Civista Bancshares, based in Sandusky, OH, signed a definitive stock purchase agreement allowing Civista to acquire all issued and outstanding shares of Vision Financial Group (VFG), a privately held, independent, full-service general equipment leasing and financing company based in Pittsburgh. Based on financial data from June 30, 2022, VFG had total loan and lease assets of approximately $89 million and is expected to generate loan and lease originations exceeding $120 million during 2022.

Upon completion of the transaction, VFG will become a subsidiary of Civista Bank, with current VFG leadership and all employees continuing in their positions, led by CEO Bill Summers. As a subsidiary of Civista Bank, VFG will continue to operate under the Vision Financial Group name taking advantage of the company’s existing brand awareness within the equipment finance industry. The acquisition builds on Civista’s proven track record of partnering and acquiring like-minded businesses and financial institutions in order to leverage excess capital and deliver strong financial results to its shareholders. This partnership will also allow Civista to expand its product offerings and provide complementary services to its existing commercial lending customers.

“We are very excited to welcome VFG’s customers, employees, and business partners to the Civista family,” Dennis G. Shaffer, CEO and president of Civista, said. “We have gotten to know the VFG team very well and admire the unique business that they have built for over the past 30+ years. VFG’s very strong market position in the equipment finance industry built upon their deep knowledge of specific strategically targeted industry sectors will provide Civista with many additional opportunities for growth. We look forward to collaborating with VFG’s leadership team to enhance their lending platform and accelerate each other’s growth.”

“We are really excited to be joining with Civista, which has a terrific track record and a similar corporate culture to what we have built,” Bill Summers, CEO of VFG, said. “Vision Financial Group has been helping customers since our founding in 1991 through various interest rate and economic cycles. Our dedicated team believes that we can achieve significant growth and profitability as part of Civista Bank. With the additional resources and lower incremental funding costs provided by the bank, we will be poised to increase our activity with existing customers and build relationships with new customers, including some of the existing customers of Civista. Our team is very excited to build an even better Vision Financial Group as part of Civista Bank going forward.”

Subject to the terms of the purchase agreement, which has been approved by the boards of directors of Civista and the shareholder of VFG, Civista agreed to acquire all of the issued and outstanding shares of VFG in exchange for consideration in the form of cash and shares of Civista common stock. An additional amount to be paid in shares of Civista common stock is to be paid in shares, and is subject to certain “earn-out” payments annually for two years following the closing of the acquisition. The transaction is expected to close on Oct. 3, 2022, subject to the fulfillment of other customary closing conditions.

In preparation for the acquisition, due diligence was performed over a multi-week period. Under the proposed terms, the acquisition of VFG is expected to be approximately 6.4% accretive to Civista’s earnings per share in the first-year post-integration, approximately 15.1% accretive the following year, and greater than 19.0% accretive on a run-rate basis thereafter, excluding any upside potential from identified revenue and operating synergies. In addition, any tangible book value dilution created in the transaction is expected to be earned back in less than 4 years after closing using the cross-over method. Post-closing, Civista’s capital ratios are expected to continue to exceed “well-capitalized” regulatory standards.

Janney Montgomery Scott acted as financial advisor to Civista and Vorys, Sater, Seymour and Pease LLP acted as its legal advisor in the transaction. Keefe, Bruyette & Woods acted as financial advisor to VFG and Moore & Van Allen PLLC is acting as its legal advisor.