that will carry on Wachovia’s proud tradition of being one of the very best financial institutions in the world.”
“We know this has been a time of great uncertainty for Wachovia team members and many of its customers as their company has gone through a very painful and challenging time of unprecedented change in our industry,” said Wells Fargo President and CEO John Stumpf. “We want to assure them we’ll do everything we can to make the integration of our operations as smooth as possible. An important measure of success for this integration will be our ability to retain as many of the talented Wachovia team members as possible so they can continue to provide outstanding service and financial advice to their customers and continue their careers with Wells Fargo.”
The combined company will be one of North America’s most extensive financial services distribution networks:
6/30/08
Wells Fargo
Wachovia
Combined
Assets $609 billion $812 billion $1.42 trillion
Deposits $339 billion $448 billion $787 billion
Customers 28 million 20 million
48 million1
Assets under Mgt.
(Mutual Funds) $151 billion $107 billion $258 billion
Stores 5,941 4,820 10,761
ATMs 6,950 5,277 12,227
Team Members 160,000 120,000 280,000
1 unadjusted for customer overlap
Wells Fargo’s Chief Financial Officer Howard Atkins said Wells Fargo used conservative assumptions in evaluating this opportunity. "As always, we only consider acquisitions that add to earnings per share no later than the third year after purchase and earn an internal rate of return of at least 15 percent,” said Atkins. “This acquisition comfortably exceeds all our financial requirements. This is a unique opportunity to expand both our Community Banking and Wholesale Banking presence in current markets and enter some new markets by acquiring another full service financial services retail banking company with a strong culture of customer service and community involvement very similar to ours.”
Wells Fargo and Wachovia will create the nation’s premier coast-to-coast community banking presence. The combined company will have community banks in 39 states and the District of Columbia. The acquisition will establish a Wells Fargo Community Banking presence for the first time in Alabama, Connecticut, Delaware, Florida, Georgia, Kansas, Maryland, Mississippi, New Jersey, New York, North Carolina, Pennsylvania, South Carolina, Tennessee, Virginia and Washington, D.C. Wells Fargo already has a Community Banking presence in Alaska, Arizona, Arkansas (pending), California, Colorado, Idaho, Illinois, Indiana, Iowa, Michigan, Minnesota, Montana, Nebraska, Nevada, New Mexico, North Dakota, Ohio, Oregon, South Dakota, Texas, Utah, Washington, Wisconsin, and Wyoming.
The combined company will be #1 in deposit market share2 in 17 of its 39 Community Banking states: Alaska, Arizona, California, Colorado, Florida, Georgia, Idaho, Minnesota, Iowa, Montana, Nebraska, New Jersey, New Mexico, North Carolina, South Dakota, Texas, and Virginia. Ninety-three percent of its deposits will be in states in which it ranks #1, 2 or 3 and the combined company will rank #1 in ten of the nation’s 20 largest Metropolitan Statistical Areas (MSAs) in deposit market share.2
2 excludes deposits greater than $500 million in a single banking store
Wells Fargo also is the nation’s:
* #1 small business lender,
* #1 agricultural lender,
* #1 commercial real estate broker,
* #2 largest mortgage originator,
* #2 largest mortgage servicer,
* #2 largest debit card issuer,
* #1 financial services provider to middle market businesses in the western U.S. and a national presence in commercial banking (29 states),
* largest bank-owned U.S. insurance brokerage
In connection with the agreement, Wachovia and Wells Fargo entered into a share exchange agreement under which Wachovia is issuing Wells Fargo preferred stock that votes as a single class with Wachovia’s common stock representing 39.9 percent of Wachovia’s voting power.
Wells Fargo was advised on the transaction by Wachtell, Lipton, Rosen & Katz and JPMorgan Securities, Inc. was the exclusive financial advisor to Wells Fargo. Wachovia was advised on the transaction by Sullivan & Cromwell LLP, Goldman Sachs & Co. and Perella Weinberg Partners.
Wells Fargo & Company is a diversified financial services company with $609 billion in assets, providing banking, insurance, investments, mortgage and consumer finance through almost 6,000 stores and the internet (wellsfargo.com) across North America and elsewhere internationally. Wells Fargo Bank, N.A. is the only bank in the U.S., and one of only two banks worldwide, to have the highest possible credit rating from both Moody’s Investors Service, “Aaa,” and Standard & Poor’s Ratings Services, “AAA.”
FORWARD-LOOKING STATEMENTS
This news release contains forward-looking statements about Wells Fargo and Wachovia and the proposed transaction between the companies. There are several factors – many beyond Wells Fargo’s control – that could cause actual results to differ significantly from expectations described in the forward-looking statements. Among these factors are the receipt of necessary regulatory approvals and the approval of Wachovia shareholders. Forward-looking statements speak only as of the date they are made, and we do not undertake any obligation to update them to reflect changes that occur after that date.
For a discussion of factors that may cause actual results to differ from expectations, refer to each company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2008, and Annual Report on Form 10-K for the year ended December 31, 2007, including information incorporated into each company’s 10-K from their respective 2007 annual reports, filed with the Securities and Exchange Commission (SEC) and available on the SEC’s website at www.sec.gov.
MORE INFORMATION ABOUT THE MERGER AND WHERE TO FIND IT
The proposed merger will be submitted to Wachovia Corporation shareholders for their consideration. Wells Fargo will file with the Securities and Exchange Commission (“SEC”) a registration statement on Form S-4 that will include a proxy statement of Wachovia Corporation that also constitutes a prospectus of Wells Fargo. Wachovia Corporation will mail the proxy statement-prospectus to its shareholders. Wachovia shareholders and other investors are urged to read the final proxy statement-prospectus when it becomes available because it will describe the proposed merger and contain other important information. You may obtain copies of all documents filed with the SEC regarding the proposed merger, free of charge, at the SEC’s website (www.sec.gov). You may also obtain free copies of these documents by contacting Wells Fargo or Wachovia, as follows:
Wells Fargo & Company, Attention Corporate Secretary, MAC N9305-173, Sixth and Marquette, Minneapolis, Minnesota 55479, (612) 667-0087.
Wachovia Corporation, Investor Relations, One Wachovia Center, 301 South College Street, Charlotte, North Carolina 28288, (704) 374-6782
Wells Fargo and Wachovia and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from Wachovia Corporation shareholders in connection with the proposed merger. Information about Wells Fargo’s directors and executive officers and their ownership of Wells Fargo common stock is contained in the definitive proxy statement for Wells Fargo’s 2008 annual meeting of stockholders, as filed by Wells Fargo with the SEC on Schedule 14A on March 17, 2008. Information about Wachovia’s directors and executive officers and their ownership of Wachovia common stock is contained in the definitive proxy statement for Wachovia’s 2008 annual meeting of shareholders, as filed by Wachovia with the SEC on Schedule 14A on March 10, 2008. You may obtain a free copy of these documents by contacting Wells Fargo or Wachovia at the contact information provided above. The proxy statement-prospectus for the proposed merger will provide more information about participants in the solicitation of proxies from Wachovia Corporation shareholders.
CONFERENCE CALL UPDATE
Wells Fargo will host a conference call Friday, October 3, 2008, at 6:30 a.m. (Pacific Time) to review the acquisition. Investors can call 877-425-9480 (domestic) and (210) 689-8848 (international) with the access code 299254, or listen via live audio webcast. The live audio webcast and presentation visuals will be available on http://www.wellsfargo.com/invest_relations/presents. A replay of the conference call will be available through October 10, 2008 at (877) 660-6853 (domestic) and (201) 612-7415 (international). Enter account 286 and Conference ID 299254. The replay also will be available online.
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Tuesday, September 30, 2008
Citi and Wachovia Reach Agreement-In-Principle for Citi to Acquire Wachovia’s Banking Operations in an FDIC-Assisted Transaction
BUSINESS WIRE)--Citi (NYSE: C) today (September 29, 2008) announced it has reached an agreement–in-principle to acquire all of the banking subsidiaries of Wachovia Corporation (NYSE: WB), creating the largest U.S. bank by total deposits.
Wachovia will remain a public company and retain its asset management, retail brokerage, and certain select parts of its wealth management businesses, including the Evergreen and Wachovia Securities franchises. Going forward, Wachovia expects to have adequate capital to support its remaining businesses, an appropriate allocation of tangible equity, and certain tax assets that will be recognized immediately.
Under the terms of the agreement-in-principle, Citi will pay Wachovia approximately $2.16 billion in stock and assume Wachovia senior and subordinated debt, totaling approximately $53 billion.
Citi will acquire more than $700 billion of assets of Wachovia’s banking subsidiaries, and related liabilities. The Federal Deposit Insurance Corporation (FDIC) has agreed to provide loss protection in connection with approximately $312 billion of mortgage-related and other Wachovia assets. Citi is responsible for the first $30 billion of losses on this portfolio, and expects to record these expected losses under purchase accounting upon closing of the transaction. Citi is also responsible for the next $12 billion in losses up to a maximum of $4 billion per year for the next three years. Citi has also agreed to issue to the FDIC preferred stock and warrants with a combined value of approximately $12 billion. The FDIC has agreed to be responsible for any further losses on this portfolio.
The transaction, which has been approved by the Boards of Directors of both companies, is subject to: approval by Wachovia’s shareholders; to the occurrence of the closing by December 31, 2008; definitive documentation; regulatory approvals; and other customary closing conditions.
The deal is expected to be accretive to Citi’s earnings from year one excluding a total of $3.7 billion in pre-tax restructuring charges for severance over the next four years, and expected to be fully accretive in 2010.
Citi expects to raise $10 billion in common equity in connection with this transaction and reduce its quarterly dividend to 16 cents per share, effective immediately, to maintain the company’s strong capital position. On a pro forma basis for the second quarter ended June 30, 2008, Citi’s Tier 1 capital ratio is expected to be 8.8% assuming completion of the transaction.
“The transaction is extremely attractive from a strategic perspective. It will deliver the combined capabilities of two powerful organizations to our customers and shareholders, providing meaningful EPS accretion and downside loss protection,” said Vikram Pandit, Chief Executive Officer, Citi. “It will augment our access to stable funding and liquidity, and will accelerate our efforts to establish Citi as the world’s leading global financial institution. Citi will have more than $600 billion in deposits in the U.S., giving us about a 9.8% market share. Our total deposits will be $1.3 trillion globally, $350 billion more than our next largest U.S. competitor, making us one of the world's largest core deposit-funded financial institutions. Moreover, it is essential that Wachovia, a company we deeply respect, maintain a strong presence in Charlotte, N.C.”
“Our core businesses continue to perform well but amid uncertain markets and a fast-changing industry landscape, we found in Citi a strong partner to preserve the stability and quality of our banking franchise,” said Robert Steel, CEO, Wachovia. “We are pleased to meet these key goals, as well as advance our legacy of innovative thinking, best-in-class customer service, and growth opportunities for our colleagues.”
Wachovia has a strong, attractive customer base, talented employees, and its retail bank footprint is highly complementary with that of Citi, with just 31% of Wachovia branches located in existing Citi markets. The transaction propels Citi to a top three ranking in seven metropolitan statistical areas (MSAs): New York, Miami, Atlanta, Washington D.C., Las Vegas, Charlotte, and San Francisco.
At the completion of the transaction, Citi will have: about 4,300 branches in the U.S. and approximately another 3,300 throughout the world; and 28,000 fee-free ATMs in the U.S. As there is little overlap between the two footprints, Citi expects to close less than 5% of the combined branches. In addition, Citi will benefit from Wachovia’s leading technology platform, including the opportunity to expand its award-winning online banking platform, and proven integration capabilities.
The transaction also brings a strong, highly complementary U.S. cash management platform to Citi’s leading international Global Transaction Services business; a strong U.S. mid-market corporate banking franchise; and, a small, successful private banking business that Citi intends to integrate into its existing Global Wealth Management business.
In addition, Citi expects to realize more than $3 billion of annualized expense synergies through the consolidation of overlapping functions. Following the closing of the transaction, Citi expects to complete the integration of the retail banking operations by year-end 2010.
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Monday, September 1, 2008
FDIC Taps Regions to Acquire Deposits of Failed Atlanta Bank
BUSINESS WIRE --Regions Financial Corporation (NYSE:RF) today announced that it has assumed from the Federal Deposit Insurance Corporation (FDIC) approximately $900 million in total deposits, including all uninsured deposits, of Alpharetta-based Integrity Bank.
Federal regulators at close of business on August 29, 2008 declared Integrity Bank insolvent and the FDIC was named receiver. The FDIC approved the assumption of approximately $900 million in deposits by Regions Bank. The FDIC will retain most of Integrity Bank’s loan portfolio for later disposition.
“We felt it was important to assume both insured and uninsured deposits, and we believe it is our responsibility as a leading national institution to work with and support the FDIC in providing safe harbors for depositors in this challenging time,” said Dowd Ritter, chairman, president and chief executive officer. “In addition to being the right thing to do, this agreement reaffirms our strength and demonstrates our commitment to grow in our core markets across 16 states.”
Under terms of an agreement with the FDIC, Regions will serve 23,000 accounts of Integrity Bank and will assume operations of the five branches in Atlanta when they reopen on September 2, 2008. Regions will work with Integrity employees to identify possible job opportunities within Regions.
The former Integrity Bank branches will immediately operate under the Regions name and customers will be able to conduct their business as usual. Customers of both banks should continue to use their existing branches until Regions can fully integrate the deposit records of Integrity Bank.
“We look forward to welcoming the former customers of Integrity Bank into the Regions family,” said Bill Linginfelter, area executive for Atlanta/North Georgia. “We are committed to serving the needs of the entire community and this agreement will provide a safe and secure home for Integrity Bank customers’ banking relationships.”
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Monday, August 4, 2008
SunTrust Acquires Insured Customer Deposits of First Priority Bank from FDIC
PRNewswire-FirstCall/ -- SunTrust Banks, Inc. (NYSE:STI) announced today that it has acquired from the Federal Deposit Insurance Corporation (FDIC) approximately $225 million in FDIC-insured deposits of First Priority Bank of Bradenton, Florida.
The FDIC separately announced today the closing of First Priority Bank by the Commissioner of the Florida Office of Financial Regulation.
Under terms of an agreement with the FDIC, SunTrust will provide banking services to more than 4000 former First Priority customers, including operating First Priority Bank's six branches beginning on Monday, August 3 for a 90-day transition period.
During the transition period, First Priority customer accounts will be transitioned to SunTrust accounts with clients ultimately enjoying access to SunTrust's robust Southwest Florida branch network and its more than 1600 other branches throughout the Southeast and Mid-Atlantic states.
"Today's announcement underscores that despite the challenges facing all banks today, the current environment also presents opportunities for strong institutions like SunTrust to expand our client base," said James M. Wells III, SunTrust Chairman, President and CEO. "In addition, we are pleased to be in a position to support the FDIC in its effort to resolve a problematic situation while also offering former First Priority customers the advantages of banking with SunTrust."
During the transition period, SunTrust will work with First Priority's approximately 50 employees to identify possible job opportunities within SunTrust.
"We look forward to welcoming First Priority customers, and soon offering them the channels, choices and convenience enjoyed by existing SunTrust customers," said Margaret L. Callihan, chairman, president and CEO of SunTrust Bank, Southwest Florida. She noted that pending completion of the transition period, First Priority customers should continue to conduct their banking at their usual branch location.
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