Centerbridge, Computer Services, Inc. and Bridgeport | August 23, 2022
Computer Services, Inc., a leading provider of end-to-end fintech and regtech solutions, announced today it has entered into a definitive agreement to be acquired by Centerbridge Partners, L.P. (Centerbridge), a global, multi-strategy private investment firm with deep experience investing in financial services and technology, and Bridgeport Partners (Bridgeport), a private investment firm with a long-term, value-oriented approach, in an all-cash transaction valued at approximately $1.6 billion, or $58.00 per share. The transaction follows a robust strategic review process and was unanimously approved by CSI’s board of directors.
Under the terms of the agreement, CSI shareholders will receive $58.00 per share in cash upon the closing of the transaction, which is expected to occur in the fourth quarter of calendar year 2022, subject to customary closing conditions, including CSI shareholder approval and regulatory review. The per-share purchase price represents a 53% premium to CSI’s closing stock price on Aug. 19, 2022, the last full trading day before the agreement was announced, and a premium of 54.4% over CSI’s 30-day volume-weighted average share price.
“After a thorough strategic review, the CSI board of directors is very pleased to announce this transaction and believes it is in the best interests of our shareholders, Upon completion of the transaction, CSI intends to continue operating under the leadership of CEO David Culbertson and the CSI leadership team, with its headquarters expected to remain in Paducah, Kentucky.”
-Steve Powless, CSI’s Chairman of the Board
Further, in connection with the transaction, all members of the CSI board of directors and Founder and Chairman Emeritus John A. Williams have entered into a voting and support agreement to vote in favor of the transaction. Mr. Williams commented, “Having formed CSI nearly six decades ago, I am pleased to support this transaction as it will provide shareholders with immediate cash at a compelling value premium. In addition, I believe that our customers, employees and communities can rest assured that—based on their history—current management, Centerbridge and Bridgeport will continue CSI’s legacy.”
CSI’s long history of delivering end-to-end, market-leading solutions includes serving nearly 2,600 customers in the U.S. and in 30 other countries while pioneering innovative technology advancements.
For more than 57 years, CSI has been known as a leader in innovation and customer service. Centerbridge and Bridgeport have deep experience in technology and financial services as owners and operators. Working together after the closing, CSI intends to execute our strategic plans to expand and diversify our product offerings, transform our technology to leverage the scale and resiliency of the public cloud, and deploy optimized fintech and regtech solutions through our open banking and banking-as-a-service initiatives,” said David Culbertson, CSI’s President and CEO.
In working with Centerbridge and Bridgeport, CSI plans to carry on its tradition of excellence and continue to invest in its product roadmap to bring more solutions to market faster.
Supporting high-quality companies is central to our strategy at Centerbridge, and we have a deep track record of doing so in both financial services and technology. We are excited to work with CSI, as we share a like-minded commitment to innovation for customers and satisfaction for employees, CSI has a long, distinguished history in Paducah, Kentucky, as well as other local communities across the nation. We plan to continue our commitment and investment in these communities to further foster the CSI legacy,said Jared Hendricks, Senior Managing Director at Centerbridge and Ben Jaffe, Managing Director at Centerbridge.
Centerbridge and Bridgeport bring years of experience driving growth and value for businesses across a variety of industries.
I am pleased to have this opportunity to partner with Centerbridge on the acquisition of CSI, a company that I have followed closely for decades and have respected as a real leader in financial services and technology, CSI has always been known for its commitment to its customers, employees, partners and the communities it serves—a reputation that Centerbridge and Bridgeport are committed to maintaining while we work together with David and his team to implement the company’s growth initiatives,said Frank Martire, Bridgeport’s Founder.
Closing of the transaction is subject to customary conditions, including approval by CSI’s shareholders and the receipt of regulatory approvals. Upon completion of the transaction, CSI will become a privately held company, and its common stock will no longer be listed on any public market.
Raymond James & Associates, Inc. and Moelis & Company LLC are acting as co-financial advisors to CSI, and Nelson Mullins Riley & Scarborough LLP is acting as its legal counsel. Goldman Sachs & Co. LLC and Jefferies LLC are acting as financial advisors to Centerbridge and Bridgeport. Kirkland & Ellis LLP is serving as legal counsel to Centerbridge. Aviditi Financial, LLC is serving as a capital markets advisor to Bridgeport. Weil, Gotshal and Manges LLP is serving as legal counsel to Bridgeport.
About the Proposed Transaction
A copy of the merger agreement and a presentation related to the proposed transaction will be posted on the Investor Relations section of CSI’s website at https://www.csiweb.com/who-we-are/investor-relations. The description of the merger agreement in this press release does not purport to be complete and is qualified in its entirety by reference to the full text of the merger agreement.
Computer Services, Inc. (CSI) delivers core processing, digital banking, managed cybersecurity, cybersecurity compliance, payments processing, print and electronic document distribution, and regulatory compliance solutions to financial institutions and corporate customers, both foreign and domestic. Management believes exceptional service, dynamic solutions and superior results are the foundation of CSI’s reputation and have resulted in the company’s inclusion in such top industry-wide rankings as IDC Financial Insights FinTech 100, Talkin’ Cloud 100 and MSPmentor Top 501 Global Managed Service Providers lists. CSI has also been recognized by Aite-Novarica Group, a leading industry research firm, as providing the “best user experience” in its AIM Evaluation: The Leading Providers of U.S. Core Banking Systems.
Centerbridge Partners, L.P. is a private investment management firm employing a flexible approach across investment disciplines—private equity, private credit and real estate—in an effort to develop the most attractive opportunities for our investors. The firm was founded in 2005 and, as of June 30, 2022, has approximately $34 billion in capital under management with offices in New York and London. Centerbridge is dedicated to partnering with world-class management teams across targeted industry sectors and geographies.
Bridgeport Partners is a private investment firm with a long-term, value-oriented approach to investing. Bridgeport invests proprietary capital and partners with strategic sources of capital with a long-term orientation to support management teams and companies through industry and economic cycles. The firm, founded by Frank Martire, is led by seasoned operators and investors with decades of experience successfully building and leading companies in the public and private markets.
TD Bank and DailyPay | September 14, 2022
TD Bank, America's Most Convenient Bank®, announced today the launch of a collaboration with DailyPay, a leading fintech with an innovative on-demand pay solution. This capability enables clients to give employees real-time access to earned pay prior to a scheduled payday.
"Many employees wait two weeks, or even a month, for payday to come around, With current pressure from inflation and other issues, this lack of access to earned wages can put workers in a bind. Unforeseen expenses, upcoming bills and day-to-day needs do not wait for payday – and now our clients' employees don't have to."
-Paul Margarites, Head of Commercial Digital Platforms for TD Bank
Powered by DailyPay, the solution will empower TD clients to offer employees access to their earned pay ― whereby their funds can be deposited in their direct-deposit account and available almost as soon as they clock out of a shift.
Behind the scenes, the solution connects with clients' existing payroll systems to convert their employees' time worked into net earnings. Their DailyPay Balance is available to employees anytime, anywhere through their bank account or any card they choose. They can even control the frequency of the solution and portion of their pay received.
We are proud to offer this service to our customers to help them deliver a highly desirable benefit to their employees, This service is especially helpful to independent contractors looking for more immediate access to their pay,said Chris Giamo, Head of Commercial Banking at TD Bank.
About TD Bank, America's Most Convenient Bank®
TD Bank, America's Most Convenient Bank, is one of the 10 largest banks in the U.S., providing over 9.8 million customers with a full range of retail, small business and commercial banking products and services at more than 1,100 convenient locations throughout the Northeast, Mid-Atlantic, Metro D.C., the Carolinas and Florida. In addition, TD Auto Finance, a division of TD Bank, N.A., offers vehicle financing and dealer commercial services. TD Bank and its subsidiaries also offer customized private banking and wealth management services through TD Wealth®. TD Bank is headquartered in Cherry Hill, N.J. To learn more, visit www.td.com/us. Find TD Bank on Facebook at www.facebook.com/TDBank and on Twitter at www.twitter.com/TDBank_US and www.twitter.com/TDNews_US.
TD Bank, America's Most Convenient Bank, is a member of TD Bank Group and a subsidiary of The Toronto-Dominion Bank of Toronto, Canada, a top 10 financial services company in North America. The Toronto-Dominion Bank trades on the New York and Toronto stock exchanges under the ticker symbol "TD".
DailyPay, powered by its industry-leading technology platform, is on a mission to build a new financial system for everyone. DailyPay delivers the industry's leading on-demand pay solution with modern, insight-driven pay strategies that help America's leading employers to activate their workforce and build stronger relationships with their employees so they feel more engaged, work harder, and stay longer. Through its massive data network, proprietary funding model and connections into over 6,000 endpoints in the banking system, DailyPay works to ensure that money is always in the right place at the right time for employers. DailyPay is headquartered in New York City, with operations based in Minneapolis.
Trilogy Financial Services | August 29, 2022
Trilogy Financial Services (Trilogy), a national financial advisory firm with more than $3 billion in brokerage and advisory assets, today announces it has acquired two independent financial advisory practices. Trilogy is partnering with these firms to continue its dedication to helping everyday Americans get access to financial advice and ensure their clients have a trusted advisor for life.
"We are excited to welcome both E. F. Heagen & Associates and Mandichak Investment Retirement & Estate Planning to the Trilogy family, This partnership makes sense because they are both like-minded firms with the same mission to support as many families as we can."
-Jeff Motske, CEO and co-founder of Trilogy Financial Services
Ed Heagen started E. F. Heagen & Associates in 1984 and has built a multi-generational financial services practice rooted in humility and dedication to its clients. The entire E. F. Heagen & Associates team will fold into Trilogy and have new access to Trilogy's resources, new technologies, MACK Service Center and advisory teams to support clients.
Similarly, Joseph Mandichak has been a financial planner for more than 20 years and became a Certified Financial Planner™ in 2003. Since then, he's been dedicated to helping his clients navigate investment planning, generational wealth planning, retirement planning and more. In his new partnership with Trilogy, his clients can benefit from increased support and resources, and a multi-generational team to support his clients' families for generations.
Both of these firms have been committed to doing what's best for their clients for many years, By merging with us, we can offer their clients the same level of service and advice they're used to, without out the fear of transition or disruption when their advisor retires,said Motske.
The addition of these two firms increases Trilogy's brokerage and advisory assets by more than $160 million and brings more than 500 new clients. This is part of Trilogy's current efforts to partner with independent, mature financial advisory firms with $25 million to $200 million assets under management and who want to do what's best for their generational clients. Through these partnerships, Trilogy continues to work towards its goal of helping as many Americans as possible and to provide excellent planning to support their financial goals.
We're committed to providing opportunities for people to live their best lives, The addition of these two firms and their clients is exciting because we can see our impact and the team's good work grow in our communities,said Motske.
About Trilogy Financial Services
Trilogy Financial was founded in 1999 by Jeff Motske and Kevin Mackintosh with the goal of not only helping financial advisors be better advisors for their clients, but to help everyday Americans gain financial independence. Trilogy has built multi-generational advisor teams to better support clients and provide them a trusted team for generations. The company also recently launched the MACK Service Center, in honor of the late co-founder Kevin Mackintosh, to provide a unique approach to customer service and advisory services for clients. Trilogy has more than $3 billion in brokerage and advisory assets and has financial advisors active nationwide.