Deal values, assets, and deposits are as of the Announcement Date. Deals announced from 1996 to present.

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Deal Overview

Buyer:
Community Bank System, Inc.
Actual Acquirer:
Community Bank System, Inc.
Target:
Steuben Trust Corporation
Deal Type:
Bank & Thrift Company
Agreement Date:
10/18/2019
Announcement Date:
10/21/2019
Announced Deal Value ($ M):
108.78
Status:
Pending
Completion Date:
NA
Announced Deal Value Per Share ($ )
64.03

Consideration Breakout
Cash ($M) 21.3
Common Stock ($M) 87.0
Common Stock Issued 1,374,283

Deal Pricing Ratios

Announcement Completion
Price / Book (%) 170.6 NA
Price / Tangible Book (%) 170.8 NA
Price / Earnings (x) 15.4 NA
Price / Deposits (%) 22.46 NA
Price / Assets (%) 18.87 NA
Tangible Book Premium/ Deposits (%) 11.55 NA
Deal Terms
Description of Consideration

Community Bank System Inc. will pay $12.60 per share in cash and exchange 0.8054 shares of its common stock to acquire each of the outstanding shares of Steuben Trust Corporation. Community Bank System Inc. will also assume Steuben Trust Corporation’s Junior Subordinated Debt Securities.

Accounting Method Acquisition
In-State Transaction? Yes
Merger of Equals? No
Geographic Expansion? Partial Overlap
Goodwill Generated ($ 000) NA
Estimated Cost Savings (%) 30.00
Estimated Cost Savings ($ 000) 4,453
Est. Restructuring Charges ($ 000) 7,500
Maximum Termination Fee ($ 000) 4,270
Minimum Termination Fee ($ 000) 0
Exchange Ratio (Common For Common) 0.805400
Exchange Ratio (Common For Preferred) NA
Exchange Ratio (Preferred For Common) NA
Exchange Ratio (Preferred For Preferred) NA
Lockup Agreement No
Strike Price ($ ) NA
% of Shares Outstanding NA
Shares Under Option NA
Core Deposit Intangibles ($ 000) 5,200
Deal Advisers
Financial Advisers
Party Advised Adviser Hired? Firm Name
Buyer Yes D.A. Davidson & Co.
Seller Yes PNC FIG Advisory Inc.
Legal Counsel
Party Advised Adviser Hired? Firm Name
Buyer Yes Cadwalader Wickersham & Taft
Seller Yes Pillar Aught LLC
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