Strategic Insights into Banking & Fintech

John Marshall to buy Eagle Financial in Virginia bank combination

John Marshall Bancorp in Reston, Va., has agreed to buy Eagle Financial Services in Berryville, Va.

The $2.4 billion-asset John Marshall said in a press release that it will pay $253 million in stock for the $1.8 billion-asset parent of the Bank of Clarke. The deal, which is expected to close in the first quarter, priced Eagle at 130% of its tangible book value.

“Bank of Clarke has spent nearly a century and a half earning the trust of the Shenandoah Valley,” Chris Bergstrom, John Marshall’s president and CEO, said in the release. “Together we will have the scale to do more for our clients, more for our employees and more for the communities we serve, without giving up the local decision-making that has defined both of our banks.”

After the deal closes, John Marshall expects to increase its quarterly cash dividend to 15.5 cents a share, which would result in a quarterly dividend equal to Eagle’s current dividend of 31 cents a share.

The holding company will remain in Reston, while the bank will be based in Berryville. Each bank will retain its brand. The company’s board will be equally divided between Eagle and John Marshall.

 

Brandon Lorey, Eagle’s president and CEO, will become CEO and join the board. Kent Carstater, John Marshall’s chief financial officer, will become president.

The deal is expected to be 38% accretive to John Marshall’s 2027 earnings per share. It should take three years to earn back an expected 14% dilution to the company’s tangible book value.

John Marshall expects to cut 15% of the combined company’s annual operating expenses. It expects to incur $24 million of merger-related expenses.

Keefe, Bruyette & Woods and Skadden, Arps, Slate, Meagher & Flom advised John Marshall. Piper Sandler and Troutman Pepper Locke advised Eagle.

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