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.
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.