8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549 

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): December 20, 2021
 

Bryn Mawr Bank Corporation

(Exact Name of Registrant as specified in its charter) 
 

Pennsylvania	001-35746	23-2434506
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

801 Lancaster Avenue, Bryn Mawr, Pennsylvania 19010

(Address of Principal Executive Offices and Zip Code)

Registrant’s telephone number, including area code: 610-525-1700

None

(Former name or former address, if changed since last report) 
 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $1 par value	BMTC	The NASDAQ Stock Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 7.01          Regulation FD Disclosures

On December 20, 2021, Bryn Mawr Bank Corporation (“Bryn Mawr”) issued a joint press release with WSFS Financial Corporation (“WSFS”) announcing that WSFS has received all required approvals to acquire Bryn Mawr, and to merge its primary subsidiary, The Bryn Mawr Trust Company, into WSFS Bank. WSFS and Bryn Mawr expect to close the transaction on January 1, 2022. A copy of the joint press release dated December 20, 2021 is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

This information (including Exhibit 99.1) is being furnished under Item 7.01 of this Form 8-K and shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934 (“Exchange Act”) or otherwise subject to the liabilities of that section, and such information shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Forward-Looking Statements

This Current Report on Form 8-K contains estimates, predictions, opinions, projections and other “forward-looking statements” as that phrase is defined in the Private Securities Litigation Reform Act of 1995. Forward-looking statements include, without limitation, statements relating to the impact WSFS and Bryn Mawr expect their proposed merger to have on the combined entity’s operations, financial condition, and financial results, and WSFS’s and Bryn Mawr’s expectations about their ability to successfully integrate their respective businesses and the amount of cost savings and overall operational efficiencies WSFS and Bryn Mawr expect to realize as a result of the proposed acquisition. The forward-looking statements also include predications or expectations of future business or financial performance as well as goals and objectives for future operations, financial and business trends, business prospects, and management's outlook or expectations for earnings, revenues, expenses, capital levels, liquidity levels, asset quality or other future financial or business performance, strategies or expectations. The words “believe,” “intend,” “expect,” “anticipate,” “strategy,” “plan,” “estimate,” “approximately,” “target,” “project,” “propose,” “possible,” “potential,” “should” and similar expressions, among others, generally identify forward-looking statements. Such forward-looking statements are based on various assumptions (many of which are beyond the control of WSFS and Bryn Mawr) and are subject to risks and uncertainties (which change over time) and other factors which could cause actual results to differ materially from those currently anticipated. Such risks and uncertainties include, but are not limited to, the possibility that the proposed acquisition does not close when expected or at all because conditions to closing are not received or satisfied on a timely basis or at all; the delay in or failure to close for any other reason; changes in WSFS’s share price before closing; the outcome of any legal proceedings that may be instituted against WSFS or Bryn Mawr; the occurrence of any event, change or other circumstance that could give rise to the right of one or both parties to terminate the merger agreement providing for the merger; the risk that the businesses of WSFS and Bryn Mawr will not be integrated successfully; the possibility that the cost savings and any synergies or other anticipated benefits from the proposed acquisition may not be fully realized or may take longer to realize than expected; disruption from the proposed acquisition making it more difficult to maintain relationships with employees, customers or other parties with whom WSFS or Bryn Mawr have business relationships; diversion of management time on merger-related issues; risks relating to the potential dilutive effect of the shares of WSFS common stock to be issued in the proposed transaction; the reaction to the proposed transaction of the companies’ customers, employees and counterparties; uncertainty as to the extent of the duration, scope, and impacts of the COVID-19 pandemic on WSFS, Bryn Mawr and the proposed transaction; and other factors, many of which are beyond the control of WSFS and Bryn Mawr. We refer you to the “Risk Factors” section of the Registration Statement and the Joint Proxy/Prospectus, the “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of WSFS’s Annual Report on Form 10-K for the year ended December 31, 2020, Bryn Mawr’s Annual Report on Form 10-K for the year ended December 31, 2020 and any updates to those risk factors set forth in WSFS’s and Bryn Mawr’s Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and other filings, which have been filed by WSFS and Bryn Mawr with the Securities and Exchange Commission (the “SEC”) and are available on the SEC’s website at www.sec.gov. All forward-looking statements, expressed or implied, included in this Current Report on Form 8-K are expressly qualified in their entirety by the cautionary statements contained or referred to in this Current Report on Form 8-K. The actual results or developments anticipated may not be realized or, even if substantially realized, they may not have the expected consequences to or effects on WSFS, Bryn Mawr or their respective businesses or operations. We caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date on which they are made. Neither WSFS nor Bryn Mawr undertakes any obligation, and specifically declines any obligation, to revise or update any forward-looking statements, whether as a result of new information, future developments or otherwise, except as specifically required by law.

Item 9.01 Financial Statements and Exhibits.

(d)          Exhibits

99.1 Joint Press Release, dated December 20, 2021

104 Cover Page Interactive Data File (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.
 

BRYN MAWR BANK CORPORATION
By:	/s/ Francis J. Leto
	Francis J. Leto
	President and Chief Executive Officer
Date: December 20, 2021

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE	Investor Relations Contact: Dominic C. Canuso
	(302) 571-6833
December 20, 2021	dcanuso@wsfsbank.com
	Media Contact: Rebecca Acevedo
	(215) 253-5566
	racevedo@wsfsbank.com

WSFS Financial Corporation Receives All Required Approvals

to Acquire Bryn Mawr Bank Corporation

Acquisition expected to close January 1, 2022

WILMINGTON, Del. and BRYN MAWR, Pa.– WSFS Financial Corporation (Nasdaq: WSFS) (“WSFS”), the parent company of WSFS Bank, and Bryn Mawr Bank Corporation (Nasdaq: BMTC) (“BMTC”), the parent company of The Bryn Mawr Trust Company, jointly announced that WSFS has received all required approvals to acquire BMTC, and to merge its primary subsidiary, Bryn Mawr Trust, into WSFS Bank. The Board of Governors of the Federal Reserve System (the “Federal Reserve”) approved WSFS’ acquisition of BMTC, which is the final required regulatory approval for the proposed combination. With overwhelming approvals from WSFS and BMTC stockholders, and regulatory approvals from the Federal Reserve and WSFS Bank’s primary regulator, the Office of the Comptroller of the Currency, WSFS and BMTC expect to close the transaction on January 1, 2022.

“We are pleased to have received all required approvals and are looking forward to consummating our combination shortly,” said WSFS Chairman, President and Chief Executive Officer Rodger Levenson. “This combination brings together both companies’ long history of service for our Customers and Communities to form the premier, locally headquartered bank and wealth management franchise in the Greater Philadelphia and Delaware region.”

BMTC and WSFS will continue to operate separately until systems and brand conversion in late Q1 2022.

BMTC wealth management Clients will continue to be served by the same BMTC professionals and the integration of the WSFS and BMTC wealth management groups will take place throughout 2022. After the transaction closes, both banks’ Customers will have immediate and free access to the combined WSFS and BMTC ATM network of more than 600 ATMs.

About WSFS Financial Corporation

WSFS Financial Corporation is a multi-billion dollar financial services company. Its primary subsidiary, WSFS Bank, is the oldest and largest locally-managed bank and trust company headquartered in Delaware and the Greater Philadelphia region. As of September 30, 2021, WSFS Financial Corporation had $15.4 billion in assets on its balance sheet and $27.6 billion in assets under management and administration. WSFS operates from 112 offices, 89 of which are banking offices, located in Pennsylvania (52), Delaware (42), New Jersey (16), Virginia (1) and Nevada (1) and provides comprehensive financial services including commercial banking, retail banking, cash management and trust and wealth management. Other subsidiaries or divisions include Arrow Land Transfer, Cash Connect®, Cypress Capital Management, LLC, Christiana Trust Company of Delaware®, NewLane Finance®, Powdermill® Financial Solutions, West Capital Management®, WSFS Institutional Services®, WSFS Mortgage®, and WSFS Wealth® Investments. Serving the Greater Delaware Valley since 1832, WSFS Bank is one of the ten oldest banks in the United States continuously operating under the same name. For more information, please visit www.wsfsbank.com.

About Bryn Mawr Bank Corporation

Bryn Mawr Bank Corporation is the holding company for The Bryn Mawr Trust Company which was founded in 1889, and is headquartered in Bryn Mawr, PA. BMTC is a locally managed, premier financial services company providing retail and commercial banking; trust administration and wealth management; and insurance and risk management solutions. As of September 30, 2021, Bryn Mawr Bank Corporation has $4.9 billion in corporate assets and $21.4 billion in wealth assets under management, administration, supervision, and brokerage. The company operates 39 banking locations, seven wealth management offices and two insurance and risk management locations in the following counties: Montgomery, Chester, Delaware, Philadelphia, and Dauphin Counties in Pennsylvania; New Castle County in Delaware; and Mercer and Camden Counties in New Jersey.

Forward-Looking Statements

This press release contains estimates, predictions, opinions, projections and other "forward-looking statements" as that phrase is defined in the Private Securities Litigation Reform Act of 1995. Such statements include, without limitation, references to WSFS’ and BMTC’s predictions or expectations of future business or financial performance as well as their goals and objectives for future operations, financial and business trends, business prospects, and management's outlook or expectations for earnings, revenues, expenses, capital levels, liquidity levels, asset quality or other future financial or business performance, strategies or expectations. The words “believe,” “expect,” “anticipate,” “will,” and similar expressions, among others, generally identify forward-looking statements. Such forward-looking statements are based on various assumptions (some of which may be beyond WSFS’ and BMTC’s control) and are subject to significant risks and uncertainties (which change over time) and other factors, including WSFS’ pending acquisition of BMTC and the uncertain effects of the COVID-19 pandemic and actions taken in response thereto on WSFS’ and BMTC’s business, results of operations, capital and liquidity, which could cause actual results to differ materially from those currently anticipated. Such risks and uncertainties are discussed in detail in WSFS’ and BMTC’s Form 10-K for the year ended December 31, 2020, Form 10-Q for the quarter ended March 31, 2021, Form 10-Q for the quarter ended June 30, 2021, Form 10-Q for the quarter ended September 30, 2021, and other documents filed by WSFS and BMTC with the Securities and Exchange Commission from time to time.

WSFS and BMTC caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date on which they are made, and WSFS and BMTC disclaim any duty to revise or update any forward-looking statement, whether written or oral, that may be made from time to time by or on behalf of WSFS or BMTC for any reason, except as specifically required by law. As used in this press release, the terms "WSFS", "the Company", "registrant", "we", "us", and "our" mean WSFS Financial Corporation and its subsidiaries, on a consolidated basis, and the term “BMTC” means Bryn Mawr Bank Corporation and its subsidiaries, on a consolidated basis, unless the context indicates otherwise.

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XML

Document And Entity Information	Dec. 20, 2021
Document Information [Line Items]
Entity, Registrant Name	Bryn Mawr Bank Corporation
Document, Type	8-K
Document, Period End Date	Dec. 20, 2021
Entity, Incorporation, State or Country Code	PA
Entity, File Number	001-35746
Entity, Tax Identification Number	23-2434506
Entity, Address, Address Line One	801 Lancaster Avenue
Entity, Address, City or Town	Bryn Mawr
Entity, Address, State or Province	PA
Entity, Address, Postal Zip Code	19010
City Area Code	610
Local Phone Number	525-1700
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $1 par value
Trading Symbol	BMTC
Security Exchange Name	NASDAQ
Entity, Emerging Growth Company	false
Amendment Flag	false
Entity, Central Index Key	0000802681