Sandy Spring Bancorp, Inc. (NasdaqGS:SASR) signed a definitive agreement to acquire WashingtonFirst Bankshares, Inc. (NasdaqCM:WFBI) from Castle Creek Capital Partners IV, L.P., managed by Castle Creek Capital LLC and others for approximately $460 million on May 15, 2017. Under the terms of the agreement, WashingtonFirst shareholders are expected to receive 0.8713 shares of Sandy Spring common stock for each share owned of WashingtonFirst common stock, subject to adjustment if Sandy Spring’s average stock price during a specified measurement period prior to closing is more than $50.15 or less than $37.07 per share. Pursuant to the transaction, Sandy Spring will retain $25 million of WFBI subordinated debt and also retain $8 million of WFBI-assumed trust preferred securities. The transaction comprises collar consideration. Upon closing, Sandy Spring shareholders will own approximately 67.8% of the combined company and WashingtonFirst’s shareholders will own approximately 32.2% of the combined company. At a later date, WashingtonFirst Bank’s branding will change to Sandy Spring Bank, with the full conversion of systems expected to occur in early 2018. As part of the transaction, Sandy Spring Bank will merge WashingtonFirst Bank into Sandy Spring Bank. In the event of termination, WashingtonFirst shall be required to pay a termination fee of $18.5 million to Sandy Spring. Joseph Searcy Bracewell, Chairman of WashingtonFirst, Shaza L. Andersen, President and Chief Executive Officer of WashingtonFirst and two other Directors will join Sandy Spring’s Board. Daniel J. Schrider, President and Chief Executive Officer of Sandy Spring, will continue to serve in this role of the combined entity. As on December 13, 2017, Sandy Spring Bancorp appointed Joseph S. Bracewell, Shaza L. Andersen, Hon. Joe R. Reeder and Mark C. Michael to its Board of Directors in connection with acquisition of WashingtonFirst. Also on December 13, 2017, Sandy Spring’s Director Susan D. Goff resigned from her position as Director, effective upon closing. Upon completion of the transaction the combined entity will be headquartered in Greater Washington, D.C. region. The transaction is subject to the shareholder approval from both WashingtonFirst and Sandy Spring, regulatory approvals, registration statement effectiveness, listing approval, and other customary closing conditions. The transaction has been unanimously approved by the Board of Directors of WashingtonFirst and Sandy Spring. As on October 18, 2017, shareholders of Sandy Spring and WashingtonFirst approved the transaction. As of November 22, 2017, all of the requisite regulatory approvals from the Board of Governors of the Federal Reserve System, the Maryland Office of the Commissioner of Financial Regulation, and the Virginia State Corporation Commission to complete the acquisition were received. The transaction is expected to close in the fourth quarter of 2017. The transaction is expected to be 8.3% accretive to the expected EPS of 2018 and 12.7% accretive to the expected EPS of 2019. The transaction is also expected to be 4.8% dilutive to the pro forma TBV at closing. The Kafafian Group, Inc. acted as financial advisor and Sandler O’Neill & Partners, L.P. acted as fairness opinion provider to Sandy Spring. Keefe, Bruyette, & Woods, Inc. acted as financial advisor to WashingtonFirst. Kilpatrick Townsend & Stockton LLP acted as legal advisor to Sandy Spring and Jake Lutz, Mark Jones, Lynda Crouse, Mark Goldsmith, Constance Brewster of Troutman Sanders LLP acted as legal advisor to WashingtonFirst. Bill Boyan III and Justin Kessler of Sandler O'Neill + Partners, L.P. acted as financial advisors to Sandy Spring Bancorp, Inc. Sandy Spring Bancorp, Inc. (NasdaqGS:SASR) completed the acquisition of WashingtonFirst Bankshares, Inc. (NasdaqCM:WFBI) from Castle Creek Capital Partners IV, L.P., managed by Castle Creek Capital LLC and others on January 1, 2018. WashingtonFirst Bank employees will become part of Sandy Spring Bank family.