June 30, 2017
Dear Valued Cecil Bank Customer:
I am writing to share an update about Cecil Bank that I hope will be of interest to you.
I am pleased to report that we have successfully raised $30 million as part of our recapitalization process.
This process is a culmination of years of work to better position Cecil Bank for the future. In order for this transaction to be completed, we will file a bankruptcy petition for the parent holding company through the U.S. Bankruptcy Court for the District of Maryland. The terms of this proposed restructuring have been agreed upon in advance by the creditors of the parent holding company. The filing is for the parent company, Cecil Bancorp, Inc., not our subsidiary, Cecil Bank. This voluntary petition for relief is a tool that is commonly used when negotiating to recapitalize a bank like ours. I hope the enclosed Press Release will provide you additional information.
As a Cecil Bank customer, it is very important that you understand the transactions taking place will NOT impact Cecil Bank in any way. The bank is not filing for bankruptcy. Cecil Bank will continue to operate separately from the holding company and will continue to conduct business as usual throughout the reorganization process. Deposits will continue to be insured to the fullest extent possible by the Federal Deposit Insurance Corporation (FDIC). Customers can rest assured that the financial reengineering of the holding company will NOT affect bank operations. There will be no impact on depositors, borrowers or vendors of Cecil Bank.
This is an important step in the transformation and turnaround of the bank, and I am appreciative of the confidence you have continued to show us as a valued and important customer. We are excited about the future of Cecil Bank. By infusing Cecil Bank with $30 million of new capital, this transaction will position us for future growth by becoming, once again, a well-capitalized community bank serving the banking needs of Cecil and Harford Counties, and the surrounding areas.
I hope we can count on your continued support as we continue to strive each and every day to provide you with the hometown service and offerings of a strong community bank partner.
Thank you for your continued and valued business.
Terrie G. Spiro
President & CEO
Enclosure: Press Release
June 30, 2017
Cecil Bancorp, Inc. Announces $30 Million Capital Raise in Recapitalization of Cecil Bank; Cecil Bancorp Files Bankruptcy Petition to Carry Out the Restructuring and Enable Cecil Bank to Meet Regulatory Requirements and Build Balance Sheet
Elkton, Maryland—Cecil Bancorp, Inc. (“Bancorp”), a bank holding company located in Elkton, Maryland, announced today it has entered into stock purchase agreements with investors pursuant to which it expects to raise aggregate gross proceeds of $30 million through a private placement to recapitalize its subsidiary, Cecil Bank. Bancorp also announced it has submitted a voluntary bankruptcy petition under Chapter 11 in U.S. Bankruptcy Court. This plan, the terms of which have been agreed to by the company’s creditors, is aimed at reestablishing Cecil Bank as an on-going, well-capitalized community bank.
“We are very pleased to reach this stage in what has been a long journey aimed at keeping Cecil Bank in business and serving our customers in Cecil and Harford Counties, as well as the surrounding areas,” said Terrie Spiro, President and CEO of Cecil Bancorp and Cecil Bank. “We have dealt with a legacy of troubled assets and have worked hard with our creditors and investors to establish a path for recapitalizing the bank and allowing it to move forward as a healthy, profitable institution.”
The U.S. Bankruptcy Court in Baltimore will consider Bancorp’s petition this summer. One of the key steps will be a 55-day auction period in which additional bids for Bancorp’s assets will be considered. Any new bids must generate a higher return for creditors in order to be favorably considered. If there are no better bids, the $30 million investment is expected to close and the bankruptcy process would be finalized by the end of August or the beginning of September.
“The reorganization of Cecil Bancorp through this voluntary, process will allow Cecil Bank to be poised for new growth and service in Northeastern Maryland,” said Ms. Spiro. “Upon approval by the Court and regulatory authorities, the bank will further its mission as a strong and secure community bank. We will meet all federal and state regulatory requirements for being well capitalized.”
Customers of Cecil Bank will not see any changes during the bankruptcy process, as the filing only affects the holding company, Cecil Bancorp. Depositors will continue to be insured to the fullest extent provided by the FDIC. There will be no impact on depositors, borrowers, creditors or vendors of Cecil Bank.
“Cecil Bank has been a fixture in Elkton, Maryland since 1959 and we intend to remain in this community for a long time to come,” commented Ms. Spiro. “We are committed to our community, our customers and our employees who have stayed with us through some very challenging times. We thank them and look forward to serving them now and in the future.”
Hovde Group, LLC serves as the exclusive placement agent for the private placement and as financial advisor to Bancorp and Cecil Bank. Nelson Mullins Riley & Scarborough LLP serves as legal counsel to Bancorp and Cecil Bank.
About Cecil Bancorp, Inc.
Cecil Bancorp, Inc.’s stock is traded in the over the counter market under the symbol of CECB. Cecil Bank, the wholly owned subsidiary, has 9 offices in Cecil and Harford Counties, Maryland.
For additional information, please contact:
Media: Jon Teall at (212) 317-8296 or firstname.lastname@example.org
Certain investments discussed in this press release involve the sale of securities in private transactions that will not be registered under the Securities Act of 1933 and will be subject to the resale restrictions under that Act. Such securities may not be offered or sold absent registration or an applicable exemption from registration. This press release does not constitute an offer to sell or a solicitation of an offer to buy any securities, nor shall there be any sale of securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
Cautionary Statement Regarding Forward-Looking Statements
This press release contains, among other things, certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including, without limitation, (i) statements regarding certain of Bancorp’s goals and expectations with respect to the capital raise, and (ii) statements preceded by, followed by, or that include the words “may,” “could,” “should,” “would,” “believe,” “anticipate,” “estimate,” “expect,” “intend,” “plan,” “projects,” “outlook” or similar expressions. These statements are based upon the current belief and expectations of Bancorp’s management team and are subject to significant risks and uncertainties that are subject to change based on various factors (many of which are beyond Bancorp’s control). Although Bancorp believes that the assumptions underlying the forward-looking statements are reasonable, any of the assumptions could prove to be inaccurate. Therefore, Bancorp can give no assurance that the results contemplated in the forward-looking statements will be realized. The inclusion of this forward-looking information should not be construed as a representation by Bancorp or any person that the future events, plans, or expectations contemplated by Bancorp will be achieved. Bancorp does not undertake any obligation to update any forward-looking statement to reflect circumstances or events that occur after the date the forward-looking statements are made.
Cecil Whig Post: Updated: 8:21 pm, Sun Aug 23, 2015.
Cecil Bank’s president and CEO said Friday that she is confident that the last locally owned bank will weather the storm and recapitalize.
Does the PCA directive affect Cecil Bank’s day-to-day operations?
Cecil Bank is operating as usual for loan and deposit customers with its same operating hours at the same nine branch locations.
Have customers been concerned about FDIC insurance coverage?
Some questions have come up in branches since the news came out about the PCA directive, but in each case branch staff has reiterated that Cecil Bank continues to be insured by the FDIC. Nothing has changed in that regard. In those cases where a customer may be unsure of his or her coverage, the bank has worked with them to review accounts and utilize the FDIC’s Electronic Deposit Insurance Estimator to provide a clear understanding of coverage. Accounts are managed to maximize that coverage.
How does the Fed’s directive affect Cecil Bank’s rates?
The short answer is that is has little, if any, effect. There is no change in rates for deposits that do not have any maturities such as checking, savings and money market accounts, and possible change for new deposits that have a maturity date such as CD’s. Rates for new CD’s will be guided by the average prevailing market rate.
All Cecil Bank branches are open for business as usual and that includes opening new deposit accounts. In fact, in the last few days, Cecil Bank has had new accounts opened.
Answers via Terrie Spiro, Cecil Bank CEO and President.
Cecil Whig Posted: Friday, August 21, 2015 3:39 pm | Updated: 8:21 pm, Sun Aug 23, 2015.
By Jacob Owens email@example.com
ELKTON — When the U.S. Federal Reserve system’s “prompt corrective action” directive against Cecil Bank was released Aug. 7, CEO and President Terrie Spiro knew her bank’s plan to turn around the institution was going to garner new attention.
“Unfortunately, it’s hard for us to get the complete story out there with all of the regulations and laws that banks are required to follow,” she said. “Rest assured, we’re not twiddling our thumbs while Rome is burning. We are confident we’re going to get there.”
The Federal Reserve noted that as of April 30, Cecil Bank has been operating from an undercapitalized position and has not submitted an acceptable capital restoration plan. The directive gives the bank options for raising capital, such as increasing equity through the sale of stock or merging with another bank, among others.
Until it raises sufficient capital via these means, the bank is allowed to solicit and accept new deposit accounts, but must pay interest rates that don’t exceed prevailing market rates. It also must restrict payment of bonuses to senior executive officers.
While the former NBRS Financial Bank was issued the same type of directive seven months before its closure and sale to Howard Bank last year, Spiro said Cecil Bank customers shouldn’t feel they are in the same situation.
“I am not aware of the internal issues that ultimately led to NBRS’ failure,” she said. “However, I can speak with confidence about Cecil Bank’s situation and I can confirm that we have in place a very clear pathway and plan for raising additional capital, and we have an excellent team of professionals assisting us in this effort.”
Among the pieces of Cecil Bank’s plan to recapitalize is the issuance of up to 1 million shares of common stock, which was authorized by existing shareholders during the board’s annual meeting July 15. That stock will be shopped out to private investors, Spiro said.
“We can’t go through a public stock offering because of the time and number of existing shareholders involved in that,” she noted. “This type of recapitalization is more typically done through institutional and accredited investors, basically funds or private equity firms that are high-value investors. They get it and see the work that we’ve done.”
By buying stock in the bank, investors would be showing their confidence in the plan offered by Spiro and the board of directors.
While Cecil Bank has $323.2 million in total assets as of March 31 — representing a nearly 11 percent loss over the last year, according to Federal Deposit Insurance Corporation records — that too is part of the plan, Spiro said.
“Capital is king in a plan like this,” she said. “One of the ways you can deal with smaller capital count is to reduce the size of your total assets. You aim to reduce the overall size of your bank so your overall capital stays in touch with its size.”
Spiro noted that the 2011 sale of Cecil Bank’s Aberdeen branch to Howard Bank reduced assets and overhead by shedding at least $38 million in loans and $37.9 million in deposits.
The bank has also began to shed troubled loans from its portfolio, primarily real estate transactions, under Spiro’s leadership. A trouble loan is one in which the borrower can no longer afford to make payments and are typically at least 90 days in arrears. They are often secured using collateral that is worth less than the loan itself.
“One of the ways you deal with such troubled loans — and the marketplace has helped — is to sell notes to buyers,” she said. “And those buyers make a good living doing that.”
Spiro estimates that since she took the helm in November 2013, Cecil Bank has sold $50 million in notes or real estate-owned assets.
One of the other strategies employed by the bank has been to help borrowers divest themselves from Cecil Bank via refinancing. In refinancing Cecil Bank loans with another institution, it takes the borrower off of their books as bank leadership aims for target ratios, Spiro said.
“All of these strategies are considered to be smart moves in turning around a bank,” she said. “We’ve made tremendous progress in the last 18 months or so.”
Helping troubled banks is not only a career for Spiro, who came to Cecil Bank under the terms of a 2010 written agreement with the Federal Reserve, but a passion. She has more than 30 years experience in banking — previously serving as regional president for First Horizon National Corporation prior to its sale to M&T Bank — and has served as a bank CEO in the past. Spiro has primarily served as an interim CEO and “turnaround specialist” in the industry prior to joining Cecil Bank.
“I enjoy the challenge of righting the ship,” she said. “It’s like sitting down to a three-dimensional chess game, because you come in and have to deal with a variety of issues and you have to prioritize them.”
Spiro said she is a “huge believer in community banks,” because customers depend on them and they can often make a bigger impact locally than larger banks due to their knowledge of the marketplace.
“Community banks are sadly becoming endangered because of consolidation of our banks,” she said. “But we believe that diversity and options are important for consumers.”
CECIL BANCORP, INC TO DEREGISTER ITS COMMON STOCK
Elkton, Maryland/December 31, 2013 – Cecil Bancorp, Inc. (OTCBB: CECB), today announced that it plans to deregister its common stock and suspend its reporting obligations under Securities Exchange Act of 1934. This decision was made in accordance with the new deregistration thresholds for bank holding companies contained in the Jumpstart Our Business Startups Act of JOBS Act. Since the Company has fewer than 1,200 holders of record of its stock, it is able to deregister its common stock under the new rules.
The Company is taking this action in order to reduce the legal, accounting and administrative costs associated with being a reporting company. Terrie G. Spiro, President and Chief Executive Officer, said “The decision by the Board of Directors to deregister was made after careful consideration of the advantages and disadvantages of being a public reporting company and the high cost and demands on management’s time arising from compliance with our ongoing reporting requirements, including the costs associated with Sarbanes-Oxley and Dodd-Frank compliance and other reporting requirements.”
The Company’s deregistration will be effective 90 days after the date of filing the Form 15, expected in January 2014. Upon filing the Form 15, the Company’s obligation to file certain reports and forms, including Forms 10-K, Forms 10-Q and Forms 8-K, will be suspended.
The Company anticipates that its common stock will continue to be quoted on the OTC Bulletin Board after deregistration. No guarantee, however, can be made that a trading market in the Company’s common stock through any over-the- counter market will be maintained.
The Company intends to continue to provide shareholders with financial information on a quarterly basis and annual basis through its website: www.cecilbank.com. In addition, the Company will continue to provide financial reports to the Federal Deposit Insurance Corporation and the Federal Financial Institutions Examination Council, as required.
Forward Looking Statements
Statements contained in this news release which are not historical fact may be forward-looking statement as that term is defined in the Private Securities Litigation Reform Act of 1995. Such forward-looking statements are subject to risks and uncertainties which could cause actual results to differ from those currently anticipated due to a number of factors, including, but not limited to, the Company’s ability to realize anticipated cost savings from its deregistration; the ability to timely and effectively implement its deregistration plans; potential adverse effects on share price and liquidity following the Company’s delisting as well as more general business and financial risks, including the risk detailed from time to time in its filings under the Securities Exchange Act of 1934. The Company undertakes no obligation to update any forward-looking statements.
FOR IMMEDIATE RELEASE
November 6, 2013
Cecil Bank announces the retirement of Mary Halsey
Experienced Virginia Bank Executive Named President and CEO
Mary Halsey informed the Cecil Bank Board of Directors of her intention to retire from the bank, effective immediately. A 33 year employee of Cecil Bank, Ms. Halsey has served in a number of different capacities in her career including Chief Operating Officer, Chief Executive Officer, President and Vice Chairman of the Board. Under her leadership, Cecil Bank grew from three branches in one county to 13 in Cecil and Harford Counties. She will remain a consultant to the Bank.
“Mary Halsey has dedicated more than 30 years of her distinguished professional career to Cecil Bank,” stated Cecil Bank Chairman William Cole. “She remains a steadfast supporter of the Bank and a champion in the community. The Board is exceptionally grateful to Mary for her tireless dedication to the customers and employees of Cecil Bank. I look forward to continuing to work with her as she moves on to new challenges and pursuits”
Dedicated to public service, Ms. Halsey serves on a number of professional and nonprofits board and commissions. In March 2008, she was appointed by Maryland Governor Martin O’Malley as a member of the Maryland Transportation Authority Board to serve a three year term. She was subsequently reappointed in 2011 and is currently serving her second term. In addition, Halsey serves as a board member of Canton Development and Canton Railroad.
“I’ve been thinking about this announcement for more than a year now and it hasn’t been easy,” commented Ms. Halsey. “I’m excited about the new leadership team at Cecil Bank and that helped my decision tremendously. While I will continue to lend my assistance to Cecil Bank, I am looking forward to having more time for other projects and interests.”
In additional to her service to the Maryland Transportation Authority, Ms. Halsey is a member of the Board of the Boys and Girls Club of Cecil County. She has held board seats on the Southeastern Conference of Community Bankers, Inc., the Maryland Bankers Association, and is the former Chairman of the Consumer Education Council. She has also served as a Trustee of Mr. Aviat Academy, Secretary of the Northern Chesapeake Hospice Foundation, Vice President and Director of the North East Chamber of Commerce, as Director of the Union Hospital of Cecil County Health System, Inc., and Director of the YMCA of Cecil County, Maryland. Ms. Halsey is a member of Church of the Good Shepherd Parish.
With Halsey’s retirement, Cecil announced the appointment of Terrie G. Spiro as President and CEO of the Bank. Spiro is an experienced and proven leader in the financial services industry with over 25 years of industry experience in the mid-Atlantic region. She is a creative, decisive, and profit-driven CEO with public bank holding company experience. Her scope of experience includes founding CEO, bank director, board advisor, turnaround specialist, chief lender, and commercial lender.
She has wide ranging CEO and executive level experience in multi-regional, regional, and community bank environments. Additionally, she has a proven track record of creating shareholder value in both start-up and turnaround activities. Ms. Spiro also serves as a Director of The Jacksonville Bancorp, Inc., (NASDAQ, JAXB) and The Jacksonville Bank, both of which are headquartered in Jacksonville, Florida.
Ms. Spiro will report to the Boards of Cecil Bancorp, Inc. and Cecil Bank.
About Cecil Bank
Cecil Bank is a community bank providing friendly and personal service in Cecil and Harford counties. Cecil is an equal opportunity employer with 82 employees, 11 convenient offices and approximately $375 million in total assets. Cecil Bancorp, Inc., Cecil Bank’s parent is a publicly traded company with quotations available on OTC Bulletin Board under the symbol CECB. We are proud to be locally owned and managed. For more information, visit www.cecilbank.com.