BankAtlantic Bancorp Completes Sale of Ryan Beck to Stifel Financial Corp.FORT LAUDERDALE Fort Lauderdale (lô`dərdāl), residential, commercial, and resort city (1990 pop. 149,377), seat of Broward co., SE Fla., on the Atlantic coast; settled around a fort built (c.1837) in the Seminole War, inc. 1911. , Fla. -- BankAtlantic BankAtlantic, a subsidiary of BankAtlantic Bancorp, Inc. [NYSE: BBX] and based in Fort Lauderdale, Florida, is a company that provides consumer and commercial banking services in south Florida. Bancorp (NYSE NYSE See: New York Stock Exchange :BBX BBX Business Basic Extended BBX Business Barter Exchange BBX Blue Bell, Pennsylvania (Airport Code) BBX Blockbuster Express (UK video store) ), the parent company of Ryan Ryan may refer to: Places
In connection with the transaction, BankAtlantic Bancorp received initial consideration consisting of an aggregate of 2,377,354 shares of Stifel common stock and cash in the approximate amount of $2.5 million. Additionally, upon Stifel shareholder approval, BankAtlantic Bancorp is to receive five-year warrants to purchase approximately 480,500 shares of Stifel common stock at an exercise price of $36.00 per share. In the event shareholder approval to issue the warrants is not obtained by Stifel before June 30, 2007, BankAtlantic Bancorp will receive approximately $19.2 million in cash in lieu Cash In Lieu (CIL) In a typical exchange offer, "old" shares of the target company are exchanged for "new shares". of such warrants. Based on the closing price of the Stifel common stock on February 28, 2007, the total initial consideration received by BankAtlantic Bancorp was approximately $125 million. The financial accounting impact will be reflected in discontinued operations Discontinued operations Divisions of a business that have been sold or written off and that no longer are maintained by the business. disclosed in the Company's first quarter Form 10-Q Form 10-Q See 10-Q. filing. Employee stock option holders in Ryan Beck separately received approximately 3.8% of the initial transaction consideration. Additionally, the transaction calls for contingent earn-out Earn-out Refers to an additional payment in a merger or acquisition that is not part of the original acquisition cost, which is based on the acquired company's future earnings relative to a level determined by the merger agreement. payments to be received by BankAtlantic Bancorp and Ryan Beck option holders (who will, subject to certain agreed upon Adj. 1. agreed upon - constituted or contracted by stipulation or agreement; "stipulatory obligations" stipulatory noncontroversial, uncontroversial - not likely to arouse controversy setoffs, receive up to an aggregate of 3.8% of any such amounts) as follows: * A contingent payment based on defined revenues attributable to specified individuals in Ryan Beck's existing private client division over the two-year period following closing. Assuming such individuals achieve their 2006 revenues annually during the earn-out period, the private client earn-out would approximate $20 million. This earn-out varies depending on total revenue production of the specified individuals, and is capped at $40 million for the next two years. * A second contingent payment based on defined revenues attributable to specified individuals in Ryan Beck's existing investment banking division. The investment banking earn-out is equal to 25% of the amount of investment banking fees in excess of $25 million for each of the next two years. * Each of the contingent earn-out payments is payable, at Stifel's election, in cash or shares of Stifel common stock. BankAtlantic Bancorp Chairman and Chief Executive Officer Alan B. Levan levan Dentistry A fructose homopolymer linked by β-2,6 bonds, formed by the partial digestion of sucrose by Bacillus and Streptococcus spp, which is a component of dental plaque representing the first biochemical event in cariogenesis. commented, "This transaction gives us the opportunity to combine Ryan Beck with a larger, successful public company which has the scale to achieve greater operating efficiencies and strong leadership. It was the Stifel track record that convinced us that primarily stock-based consideration was preferable, providing BankAtlantic Bancorp with the opportunity to maximize the return on its investment in Ryan Beck." Mr. Levan added, "While we have no immediate plans to sell any of the Stifel stock that we will be receiving and there are limitations on our sale of the stock, we do anticipate gradually reducing our investment, consistent with market conditions and as the combined companies begin to realize the benefits of the consolidation. We anticipate that the resulting proceeds will be used to support future growth of the BankAtlantic franchise, and provide additional funding of our on-going stock repurchase Stock repurchase A firm's repurchase of outstanding shares of its common stock. program and investments." JPMorgan acted as financial advisor to BankAtlantic Bancorp, Inc. About BankAtlantic Bancorp: BankAtlantic Bancorp (NYSE:BBX) is a diversified financial The diversified financial services segment includes a range of consumer and commercially-oriented companies offering a wide variety of products and services, including various lending products (such as home equity loans and credit cards), insurance, and securities and investment services holding company and the parent company of BankAtlantic. BankAtlantic Bancorp provides a full line of products and services encompassing consumer and commercial banking. About BankAtlantic: BankAtlantic, "Florida's Most Convenient Bank" is one of the largest financial institutions headquartered in Florida and provides a comprehensive offering of banking services and products via its broad network of community stores and its online banking division - BankAtlantic.com. BankAtlantic has 93 stores and operates more than 200 conveniently located ATMs. BankAtlantic is open 7 days a week and offers holiday hours, extended weekday hours, including several stores open until midnight, Totally Free Online Banking & Bill Pay, 24/7 Customer Service Center, Totally Free Change Exchange coin counters and free retail and business checking with a free gift. For further information, please visit our websites: www.BankAtlanticBancorp.com www.BankAtlantic.com - To receive future BankAtlantic Bancorp news releases or announcements directly via Email, please click on the Email Broadcast Sign Up button on our website: www.BankAtlanticBancorp.com. BankAtlantic Bancorp Contact Info: Leo Hinkley, Senior Vice President, IRO Email: InvestorRelations@BankAtlanticBancorp.com Donna Rouzeau, Assistant Vice President, Investor Relations & Corporate Communications Email: CorpComm@BankAtlanticBancorp.com Phone: (954) 940-5300, Fax: (954) 940-5320 Mailing Address: BankAtlantic Bancorp, Investor Relations 2100 West Cypress Creek Road, Fort Lauderdale, FL 33309 Matters discussed in this press release contain forward-looking statements forward-looking statement A projected financial statement based on management expectations. A forward-looking statement involves risks with regard to the accuracy of assumptions underlying the projections. within the meaning of Section 27A of the Securities Act of 1933, as amended a·mend v. a·mend·ed, a·mend·ing, a·mends v.tr. 1. To change for the better; improve: amended the earlier proposal so as to make it more comprehensive. 2. (the "Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), that involve substantial risks and uncertainties. All statements in this press release not dealing with historical results are forward-looking and are based on various assumptions. The value of the Stifel shares and the warrant, if received, will vary over time. In addition to the risks and factors identified above, reference is also made to other risks and factors detailed in reports filed by the Company with the Securities and Exchange Commission. The Company cautions that the foregoing factors are not exclusive. |
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