Sterling Bancorp Inc. in Southfield has agreed to sell Sterling Bank and Trust to Jacksonville, Flor.-based EverBank Financial Corp. for $261 million and ultimately close its doors permanently.
Immediately following the closing of the sale transaction, Sterling is expected to voluntarily delist its common stock from Nasdaq, with trading in the stock intended to cease at such time or immediately thereafter and deregister its common stock in order to terminate and suspend its reporting obligations under the Securities Exchange Act of 1934, as amended.
The closing date of the sale would be the record date for the shareholder distributions under the Plan of Dissolution.
The sale transaction is subject to customary closing conditions, including regulatory approvals, and approval by Sterling’s shareholders. Sterling’s board of directors has unanimously approved the sale transaction, which is expected to close in the first quarter of 2025.
In March 2023, Sterling Bank and Trust stated it would plead guilty to securities fraud and pay $27 million in restitution tied to actions of the former management team and a now-defunct residential mortgage lending product.
“The board of directors of the company has been considering various strategic initiatives for several years,” says Thomas M. O’Brien, chairman, president, and CEO of Sterling Bancorp. “Ultimately, Sterling’s board of directors determined that there was no practical way to pursue any form of stand-alone independent operations given the extremely high costs required and the multiple years needed to execute a new strategic vision without risking ongoing losses and substantial loss of capital.”
As a condition for EverBank to enter into the sale transaction, trustees for family trusts representing approximately 38 percent of the outstanding common stock of the company have agreed to vote their shares in favor of the sale transaction.
As another condition, the bank entered into a mortgage loan purchase agreement with Bayview Acquisitions, a Delaware company, which provides for the sale to Bayview of all of the bank’s residential tenant-in-common mortgage loans. The closing of the loan sale is to occur immediately prior to the closing of the sale of the bank.
Upon completion of the proposed sale, the bank will be merged into EverBank, which will operate the bank’s branch offices, other than the Michigan branch, as offices of EverBank. Sterling Bancorp will “shortly commence efforts” to close the Michigan branch at the time of completion of the sale transaction in accordance with applicable law.
All of the bank’s deposit accounts at the time of the closing will continue to enjoy the benefits of FDIC coverage as customers of EverBank and loan customers will be serviced on EverBank’s platform following a transition period.
