Jefferson Bancorp to Buy Another Maryland Bank for $25M

Jefferson Bancorp of Lutherville, Md., has taken another step in its long-term plan to expand to roughly $1 billion of assets.

The privately held company — which does business as Bay Bank — has agreed to acquire Carrollton Bancorp (CRRB) of Columbia, Md., for about $25 million in stock and cash.

A Washington private equity firm, Hovde Acquisitions, formed Jefferson and Bay Bank to acquire the assets and certain liabilities of the failed Bay National Bank in July 2010. Hovde is still the investment advisor for the Financial Services Partners Fund I, which owns substantially all of Jefferson’s outstanding common shares.

Management will pursue more acquisitions to meet its growth target within the next few years because it is “hard to operate under that billion-dollar mark as complicated as banking is getting,” Kevin B. Cashen, the president and chief executive of Jefferson and Bay Bank, said in an interview Monday.

Cashen would be the president and CEO of the combined bank once the acquisition is completed. It is scheduled to close in the third quarter.

“We will get this deal closed and then get the integration between the organizations well under way before we could look at another acquisition,” Cashen said. The company hopes its next deal will occur within the next year the in Baltimore-Washington corridor, he said.

Bay Bank, which has $130 million of assets, would be the surviving bank while Carrollton, which has $365 million of assets, would be the holding company. The combined company would have a dozen branches around Baltimore and Washington with roughly $383 million of gross loans and $413 million of deposits.

The deal is structured as a tax-free reorganization. Carrollton shareholders would receive $15.4 million, with another $9.1 million going to repay funds from the Troubled Asset Relief Program, Carrollton said.

Financial Services Partners would inject another $11 million investment into Jefferson as part of the deal.

Jefferson shareholders would receive newly issued shares of Carrollton common stock. They would hold 85.92% of Carrollton’s shares, presuming Carrollton shareholders decide to receive $6.20 per share in cash for as much as half of their current outstanding shares. The fixed exchange ratio would be 2.2217 Carrollton shares for each Jefferson share.

Carrolton’s shares were trading at $5.29 Monday morning, up more than 30% from Thursday’s closing.  

Carrollton Bank’s president and chief executive, Robert Altieri, would join the management team of Bay Bank as executive vice president, managing several of the bank’s core businesses. Six of Jefferson’s existing directors and three of Carrollton’s would sit on the board of the combined company.

Monocacy Financial Advisors acted as financial advisor to Carrollton, and K&L Gates was the legal counsel. Arnold & Porter was legal counsel to Jefferson.

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