Team Capital in Pa. Sought Buyers After Receiving Unsolicited Bid

An unsolicited offer from an unnamed institution prompted Team Capital Bank in Bethlehem, Pa., to explore selling itself.

Team Capital eventually decided to sell to the $7.5 billion-asset Provident Financial (PFS) after the Jersey City, N.J., company placed the highest bid among four competing institutions, the companies disclosed in proxy materials filed Tuesday.

The $949 million-asset Team Capital had not yet decided to seek bids in August, when the unnamed suitor offered $13.50 a share. That offer convinced the board to consider selling, while also vetting Keefe, Bruyette & Woods and Griffin Financial to serve as financial advisor for any potential sale. The board rejected the unsolicited offer, determining that it "substantially undervalued" the bank.

Team Capital hired KBW in mid-October. A month later, four institutions submitted nonbinding indications of interest, though one was quickly ruled out because of a "substantially lower" bid. The other suitors, including Provident, submitted bids ranging from $14.50 to $15.92 a share.

During a second round of bidding in early December, the three banks' offers ranged from $14 to $16.19 a share. One bidder wanted an all-stock transaction; the others were willing to combine cash and stock. A third round of negotiations led Provident to raise its bid to $16.25 a share; the unnamed suitors refused to increase their offers.

Provident announced on Dec. 20 that it would buy Team Capital for $122 million, with three-fourths of the consideration involving stock.