Opus Bank Announces Agreement to Acquire Commerce Escrow Company and RPM Investments, Inc.

IRVINE, Calif.--()--Opus Bank (“Opus”) (Nasdaq: OPB) announced today that it has entered into a definitive agreement to acquire both Commerce Escrow Company (“CEC” or “Commerce”), the premier independent Los Angeles-based escrow company focused on commercial business and commercial real estate transactions, and RPM Investments Inc. (“RPM”), a leading independent accommodator for tax-deferred commercial exchanges under Section 1031 of the Internal Revenue Code (“Section 1031”). Under the terms of the agreement, shareholders of CEC and RPM will receive aggregate consideration of $25 million, with 55% payable in Opus Bank common stock, which shall be valued based on the average of the closing prices of Opus common stock over the 10 business days ending the day prior to the closing date, and 45% payable in cash. The transaction is expected to close in the latter part of the first quarter of 2015, after which CEC and RPM will operate as separate divisions within Opus. Mark Minsky, President of CEC and RPM, will assume the role of Senior Managing Director, Robert Minsky will serve as Managing Director and Danielle Graf Kitzes as Director of the CEC and RPM divisions.

Stephen H. Gordon, Chairman, Chief Executive Officer and President of Opus, stated, “I am excited to announce that Commerce Escrow and RPM will be joining Opus. We see tremendous benefit and opportunity between our companies, clients and employees and I’m pleased we are completing this highly synergistic transaction that Mark Minsky first explored with me at Commercial Capital Bancorp in 2005.” Gordon added, “Management of Opus has a strong understanding of the escrow and exchange businesses through our Fiduciary Banking, Income Property Banking and Commercial Banking divisions, as well as through prior company experience.” Gordon concluded, “We look forward to the teams at CEC, RPM and throughout Opus continuing to expand revenues, balances and transaction volumes as we leverage our business activities in our major metro markets up and down the West Coast.”

Founded in 1980, CEC offers escrow services on business transactions, commercial and residential property sales, tract sales, stock transfers, industrial facilities and developer site acquisitions. RPM was formed in 1996 as an affiliated company that operates as a “qualified intermediary” to facilitate tax-deferred exchanges pursuant to Section 1031. CEC and RPM are currently engaged on and facilitating escrow and exchange transactions that involve deposit balances in excess of $700 million. As divisions of Opus, CEC and RPM will serve to enhance the Fiduciary Banking services provided to Opus’ existing and prospective clients, while contributing strong fee income. Opus’ Fiduciary Banking division will administer the escrow and exchange accounts of CEC and RPM, which will reduce Opus’ overall loan to deposit ratio and lower Opus’ total cost of deposits over time.

Mark Minsky, President of Commerce and RPM, commented, “I am thrilled to be bringing together Commerce and RPM with Opus Bank, as Stephen and I have recognized the potential for nearly a decade. We look forward to our respective relationship-based clients benefiting from our long heritage of providing highly-valued solutions and high quality services, including capturing the escrows associated with Opus’ large loan origination volumes, as well as the large volume of 1031 exchanges engaged in by Opus’ clients.” Minsky concluded, “There is tremendous opportunity for Commerce and RPM in joining what we see as the most dynamic and fastest growing bank in the Western U.S.”

As divisions of Opus, CEC and RPM will immediately begin expanding beyond their downtown Los Angeles location into Orange County from Opus’ Irvine headquarters location and into the Puget Sound region of Washington from Opus’ Bellevue banking office.

Opus Bank was represented by Holland & Knight and CEC and RPM were represented by Davis & Davis Law Group in this transaction.

Opus has additionally filed a presentation highlighting this transaction in a Form 8-K.

Opus will release its fourth quarter 2014 and full-year financial results on Monday, January 26, 2015, before the U.S. stock market opens. Opus will host a conference call for investors and analysts at 8:00 a.m. Pacific Time (PT) on the same day to discuss results, as well as this transaction.

About Opus Bank

Opus Bank is an FDIC insured California-chartered commercial bank with over $4.7 billion of total assets, $3.7 billion of total loans, and $3.5 billion in total deposits as of September 30, 2014. Opus Bank provides high-value, relationship-based banking products, services, and solutions to its clients through its Retail Bank, Commercial Bank, Merchant Bank, and Correspondent Bank. Opus Bank offers a suite of treasury and cash management and depository solutions and a wide range of loan products, including commercial business, healthcare, technology, multifamily residential, commercial real estate, and structured finance, and is an SBA preferred lender. Opus Bank is an Equal Housing Lender. Opus Bank operates 58 banking offices, including two in the Phoenix metropolitan area of Arizona, 32 in California and 24 in the Seattle/Puget Sound region in Washington. For additional information about Opus Bank, please visit our website: www.opusbank.com. To learn more about how Opus Bank is backing businesses, please visit: www.opusbank.com/spotlight.

Forward-Looking Statements

This press release contains “forward-looking statements.” These forward-looking statements include information, which is subject to change and subject to risks, uncertainties and assumptions. The forward-looking information presented in this press release is not a guarantee of future events, and actual events may differ materially from those made in or suggested by the forward-looking information contained in this press release. Forward-looking statements generally can be identified by the use of forward-looking terminology such as “intend” or “expect” or variations thereon or similar terminology. All such statements speak only as of the date made, and Opus Bank undertakes no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise.

Contacts

Opus Bank
Nicole M. Carrillo, 949-251-8133
EVP, Chief Financial Officer
or
Brett G. Villaume, 949-224-8866
SVP, Director of Investor Relations

Contacts

Opus Bank
Nicole M. Carrillo, 949-251-8133
EVP, Chief Financial Officer
or
Brett G. Villaume, 949-224-8866
SVP, Director of Investor Relations