National Bank Holdings Corp 8-K, filed Apr 19, 2023
National Bank Holdings Corp (NBHC)
About this 8-K
National Bank Holdings Corp filed this 8-K on April 19, 2023.
Items reported
- Item 7.01: Regulation FD disclosure
- Item 9.01: Financial statements and exhibits
UNITED STATES
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Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 7.01Regulation FD.
On April 19, 2023, National Bank Holdings Corporation (“NBHC”) issued a press release announcing NBH Bank’s acquisition of Stone Castle Digital Solutions, LLC (now Cambr Solutions, LLC). A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Representatives from NBHC intend to use the materials filed herewith in one or more meetings with investors and analysts from time to time. NBHC also intends to make the materials available on its website (http://www.nationalbankholdings.com). NBHC is furnishing this material as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01Financial Statements and Exhibits.
| (d) | Exhibits |
Exhibit No. | Description of Exhibit |
99.1 | |
99.2 | |
104 | Cover Page Interactive Data File - The cover page XBRL tags are embedded within the inline XBRL document. |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| National Bank Holdings Corporation |
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By: | /s/ Angela N. Petrucci |
| Name: Angela N. Petrucci |
| Title: Chief Administrative Officer & General Counsel |
Date: April 19, 2023 | |
Exhibit 99.1
National Bank Holdings Corporation Announces Acquisition of StoneCastle Digital Solutions, LLC
Company Release – April 19, 2023
DENVER - (Globe Newswire) - National Bank Holdings Corporation (NYSE: NBHC) today announced that its bank subsidiary NBH Bank (“NBH”) has recently acquired StoneCastle Digital Solutions, LLC (d/b/a Cambr), a subsidiary of StoneCastle Partners, LLC (“StoneCastle”).
Cambr is a unique deposit acquisition and processing platform that generates core deposits from accounts offered through embedded finance companies. Today, Cambr administers approximately $1.7 billion of deposits comprising more than 500,000 FDIC-insured cash accounts.
Cambr’s business-to-business-to-consumer (B2B2C) model leverages the customer base and marketing spend across a wide range of embedded finance companies to source granular, diversified cash deposits in a highly cost-efficient manner. Much of the underlying deposits are transaction accounts. When combined with NBH’s existing banking competencies, the Cambr platform is expected to bring expanded capabilities for embedded finance companies while also expanding to serve clients across a broader set of sectors.
“Cambr provides us the ability to significantly grow our core deposits with very little incremental overhead,” said Tim Laney, Chairman, President and Chief Executive Officer of National Bank Holdings Corporation. “Cambr’s high-touch, low-cost model adds a highly scalable client base that delivers deposits at a significantly lower cost than our traditional retail accounts. The Cambr deposit channel provides NBH with a truly unique source of liquidity and diversifies our funding capabilities and lowers our all-in funding costs.”
Cambr will continue to go-to-market under the Cambr brand and will operate as a separate subsidiary of NBH Bank.
Piper Sandler & Co served as financial advisor and Wachtell, Lipton, Rosen & Katz served as legal advisor to NBH.
Keefe, Bruyette & Woods, a Stifel Company, served as exclusive financial advisor and Gibson Dunn & Crutcher LLP served as legal advisor to StoneCastle.
About National Bank Holdings Corporation
National Bank Holdings Corporation is a bank holding company created to build a leading community bank franchise delivering high quality client service and committed to stakeholder results. Through its bank subsidiaries, NBH Bank and Bank of Jackson Hole Trust, National Bank Holdings Corporation operates a
network of over 95 banking centers, serving individual consumers, small, medium and large businesses, and government and non-profit entities. Its banking centers are located in its core footprint of Colorado, the greater Kansas City region, Utah, Wyoming, Texas, New Mexico and Idaho. Its comprehensive residential mortgage banking group primarily serves the bank’s core footprint. Its trust business is operated in its core footprint under the Bank of Jackson Hole Trust charter. NBH Bank operates under a single state charter through the following brand names as divisions of NBH Bank: in Colorado, Community Banks of Colorado and Community Banks Mortgage; in Kansas and Missouri, Bank Midwest and Bank Midwest Mortgage; in Utah, Texas, New Mexico and Idaho, Hillcrest Bank and Hillcrest Bank Mortgage; and in Wyoming, Bank of Jackson Hole and Bank of Jackson Hole Mortgage. Additional information about National Bank Holdings Corporation can be found at www.nationalbankholdings.com.
For more information visit: cobnks.com, bankmw.com, hillcrestbank.com, bankofjacksonhole.com, or nbhbank.com. Or connect with any of our brands on LinkedIn.
Forward Looking Statements
This press release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements contain words such as “anticipate,” “believe,” “can,” “would,” “should,” “could,” “may,” “predict,” “seek,” “potential,” “will,” “estimate,” “target,” “plan,” “project,” “continuing,” “ongoing,” “expect,” “intend” or similar expressions that relate to the NBHC’s strategy, plans or intentions. Forward-looking statements involve certain important risks, uncertainties and other factors, any of which could cause actual results to differ materially from those in such statements. Such factors include, without limitation, the “Risk Factors” referenced in our most recent Form 10-K filed with the Securities and Exchange Commission (SEC), and the following factors: difficulties or delays in integrating Cambr or fully realizing benefits. NBHC can give no assurance that any goal or plan or expectation set forth in forward-looking statements can be achieved and readers are cautioned not to place undue reliance on such statements. The forward-looking statements are made as of the date of this press release, and NBHC does not intend, and assumes no obligation, to update any forward-looking statement to reflect events or circumstances after the date on which the statement is made or to reflect the occurrence of unanticipated events or circumstances, except as required by applicable law.
Contact:
Analysts/Institutional Investors: Media:
Aldis Birkans, 720-554-6640 Jody Soper, 303-784-5925
Chief Financial Officer Chief Marketing Officer
ir@nationalbankholdings.com Jody.Soper@nbhbank.com
Source: National Bank Holdings Corporation
| Investor Materials - Cambr April 19, 2023 |
| Forward-Looking Statements 2 This presentation contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements contain words such as “anticipate,” “believe,” “can,” “would,” “should,” “could,” “may,” “predict,” “seek,” “potential,” “will,” “estimate,” “target,” “plan,” “project,” “continuing,” “ongoing,” “expect,” “intend” or similar expressions that relate to the Company’s strategy, plans or intentions. Forward-looking statements involve certain important risks, uncertainties and other factors, any of which could cause actual results to differ materially from those in such statements. Such factors include, without limitation, the “Risk Factors” referenced in our most recent Form 10-K filed with the Securities and Exchange Commission (SEC), other risks and uncertainties listed from time to time in our reports and documents filed with the SEC, and the following factors: difficulties in integrating the NBHC, Community Bancorporation, Bancshares of Jackson Hole Incorporated, or Cambr Solution, LLC businesses or fully realizing cost savings and other benefits; business disruption following the mergers; ability to execute our business strategy (including our digital strategy); business and economic conditions; effects of any potential government shutdowns; economic, market, operational, liquidity, credit and interest rate risks associated with the Company’s business; effects of any changes in trade, monetary and fiscal policies and laws; changes imposed by regulatory agencies to increase capital standards; effects of inflation, as well as, interest rate, securities market and monetary supply fluctuations; changes in the economy or supply-demand imbalances affecting local real estate values; changes in consumer spending, borrowings and savings habits; with respect to our mortgage business, the inability to negotiate fees with investors for the purchase of our loans or our obligation to indemnify purchasers or repurchase related loans; the Company’s ability to identify potential candidates for, consummate, integrate and realize operating efficiencies from, acquisitions, consolidations and other expansion opportunities; the Company's ability to realize anticipated benefits from enhancements or updates to its core operating systems from time to time without significant change in client service or risk to the Company's control environment; the Company's dependence on information technology and telecommunications systems of third-party service providers and the risk of systems failures, interruptions or breaches of security; the Company’s ability to achieve organic loan and deposit growth and the composition of such growth; changes in sources and uses of funds; increased competition in the financial services industry; the effect of changes in accounting policies and practices; the share price of the Company’s stock; the Company's ability to realize deferred tax assets or the need for a valuation allowance; the effects of tax legislation, including the potential of future increases to prevailing tax rules, or challenges to our positions; continued consolidation in the financial services industry; ability to maintain or increase market share and control expenses; costs and effects of changes in laws and regulations and of other legal and regulatory developments; technological changes; the timely development and acceptance of new products and services, including in the digital technology space our digital solution 2UniFi; the Company’s continued ability to attract, hire and maintain qualified personnel; ability to implement and/or improve operational management and other internal risk controls and processes and reporting system and procedures; regulatory limitations on dividends from our bank subsidiaries; changes in estimates of future credit reserve requirements based upon the periodic review thereof under relevant regulatory and accounting requirements; widespread natural and other disasters, pandemics, dislocations, political instability, acts of war or terrorist activities, cyberattacks or international hostilities; a cybersecurity incident, data breach or a failure of a key information technology system; impact of reputational risk; and success at managing the risks involved in the foregoing items. The Company can give no assurance that any goal or plan or expectation set forth in forward-looking statements can be achieved and readers are cautioned not to place undue reliance on such statements. The forward-looking statements are made as of the date of this presentation, and the Company does not intend, and assumes no obligation, to update any forward-looking statement to reflect events or circumstances after the date on which the statement is made or to reflect the occurrence of unanticipated events or circumstances, except as required by applicable law. Further Information: This presentation should be read together with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the consolidated financial statements and the related notes thereto included in our Form 10-K and quarterly reports |
| 3 Strategic Rationale Cambr is a deposit acquisition and processing platform that is designed to (i) service banks in recordkeeping for core deposits received via exclusive relationships with embedded finance companies and (ii) allocate deposits in excess of FDIC insurance to other insured depository institutions to maximize insurance for customers. Cambr has relationships with leading embedded finance companies and their partner banks to provide them these deposit services. Cambr allocates these deposits to a third party network of banks. Cambr generates revenue through a revenue share based on the interest income derived from the third party bank network. About Cambr Expected Relationship Schematic Diversifies NBH’s Deposit Franchise with Minimal Overhead Costs End User Bank of Record NBH Bank of Record Account Cambr 3 rd Party Deposit Network $ $ $ Embedded Finance Program Data Deposit Flows Account Details & Instructions Funding Flexibility: Certain relationships with Banks of Record enable NBH to keep deposits or “push” them to the bank network as needed Manage liquidity Manage capital (leverage ratio) Minimal Overhead: The Cambr platform is primarily fixed expense base with minimal variable expenses Competitive Hedge: Benefit from ongoing embedded finance competition and disruption in the banking industry Income Diversification: Cambr income is not tied to NBH balance sheet growth Multitude of Use Cases: Cambr’s technology can support deposit management for a broad range of business segments Cambr Overview |
