Sterling Bancorp announces closing of sale of Sterling Bank and trust to EverBank Financial

Transaction terms and immediate effect

Sterling Bancorp (NASDAQ: SBT) closed the sale of Sterling Bank and Trust to EverBank Financial Corp for $261 million in cash, effective April 1, 2025. The all-cash transaction structure provides immediate liquidity to Sterling shareholders at a slight premium to the company's market capitalization of $254.7 million. Following the transaction, Sterling Bank will be merged into EverBank, National Association, with all of the branches except Michigan converting to EverBank branding. Sterling's Michigan office was closed as of March 31, 2025.

Operational continuity and board changes

The transaction ensures operational continuity for most Sterling customers with little disruption. The previous Sterling customers of the converting branches will receive additional information regarding the effects of the bank merger on their deposit and loan accounts. Effective upon the closing, Peggy Daitch, Tracey Dedrick, Benjamin Wineman, and Eboh Okorie have resigned from their roles as directors of Sterling Bancorp. This is a best practice in corporate wind-downs, as the role of the board shifts to the oversight of the wind-down process.

Future steps and shareholder communication

Sterling Bancorp will make its filing for dissolution with the Michigan Department of Licensing and Regulatory Affairs on April 1, 2025, and delist from the Nasdaq Capital Market. The company will request the suspension of trading of its common stock at the close of business on March 31, 2025. Thomas M. O'Brien, Chairman, President, and CEO said, "The closing of this transaction with EverBank brings to a close an nearly five-year tenure at Sterling. We will be contacting shareholders in the near future with respect to the dissolution, wind-down, and first liquidating distribution."

Analysis

The acquisition of Sterling Bank and Trust by EverBank Financial for $261 million represents the successful completion of Sterling Bancorp's nearly five-year turnaround. The all-cash deal provides shareholders with immediate liquidity without exposing them to the risks of stock-based transactions. The orderly transfer of most of the branches to EverBank, except the Michigan branch, implies little disruption to the customer base, which is significant regarding the maintenance of trust and continuity of service.

The dissolution filing and the resignation of four directors are the standard procedural steps in a corporate wind-down. The immediate closure of the Michigan branch and delisting on Nasdaq on a scheduled basis demonstrate a focused and efficient approach to the wind-down process. O'Brien's announcement refers to the company's gratitude to its board, employees, and shareholders for their support of the turnaround and the upcoming announcement about the liquidating distribution process.

For EverBank, the transaction expands their footprint and customer base, particularly in core markets like California and New York. The acquisition demonstrates the strategic value of buying a well-positioned bank with strong local presence that is able to enhance the market position and operating capabilities of EverBank.