Republic Bank & Trust Company to Expand Through a Purchase and Assumption
Agreement with H&R Block Bank
LOUISVILLE, Ky. -- July 11, 2013
Republic Bank & Trust Company (“RB&T”), a wholly-owned subsidiary of Republic
Bancorp, Inc. (NASDAQ: RBCAA) (“Republic” or the “Company”), is pleased to
announce that it has entered into a Purchase and Assumption Agreement (the
“Agreement”) with H&R Block Bank (“HRBB”) to acquire certain assets and
substantially all of the deposits of HRBB (the “P&A Transaction”). RB&T will
not acquire HRBB’s sole banking center location in Kansas City, Missouri.
RB&T and H&R Block, Inc. and its affiliates are currently in separate contract
negotiations to enter into a Joint Marketing Master Services Agreement (“MSA”)
and a related Receivables Purchase Agreement (“RPA”). Pursuant to the MSA,
RB&T would offer H&R Block-branded financial services products to H&R Block’s
clients. Under the RPA, a portion of the loans originated by RB&T under the
MSA may be participated to an H&R Block affiliate, at the option of that
affiliate. There can be no assurance that the parties will successfully
negotiate and execute the MSA and the RPA, nor can there be any assurance with
respect to the final terms and conditions of these agreements.
“H&R Block is the world’s largest consumer tax services provider and we are
excited about the possibility of serving their clients on a long term basis,”
commented Steve Trager, Chairman & CEO of Republic.
As part of the P&A Transaction, RB&T will acquire HRBB non-cash assets
projected to be approximately $3 million at closing. In addition, RB&T will
assume approximately $470 million in projected customer deposits. The net
amount of projected non-cash deposits less projected assets, estimated at
approximately $467 million, will be paid in cash by HRBB to RB&T at closing.
All of the assets acquired and all of the liabilities assumed by RB&T as part
of the P&A Transaction will be done so at HRBB’s book value. The completion of
the P&A Transaction is subject to multiple regulatory approvals and the
completion of the MSA and RPA by September 30, 2013. The Agreement requires
that all regulatory approvals must be received by September 30, 2013 in order
for the P&A Transaction to occur in 2013. If any regulatory approvals are
obtained after September 30, 2013, the Agreement requires that the P&A
Transaction will occur between April 30, 2014 and June 18, 2014. RB&T’s goal
is to complete the P&A Transaction in 2013. RB&T’s ability to offer H&R
Block-branded financial services products to H&R Block’s clients under the new
MSA will be contingent upon the successful completion of the P&A Transaction.
On a go-forward basis, the Company estimates the combined financial impact of
the Agreement, the MSA and RPA, if all are consummated, to be accretive to the
Company’s diluted earnings per Class A and Class B share by approximately
$0.57 to $0.75 per year. The largest benefit of this impact is expected to
occur in the first quarter of each calendar year, coinciding with the tax
season. The actual results will vary depending upon a number of factors,
including the volumes of Republic’s H&R Block-branded financial services
J.P. Morgan Securities LLC acted as financial advisor to RB&T for the above
transactions, and Goodwin Procter LLP acted as RB&T’s legal counsel.
For additional information regarding the Agreement, the MSA and the RPA, see
the Company’s Form 8-K filed with the Securities and Exchange Commission
today, July 11, 2013.
This press release contains forward-looking statements within the meaning of
the Private Securities Litigation Reform Act of 1995. The forward-looking
statements in the preceding paragraphs are based on our current expectations
and assumptions regarding our business, the business of H&R Block, Inc. and
its affiliates, the economy and other future conditions. Because
forward-looking statements relate to the future, they are subject to inherent
uncertainties, risks and changes in circumstances that are difficult to
predict. Our actual results may differ materially from those contemplated by
the forward-looking statements. We caution you therefore against relying on
any of these forward-looking statements. They are neither statements of
historical fact nor guarantees or assurances of future performance. Important
factors that could cause actual results to differ materially from those in the
forward-looking statements include the ability for all parties to receive
regulatory approvals as provided for in the Agreement, the ability of the
parties to successfully negotiate the MSA and RPA as anticipated, the ability
of the parties to successfully consummate the P&A Transaction as contemplated
in the Agreement, consumer demand for H&R Block-branded financial services
products, consumer demand for H&R Block income tax return preparation
services, unanticipated losses for RB&T on H&R Block-branded financial
services credit products, the ability for RB&T to maintain deposit balances
assumed from HRBB and earn a positive net interest spread on those deposits,
incremental overhead costs to RB&T, and other factors set forth as “Risk
Factors” at Part II, Item 1A in the Company’s Form 10-K for the period ended
December 31, 2012.
Any forward-looking statement made by us in this press release speaks only as
of the date on which it is made. Factors or events that could cause our actual
results to differ may emerge from time to time, and it is not possible for us
to predict all of them. We undertake no obligation to publicly update any
forward-looking statement, whether as a result of new information, future
developments or otherwise, except as may be required by law.
Republic Bancorp, Inc. (NASDAQ: RBCAA), headquartered in Louisville, Kentucky,
is the holding company for Republic Bank & Trust Company (“RB&T”) and Republic
Bank (“RB”). Republic Bancorp, Inc. (Republic) has 44 banking centers and is
the parent company of Republic Bank & Trust Company and Republic Bank.
Republic Bank & Trust Company has 34 banking centers in 12 Kentucky
communities - Covington, Crestwood, Elizabethtown, Florence, Frankfort,
Georgetown, Independence, Lexington, Louisville, Owensboro, Shelbyville and
Shepherdsville, three banking centers in southern Indiana – Floyds Knobs,
Jeffersonville and New Albany, one banking center in Franklin (Nashville),
Tennessee, and one banking center in Bloomington (Minneapolis), Minnesota.
Republic Bank has banking centers in Hudson, Palm Harbor, Port Richey and
Temple Terrace, Florida as well as Blue Ash (Cincinnati), Ohio. Republic
offers internet banking at www.republicbank.com. Republic has $3.3 billion in
assets and is headquartered in Louisville, Kentucky. Republic's Class A Common
Stock is listed under the symbol “RBCAA” on the NASDAQ Global Select Market.
We were here for you yesterday. We are here for you today. We will be here for
you tomorrow. ®
Republic Bancorp, Inc.
Steve Trager, 502-561-7122
Chairman & Chief Executive Officer
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