PEAPACK-GLADSTONE FINANCIAL CORPORATION (NASDAQ:PGC) Files An 8-K Other Events
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 Banks Private Wealth Management division. The remaining principals of MCM will continue service as Senior Managing Directors of MCM. |
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MCM will add depth to the Banks already high-caliber wealth management team, and will add to the Banks capabilities to provide expert and timely advice and services to clients. |
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The purchase is consistent with the Companys strategy to supplement the organic growth of its wealth management business with strategic and complementary acquisitions. |
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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:
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The acquisition will increase the assets under administration of the Private Wealth Management Division of the Bank by approximately $850 million. |
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The purchase has a minimal impact on tangible capital and tangible book value per share. |
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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 managements confidence and strategies and managements
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; |
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the impact of anticipated higher operating expenses in 2017 and beyond; |
| inability to manage our growth; |
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inability to successfully integrate our expanded employee base; |
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unexpected decline in the economy, in particular in our New Jersey and New York market areas; |
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declines in our net interest margin caused by the low interest rate environment and highly competitive market; |
| declines in value in our investment portfolio; |
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higher than expected increases in our allowance for loan losses; |
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higher than expected increases in loan losses or in the level of nonperforming loans; |
| unexpected changes in interest rates; |
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unexpected decline in real estate values within our market areas; |
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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 |
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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
Companys 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 |
About PEAPACK-GLADSTONE FINANCIAL CORPORATION (NASDAQ:PGC)
Peapack-Gladstone Financial Corporation is a bank holding company. The Company’s principal subsidiary is Peapack-Gladstone Bank (the Bank), which is a state chartered commercial bank. The Bank provides private banking services to businesses, non-profits and consumers through its private banking locations in Bedminster, Morristown, Princeton and Teaneck, New Jersey; wealth management division, and branch network in Somerset, Morris, Hunterdon, Middlesex and Union counties. The Company operates through two segments: Banking and Private Wealth Management Division. The Banking segment includes commercial, commercial real estate, multifamily, residential and consumer lending activities; deposit generation; operation of automatic teller machines; telephone and Internet banking services; merchant credit card services, and customer support sales. The Private Wealth Management Division includes asset management services, personal trust services and corporate trust services. PEAPACK-GLADSTONE FINANCIAL CORPORATION (NASDAQ:PGC) Recent Trading Information
PEAPACK-GLADSTONE FINANCIAL CORPORATION (NASDAQ:PGC) closed its last trading session up +0.40 at 30.36 with 40,800 shares trading hands.
