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Sunshine Bancorp, Inc. Announces Acquisition of FBC Bancorp, Inc.

May 2, 2016


PLANT CITY & ORLANDO, Fla.--(BUSINESS WIRE)--Sunshine Bancorp, Inc. (NASDAQ: “SBCP”) (“Sunshine”), the parent holding company of Sunshine Bank, and FBC Bancorp, Inc. (“FBC”), the parent holding company of Florida Bank of Commerce, today jointly announced the signing of a definitive agreement pursuant to which Sunshine will acquire FBC in an all-stock merger transaction valued at approximately $40 million. The strategic partnership will create a franchise with approximately $800 million in assets and 18 banking facilities across central Florida, stretching from the East to West Coast.


The transaction, unanimously approved by the board of directors from both companies, expands Sunshine Bank into contiguous markets and along the growing I-4 corridor. The merger will create one of the largest community banks headquartered in central Florida. Additionally, the transaction will add approximately $302 million in assets, $223 million in loans and $265 million in deposits to Sunshine bank.


Andrew S. Samuel, President and Chief Executive Officer of Sunshine said, “We are delighted to add FBC to our growing family. We are excited to expand on our presence in the Orlando metro market with a strong partner who has a proven track record of high performance.”

Under the terms of the merger agreement, shareholders of FBC will receive 0.88 shares of Sunshine common stock for each share of FBC common stock. Current FBC President and CEO, Dana Kilborne, will join the Sunshine executive team. Additionally, five current boards member from FBC’s board will join the Sunshine board with an anticipated resulting board of 15 members.

“In Sunshine Bank, we are pleased to have found a community banking partner that shares a similar culture and banking philosophy with high client service standards and commitment to the community,” said Malcolm Kirschenbaum, Chairman of the Board of FBC.


President and CEO of Florida Bank of Commerce, Dana Kilborne, added, "This partnership will provide all clients a broader range of products and services, an expanded network of branch locations, and larger commercial banking capabilities, delivered in a high service, community bank model. In addition, our shareholders and option holders will have an approximate 35% ownership on a fully diluted basis in a dynamic Florida community banking franchise."


Sunshine management currently expects to realize anticipated cost savings of 30% through the reduction of administrative and operational redundancies. Additionally, Sunshine currently expects that the transaction will be immediately and significantly accretive to earnings per share.


Upon completion of the FBC merger, on a pro forma basis, Sunshine will continue to maintain capital ratios in excess of the “well capitalized” levels. It is anticipated that the transaction will close in the third or fourth quarter of 2016 pending regulatory approvals, approval from the shareholders of both companies and other customary closing conditions.


Keefe, Bruyette & Woods, Inc. acted as financial adviser to Sunshine, and Foley & Lardner LLP acted as its legal adviser. Raymond James & Associates acted as financial adviser to FBC and Smith Mackinnon, PA acted as its legal adviser.