Capital Bancorp Inc (CBNK): M&A transaction — Capital Bancorp completes acquisition of Integrated Financial Holdings; pro forma assets ~$3B

Capital Bancorp Inc

Merger consideration: 1.115 CBNK shares + $5.36 cash per IFHI share.
Pro forma assets ~$3B, ~70% net income from commercial banking, ~38% loan portfolio C&I/owner-occupied CRE.
Windsor Advantage services ~$2.5B in SBA/USDA loans; Mike Breckheimer remains as head.
Marc McConnell appointed to board; Riddick Skinner and Melissa Marsal join as heads of govt lending and ops.
~20% of pro forma revenue from fees; transaction expected to create nationwide govt guaranteed lending leader.

item 2.01 item 5.02 item 8.01 item 9.01

Executive movements

Machine-extracted from this filing. Every card cites the SEC source. See all recent executive movements.

Appointed

Michael Breckheimer

Senior Vice President, Head of Windsor Advantage, LLC

CBNK · Capital Bancorp Inc

Effective: 2024-10-01
Filed: October 1, 2024, 7:59 PM ET

At the Effective Time, Mr. Michael Breckheimer, age 37, was appointed to the position of Senior Vice President, Head of Windsor Advantage, LLC (“Windsor”), a wholly owned subsidiary of Capital Bank as of the Effective Time.

Appointed

Marc McConnell

Director

CBNK · Capital Bancorp Inc

Effective: 2024-10-01
Filed: October 1, 2024, 7:59 PM ET

At the Effective Time, pursuant to the terms of the Merger Agreement, the size of the board of directors (the “Board”) of Capital was increased to twelve (12) directors and Mr. Marc McConnell was appointed to the Board.

Key facts

Extracted from this filing and checked against the source text.

Executive change SEC 8-K Item 5.02 confidence 0.95

Michael Breckheimer was appointed as Senior Vice President, Head of Windsor Advantage, LLC at Capital Bancorp Inc.

Action: appointed
Role: Senior Vice President, Head of Windsor Advantage, LLC

Exact text from the filing

At the Effective Time, Mr. Michael Breckheimer, age 37, was appointed to the position of Senior Vice President, Head of Windsor Advantage, LLC (“Windsor”), a wholly owned subsidiary of Capital Bank as of the Effective Time.

View on SEC.gov

Executive change SEC 8-K Item 5.02 confidence 0.95

Marc McConnell was appointed as Director at Capital Bancorp Inc.

Action: appointed
Role: Director

Exact text from the filing

At the Effective Time, pursuant to the terms of the Merger Agreement, the size of the board of directors (the “Board”) of Capital was increased to twelve (12) directors and Mr. Marc McConnell was appointed to the Board.

View on SEC.gov

M&A Transactions SEC 8-K Item 2.01/5.01 confidence 0.9

Capital Bancorp Inc completed an acquisition involving Integrated Financial Holdings, Inc. for 1.115 shares of common stock of Capital and $5.36 in cash per share (closed 2024-10-01).

Action: acquisition
Counterparty: Integrated Financial Holdings, Inc.
Consideration: 1.115 shares of common stock of Capital and $5.36 in cash per share
Closing: 2024-10-01

Exact text from the filing

Pursuant to the terms of the Merger Agreement, each share of IFHI’s common stock, par value $1.00 per share (“IFHI Common Stock”) was converted into the right to receive (a) 1.115 shares of common stock of Capital, par value $0.01 per share (“Capital Common Stock”); and (b) $5.36 in cash per share of IFHI Common Stock held immediately prior to the

View on SEC.gov

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Capital Bancorp Inc filing history →

Source: SEC EDGAR

accession 0001140361-24-042414

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