Wachtell Lipton Rosen & Katz was legal counsel to CardWorks. LLC was financial adviser and Sullivan & Cromwell was legal counsel to Ally Financial in the deal. Additionally, Ally Financial intends to execute up to $1.0 billion of its previously announced $1.25 billion share repurchase program. ![]() It is expected to improve Ally Financial's core return on tangible common equity by about 100 to 150 basis points for 20 and provide up to 100 bps of adjusted EPS accretion over the same period, according to Ally Financial's news release.Īlly Financial's common equity Tier 1 capital ratio will remain largely unchanged pro forma for the acquisition, and the company expects to maintain a 9.0% CET1 target. The transaction is also expected to improve Ally Financial's long-term financial trajectory. Pro forma for the transaction, CardWorks would have increased Ally Financial's full-year 2019 results across many metrics, including 17% higher adjusted total net revenue and 18% higher core pretax income. The acquisition of CardWorks is expected to enhance Ally Financial's financial profile. Based in Woodbury, N.Y., CardWorks has facilities in Florida, Utah and Pennsylvania. CardWorks has $4.7 billion in assets and $2.9 billion in deposits, according to a news release from Ally Financial, citing CardWorks' consolidated statements of financial condition as of Dec. The deal is expected to close in the third quarter.Īlly Financial had $180.6 billion in assets as of Dec. He will join Ally Financial's board and executive management team following closing, according to a news release from CardWorks. CardWorks Servicing For Consumer Lenders Powering Consumer Lenders and Small Business Flexible, customizable, end-to-end services Deliver the product you want, the way you want. As a result, three years after the close of the transaction, Berman may sell or transfer any remaining Ally Financial common shares.īerman will continue to oversee the CardWorks business lines as part of Ally Financial. On each subsequent anniversary, Berman will be permitted to sell or transfer up to another one-third of his shares. Ally Financial common shares granted to Berman will be subject to a lock-up agreement restricting the sale or transfer of 100% of his shares until the one-year anniversary of the closing date, at which point he can sell or transfer up to one-third of his shares. The merger consideration remains subject to closing equity and other adjustments and fill-or-kill rights.ĬardWorks Chairman and CEO Don Berman, who owns 70% of the company, will receive a combination of cash and Ally Financial common stock as his consideration. The consideration for the deal will include about $1.35 billion of cash and $1.30 billion in Ally Financial common stock, or 39.5 million shares based on Ally Financial's closing share price on Feb. Under the terms of the deal, CardWorks unit Merrick Bank Corp. in a cash-and-stock deal valued at about $2.65 billion. agreed to acquire nonprime credit card and consumer finance lender CardWorks Inc.
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