Attached files
| file | filename |
|---|---|
| EX-99.1 - EX-99.1 - PEAPACK GLADSTONE FINANCIAL CORP | ex99-1.htm |
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) | May 26, 2017 |
| PEAPACK-GLADSTONE FINANCIAL CORPORATION | ||
| (Exact Name of Registrant as Specified in Charter) | ||
| New Jersey | 001-16197 | 22-3537895 |
| (State or Other Jurisdiction | (Commission | (I.R.S. Employer |
| of Incorporation) | File Number) | Identification No.) |
| 500 Hills Drive, Suite 300, Bedminster, New Jersey | 07921 | |
| (Address of Principal Executive Offices) | (Zip Code) | |
| Registrant’s telephone number, including area code | (908) 234-0700 |
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 (see General Instruction A.2. below):
| o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Item 8.01 | Other Events |
On May 26, 2017, Peapack-Gladstone Financial Corporation (the “Company”), parent company of Peapack-Gladstone Bank (the “Bank”), announced that it entered into an agreement to acquire Murphy Capital Management, Inc. (“MCM”) a Registered Investment Advisor headquartered in Gladstone, New Jersey. The Company expects the transaction to close in late July to August. The Company issued a press release dated May 26, 2017 regarding the acquisition and such press release is filed herewith as Exhibit 99.1 and incorporated by reference herein.
The purchase price is comprised of a cash payment to be made at closing and common stock subject to an earn-out based on client retention. The Company will also pay future compensation subject to client retention and net revenue growth over three and five year periods.
In addition to the strategic synergies and benefits noted within the press release dated May 26, 2017, a copy of which is attached, the following should also be noted from a strategic perspective:
| · | Mr. Murphy will continue as President of MCM – a subsidiary of the Bank and division of the Bank’s Private Wealth Management division. The remaining principals of MCM will continue service as Senior Managing Directors of MCM. |
| · | MCM will add depth to the Bank’s already high-caliber wealth management team, and will add to the Bank’s capabilities to provide expert and timely advice and services to clients. |
| · | The purchase is consistent with the Company’s strategy to supplement the organic growth of its wealth management business with strategic and complementary acquisitions. |
| · | The acquisition provides the Bank the opportunity to provide banking, lending, tax, trust and fiduciary services to the MCM client base. |
From a financial perspective:
| · | The acquisition will increase the assets under administration of the Private Wealth Management Division of the Bank by approximately $850 million. |
| · | The purchase has a minimal impact on tangible capital and tangible book value per share. |
| · | After up front transaction costs, the purchase will be immediately accretive to earnings. |
Forward-Looking Statements
The foregoing contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. 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, investments, relationships, opportunities and market conditions. These statements may be identified by such forward-looking terminology as “expect”, “look”, “believe”, “anticipate”, “may”, or similar statements or variations of such terms. Actual results may differ materially from such forward-looking statements. Factors that may cause results to differ materially from such forward-looking statements include, but are not limited to:
| • | inability to realize expected revenue synergies from the MCM acquisition in the amounts or the timeframe anticipated; |
| • | inability to retain customers and employees of MCM; |
| • | inability to successfully grow our business and implement our strategic plan, including an inability to generate revenues to offset the increased personnel and other costs related to the strategic plan; |
| • | the impact of anticipated higher operating expenses in 2017 and beyond; |
| • | inability to manage our growth; |
| • | inability to successfully integrate our expanded employee base; |
| • | unexpected decline in the economy, in particular in our New Jersey and New York market areas; |
| • | declines in our net interest margin caused by the low interest rate environment and highly competitive market; |
| • | declines in value in our investment portfolio; |
| • | higher than expected increases in our allowance for loan losses; |
| • | higher than expected increases in loan losses or in the level of nonperforming loans; |
| • | unexpected changes in interest rates; |
| • | unexpected decline in real estate values within our market areas; |
| • | legislative and regulatory actions (including the impact of the Dodd-Frank Wall Street Reform and Consumer Protection Act, Basel III and related regulations) subject us to additional regulatory oversight which may result in increased compliance costs; |
| • | successful cyberattacks against our IT infrastructure and that of our IT providers; |
| • | higher than expected FDIC insurance premiums; |
| • | adverse weather conditions; |
| • | inability to successfully generate new business in new geographic markets; |
| • | inability to execute upon new business initiatives; |
| • | lack of liquidity to fund our various cash obligations; |
| • | reduction in our lower-cost funding sources; |
| • | our inability to adapt to technological changes; |
| • | claims and litigation pertaining to fiduciary responsibility, environmental laws and other matters; and |
| • | other unexpected material adverse changes in our operations or earnings. |
A discussion of these and other factors that could affect our results is included in our SEC filings, including our Annual Report on Form 10-K for the year ended December 31, 2016. We undertake no duty to update any forward-looking statement to conform the statement to actual results or changes in the Company’s expectations.
Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements.
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits. |
| Exhibit No. | Title | |
| 99.1 | Press release dated May 26, 2017 |
SIGNATURE
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.
| PEAPACK-GLADSTONE FINANCIAL CORPORATION | ||
| Dated: May 26, 2017 | By: | /s/Jeffrey J. Carfora |
| Name: | Jeffrey J. Carfora | |
| Title: | Senior Executive Vice President and | |
| Chief Financial Officer | ||
Exhibit Index
| Exhibit No. | Title |
| 99.1 | Press release dated May 26, 2017 |