Capital Funding Bancorp to Acquire AmericasBank

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Tue Apr 7, 2009 8:30am EDT

Deal Substantially Strengthens AmericasBank

BALTIMORE, April 7 /PRNewswire-FirstCall/ -- Capital Funding Bancorp, Inc. and
AmericasBank Corp. (OTC Pink Sheets: AMAB), the parent company of
AmericasBank, a Maryland-chartered commercial bank with three branches,
announced today that they have entered into a definitive merger agreement. 
Under the terms of the agreement, AmericasBank Corp. will be acquired by
Capital Funding Bancorp, Inc. in a cash transaction to AmericasBank Corp.
shareholders.  AmericasBank Corp. will become a wholly-owned subsidiary of
Capital Funding Bancorp, Inc.  Financial terms of the agreement were not
disclosed.

(Photo:  http://www.newscom.com/cgi-bin/prnh/20090407/PH95291-a )
(Photo:  http://www.newscom.com/cgi-bin/prnh/20090407/PH95291-b )

Capital Funding Bancorp, Inc. was formed in early 2009 by Jack Dwyer, a
leading Baltimore businessman.  Mr. Dwyer is the owner of Capital Funding
Group, Inc. which specializes in mortgage loans and working capital financing
for the health care industry and has provided more than $1 billion in
HUD-insured health care financing nationwide since its founding in 1993.  As a
result of the transaction, Capital Funding Bancorp, Inc. will assume certain
finance and lending functions of Capital Funding Group, Inc.  

Per the agreement, Capital Funding Bancorp, Inc. will assume ownership of
AmericasBank assets, including the bank branches.  Capital Funding Bancorp,
Inc. will become the parent corporation of AmericasBank which will continue to
operate as a community bank offering small business loans, sound savings,
innovative cash management and private banking solutions.  AmericasBank has
three area branches doing business as Towson Community Bank, Annapolis
Community Bank, and AmericasBank in the Highlandtown community of the City of
Baltimore.  

The transaction is anticipated to be transparent to AmericasBank account
holders with no major changes anticipated at this time to either the bank's
branches or its local service offerings.  After the close of the transaction,
Capital Funding Bancorp, Inc. intends to inject more than $35 million in
capital to the bank in the form of cash, a $1 billion loan servicing portfolio
and other assets without any taxpayer subsidy.  Capital Funding Bancorp, Inc.
intends to retain the vast majority of the banks' approximately 30 full-time
employees 

The agreement has been approved by each company's board of directors and is
subject to AmericasBank shareholder and regulatory approval.  The deal is
expected to close in the second quarter of 2009.

"We are excited to grow AmericasBank into a leading community lender, and a
thriving commercial bank with national expertise in health care," commented
Jack Dwyer, chairman and owner of Capital Funding Bancorp, Inc.  "We also see
AmericasBank as an excellent platform for continuing to grow the success of
Capital Funding Group's health care related mortgage loans and working capital
financing programs."

"This agreement provides us with the necessary capital and financial strength
to operate in today's challenging banking environment, and positions us
nicely, as a well-capitalized bank, for a strong future of growth and
success," commented Lee W. Warner, Chairman of AmericasBank.  "I'm confident
that this agreement delivers the best outcome for our stockholders, customers,
employees and the community," 

At the close of the transaction, A. Patrick Linton will serve as president and
CEO of AmericasBank.  Mr. Linton, a seasoned bank executive, currently serves
as senior vice president of Capital Funding Bancorp, Inc.  He served as
president, CEO and director of FCNB Bank and Corp in Frederick, Maryland. 
After that entity merged with BB&T, Mr. Linton served as BB&T's Potomac Region
president and executive vice president of government affairs and public
policy.

At the close of the transaction A. Gary Rever, the current acting CEO of
AmericasBank, will serve as CFO of the bank and Ellen Fish, current president
of AmericasBank will serve as executive vice president of community banking.

Kennedy & Baris, LP and Whiteford Taylor & Preston LLP acted as legal advisor
to Capital Funding Bancorp, Inc. during the transaction.  David H. Lavine, CPA
LLC served as financial advisor to Capital Funding Bancorp, Inc. during the
transaction.  Howe Barnes Hoefer & Arnett, Inc. rendered a fairness opinion to
AmericasBank Corp. in connection with the deal and Ober|Kaler acted as legal
advisor to AmericasBank during the transaction.

About Capital Funding Bancorp, Inc. and Capital Funding Group,
Inc.www.capfundinc.com
Capital Funding Bancorp, Inc. was formed in early 2009 by Jack Dwyer.  Capital
Funding Bancorp will assume certain of the financial and lending operations of
Capital Funding Group, Inc., a full-service provider of comprehensive
financing solutions for health care facilities nationwide, focusing
exclusively on the long-term care, assisted living and hospital sectors.  
Capital Funding Group, Inc. was founded in 1993 and has provided more than $1
billion in HUD-insured health care financing nationwide.  Capital Funding
Bancorp, Inc. and Capital Funding Group, Inc. are headquartered in Baltimore,
MD.   

About AmericasBank Corp.www.americasbank.com
AmericasBank Corp. is the parent company of AmericasBank, a Maryland-chartered
commercial bank headquartered in Towson, Maryland.  AmericasBank is dedicated
to the growth and prosperity of the communities it serves, with a special
focus on serving the needs of the business community.

Forward-looking Statements:
The statements in this press release that are not historical facts are
forward-looking statements as defined by Federal securities laws. 
Forward-looking statements include statements regarding consummation of the
merger, AmericasBank's post-merger capital levels and strength, and Capital
Funding Bancorp's expansion and management of AmericasBank after the merger. 
These statements are based on Capital Funding Bancorp Inc.'s and
AmericasBank's current expectations and involve risks and uncertainties that
may cause results to differ materially than those set forth in these
statements.  These risks and uncertainties include, among others:  further
deterioration of economic conditions in AmericasBank's market area and
nationally; dependence on key personnel; competitive factors within our market
area; adequacy of AmericasBank's allowance for loan losses; and changes in
regulatory requirements and/or restrictive banking legislation.

SOURCE  Capital Funding Bancorp, Inc.

Susan Goodell for Capital Funding Bancorp, Inc., +1-410-367-2700, ext. 15,
susan.goodell@warschawski.com
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