Investment Banking - UpState New York Bancorp, Inc.
Transactions | Banking
Client: UpState New York Bancorp, Inc.
Transaction Type: Mergers & Acquisitions
Role: Sell-Side Advisor
UpState New York Bancorp, Inc. Gets Acquired By Norwood Financial Corp.
- UpState New York Bancorp, Inc. (“UpState”) is the holding company for USNY Bank, a New York chartered bank that conducts its business from two Bank of the Finger Lakes offices in Geneva and Penn Yan, New York, and two Bank of Cooperstown offices in Cooperstown and Oneonta, New York. As of September 30, 2019, UpState had total assets of $435.9 million, $379.2 million in loans, and $387.1 million in deposits.
- Norwood Financial Corp. (“Norwood”), headquartered in Honesdale, PA, is the holding company for Wayne Bank, which operates 15 offices located in Northeastern PA and 12 offices in Delaware and Sullivan Counties in New York. As of September 30, 2019, Norwood had total assets of $1.2 billion, $905.6 million in loans, and $974.4 million in deposits. Norwood’s stock is traded on the Nasdaq Global Market under the symbol “NWFL”.
- Pursuant to the terms of the merger agreement, shareholders of UpState will have the opportunity to elect to receive for each share of UpState common stock they own either 0.9390 shares of Norwood common stock or $33.33 in cash, or a combination of both.
- In addition to the purchase price per share, UpState may also be permitted, under certain performance conditions, to distribute at the closing of the merger a special cash dividend of up to an additional $0.67 per share to UpState’s shareholders.
- Based on Norwood’s January 8, 2020 closing price of $38.93 per share, the transaction is valued at approximately $80.0 million. The transaction value represents 176.8% of UpState’s tangible book value as of September 30, 2019.
- The transaction closed July 7, 2020.
- Boenning served as financial advisor and rendered a fairness opinion to UpState New York Bancorp, Inc.