EVERETT — Frontier Financial Corp. will be acquired by a New York-based special-acquisitions company, a move that could help the troubled bank grow new legs and expand its business-banking operations.
Frontier officials announced a merger with SP Acquisition Holdings on Friday, saying the $24 million stock deal will introduce more than $400 million in assets to help rejuvenate the Everett bank’s ailing portfolio.
Frontier was slammed when the real estate market took a dive last year, posting a $50 million second-quarter loss earlier this week. That was an increase over its first-quarter loss of $33.8 million.
The merger must still be approved by shareholders of both companies. Frontier shareholders would own a smaller stake in the company and likely watch their shares decrease in value.
The bank had long sought a merger with an all-cash company such as SP Acquisition Holdings, seeking to solve its credit problems.
“We just hadn’t seen anyone step up with something we could consider,” Frontier Chief Executive Pat Fahey said. “This was the best opportunity of all the opportunities available.”
The details of the merger were revealed Friday morning, just hours after several weeks of confidential negotiations culminated in an agreement.
The merger came after months of warning signs, including a change in leadership at the bank, a federal cease-and-desist order and a 6 percent staff reduction last month.
“Our team has worked tremendously hard in the last year despite unrelenting headwinds,” Fahey said.
Frontier customers and employees shouldn’t notice much of a change after the merger becomes final, according to a statement. The holding company will continue to operate as Frontier Financial Corp., the bank’s executive leadership team will be kept onboard, and the bank’s headquarters will remain in Everett.
SP Acquisition Holdings is a so-called blank-check company, founded with the purpose of acquiring existing businesses. Investors in blank-check companies put up money without knowing how it will be spent, giving credence to the name — and often to high levels of mandatory shareholder approval.
The holding company is up against a two-year deadline later this year. If a deal isn’t made at that point, the company might have to return money to investors.
SP Acquisition Holdings is headed by Warren Lichtenstein, manager of activist hedge fund Steel Partners. Lichtenstein said Friday the acquisition will give Frontier flexibility to make changes to its nonperforming loan portfolio, heavily comprised of real estate deals.
“This opportunity is attractive when considered amidst the backdrop of today’s historically low bank stock valuations and the opportunity for improved valuation in the future,” he said.
The merger means Frontier can resolve credit problems and offer more loans — and possibly acquire struggling competitors, Lichtenstein hinted Friday by calling the bank a “growth platform.”
Fahey said the new-found capital will put Frontier in a more stable and somewhat unusual position, compared to other banks the size of Frontier and larger.
“We think the competitive environment is very favorable from that standpoint,” Fahey said. “There are many other troubled banks, and more to come. And I don’t delight in that at all.”
But the fact that SP Acquisition Holdings has no identity outside of its acquisition function means the merger is only a change in capital ownership — not in brand.
“The nice thing is, this is not a merger with another bank where you have overlapping branches or duplicated positions,” Fahey said. “It’s going to be the same company, the same people.”
The exchange of stock outlined in the agreement has each share of Frontier’s stock exchanged for the right to 0.0530 shares of the holding company’s stock and the same number of warrants. That means Frontier’s more than 47 million shares of common stock issued and outstanding will be traded for about 2.5 million shares of stock and 2.5 million warrants. The warrants, an option to buy a security at a fixed amount, will have an exercise price of $11.50 per share and will be exercisable for the next seven years.
The merger is expected to be final in the fourth quarter of this year. First, the transaction has to be approved by shareholders and regulatory agencies.
Both Frontier and the holding company both experienced 1-cent increases in trading Friday. SP Acquisition Holdings closed at $9.76. Frontier’s stock ended the day at $0.90. A year ago, the company traded at more than $10 per share.
Read Amy Rolph’s small-business blog at www.heraldnet.com/TheStorefront. Contact her at 425-339-3029 or arolph@heraldnet.com.
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