Return to Mergers & Acquisitions

Deal Overview

Buyer:
Sandy Spring Bancorp, Inc.
Actual Acquirer:
Sandy Spring Bank
Target:
WashingtonFirst Bankshares, Inc.
Deal Type:
Bank & Thrift Company
Agreement Date:
5/15/2017
Announcement Date:
5/16/2017
Announced Deal Value ($ M):
499.76
Status:
Completed
Completion Date:
1/1/2018
Announced Deal Value Per Share ($ )
37.22

Consideration Breakout
Common Stock ($M) 444.8
Common Stock Issued 11,446,440

Deal Pricing Ratios

Announcement Completion
Price / Book (%) 244.2 213.2
Price / Tangible Book (%) 261.3 227.2
Price / Earnings (x) 26.4 22.5
Price / Deposits (%) 29.76 26.93
Price / Assets (%) 24.27 22.18
Tangible Book Premium/ Deposits (%) 25.41 21.02
Deal Terms
Description of Consideration

Sandy Spring Bancorp Inc. exchanged 0.8713 shares of its common stock to acquire each outstanding shares of WashingtonFirst Bankshares Inc. Exchange ratio was subject to adjustment based on Sandy Spring Bancorp Inc.’s closing price within a $34.00-$53.23 cap/floor. Sandy Spring Bancorp Inc. also retained WashingtonFirst Bankshares Inc.’s subordinated debt and trust preferred securities.

Accounting Method Acquisition
In-State Transaction? No
Merger of Equals? No
Geographic Expansion? Partial Overlap
Goodwill Generated ($ 000) 257,139
Estimated Cost Savings (%) 39.00
Estimated Cost Savings ($ 000) 22,106
Est. Restructuring Charges ($ 000) 25,800
Maximum Termination Fee ($ 000) 18,500.00
Minimum Termination Fee ($ 000) 0
Exchange Ratio (Common For Common) 0.87
Exchange Ratio (Common For Preferred) NA
Exchange Ratio (Preferred For Common) NA
Exchange Ratio (Preferred For Preferred) NA
Lockup Agreement No
Strike Price ($ ) NA
% of Shares Outstanding NA
Shares Under Option NA
Core Deposit Intangibles ($ 000) 11,370
Deal Advisers
Financial Advisers
Party Advised Adviser Hired? Firm Name
Buyer Yes Kafafian Group Inc.
Seller Yes Keefe Bruyette & Woods Inc.
Legal Counsel
Party Advised Adviser Hired? Firm Name
Buyer Yes Kilpatrick Townsend & Stockton
Seller Yes Troutman Sanders LLP