The basics:

• Columbia Bank completes full public conversion, Northfield merger
• Transaction creates regional bank with $18B in assets
• Columbia raised nearly $1.67B through stock offering
• Combined company begins Nasdaq trading under CLBK

Columbia Bank completed its full public conversion, while simultaneously closing a merger of Northfield Bank to establish one of the region’s largest community banks.

Columbia Financial Inc., the parent company of the bank, announced the milestones July 20. It first revealed the conversion and acquisition plans in February.

Columbia raised nearly $1.67 billion as part of its stock offering. The newly issued stock helped fund the Northfield acquisition, valued at approximately $580 million. Amid market consolidation, the deal significantly expands Columbia’s footprint while transforming its structure and raising substantial capital.

Following the second-step conversion, Columbia Financial is now wholly owned by public shareholders, eliminating its former mutual holding company structure. The Fair Lawn-based financial institution says it currently operates more than 100 full-service branches. Its footprint reaches across New Jersey, Staten Island and Brooklyn.

Subsequent to the closing, Columbia reported $18 billion in total assets, $12.5 billion in total deposits and $11.9 billion in total loans held for investment on a pro forma basis, as of March 31.

The bank announced the results of its offering and final merger consideration last week.

Coming together as Columbia

“The combination of our two organizations creates one of the largest community banks headquartered in the region, with substantial excess capital to support growth, strengthen our market position and create long-term value,” commented Columbia President and CEO Thomas Kemly.

“Together, we are better positioned … while continuing to deliver the local service and community focus that have long defined both institutions,” added Kemly, who continues in his leadership post.

Meanwhile, Northfield Chairman, President and CEO Steven Klein serves as senior executive vice president and chief operating office of the combined company and bank.

“Over the past five months, the Columbia and Northfield teams have worked diligently to bring together two highly respected community banking organizations. …This combination positions us for continued success in one of the most attractive banking markets in the country,” Klein said.

Klein, along with John Connors Jr., Timothy Harrison and Paul Stahlin, also join the boards of directors of the company and Columbia Bank.

Final aggregate merger consideration at closing comprised 70% company common stock and 30% cash. Cash in lieu of fractional shares will be paid at a rate of $10 per share.

Existing Columbia shareholders received 2.2 shares of the new company for each share previously held. Northfield shareholders received cash, stock or a combination of both under the merger agreement.

Shares of the company’s common stock began trading on the Nasdaq Global Select Market July 21 under the symbol CLBK.

Deal team:

Keefe, Bruyette & Woods Inc., a Stifel Co., acted as selling agent for the subscription portion of the offering. It also served as the lead-left book running manager for the firm commitment offering. Piper Sandler & Co. acted as co-book running manager for the firm commitment offering. Brean Capital LLC acted as co-manager.

Kilpatrick Townsend & Stockton LLP served as legal counsel to Columbia for the conversion. Meanwhile, Nutter McClennen & Fish LLP served as legal counsel to Keefe, Bruyette & Woods and the underwriters. RP Financial LC served as independent appraiser for the conversion and offering.

Kilpatrick Townsend & Stockton LLP also served as legal counsel to Columbia for the merger and Keefe, Bruyette & Woods acted as financial advisor. Luse Gorman PC served as legal counsel to Northfield for the merger while Raymond James acted as financial advisor.