Pillar+Aught co-founder Kevin Gold, an NFLPA Certified Contract Advisor, has signed two top players for the upcoming NFL Draft in April.
DE/OLB Eli Mencer, who played at the University at Albany, and LS Liam McCullough from Ohio State University, are both potential draft picks.
The NFL Draft will take place in Las Vegas on April 23-25, 2020.
John Shannon of Notre Dame was the inaugural winner of the Patrick Mannelly Award for the best senior college long snapper at the FBS level. Shannon received the Award at a ceremony at Bernie’s Book Bank in Lake Bluff, Illinois on Saturday, December 14, 2019.
Kevin Gold of Pillar+Aught is one of the three founders of the Award. Below is the Press Release announcing Shannon as the winner.
BRISTOL, PA / ACCESSWIRE / December 5, 2019 / William Penn Bancorp, Inc. (the Company) (OTC PINK:WMPN), the holding company for William Penn Bank (the Bank), announced today the signing of definitive agreements pursuant to which Fidelity Savings and Loan Association of Bucks County (Fidelity) and Washington Savings Bank (Washington) will merge with and into William Penn Bank.
William Penn Bank is a state-chartered savings bank with its headquarters in Bristol, Bucks County, PA. The Bank serves the Delaware Valley with 6 branches and $418 million in assets. Fidelity is a state-chartered savings bank also headquartered in Bristol, PA, with one branch and $86 million in assets. Washington is a state-chartered savings bank headquartered in Philadelphia, PA, with 4 branches and $159 million in assets.
When combined, William Penn Bank will be the second largest mutual institution in Eastern Pennsylvania with 11 branches, $663 million in assets, $475 million in deposits, and equity of approximately $98 million.
Kenneth J. Stephon, current President and Chief Executive Officer of the Company and the Bank, will serve as the President and Chief Executive Officer of the combined banks following completion of the mergers.
“We are very excited about expanding our market presence by combining the three institutions under the lead of William Penn Bank,” Mr. Stephon said. “The mergers with Fidelity and Washington represent a rare and special opportunity. Both Fidelity and Washington are an excellent complement to our existing franchise and are an ideal fit with our culture as a relationship-driven community bank. We believe that both transactions are in the best interests of our customers, employees, and the communities we serve.”
The mergers have been approved by each of the Company, Fidelity, and Washington Boards of Directors and are expected to be completed in the second calendar quarter of 2020. As a result of the mergers, Fidelity and Washington will be merged into William Penn Bank.
Under the terms of the merger agreements, depositors of Fidelity and Washington, respectively, will become depositors of William Penn Bank and will have the same rights and privileges in William Penn, MHC, the mutual holding company parent of the Company, as if their accounts had been established at William Penn Bank on the date established at Fidelity and Washington, respectively. As part of the transactions, the Company will issue additional shares of its common stock to William Penn, MHC in an amount equal to the fair value of Fidelity and Washington, respectively, as determined by an independent appraiser. These shares are expected to be issued in connection with the completion of the mergers.
The mergers are subject to certain customary closing conditions, including the receipt of all required regulatory approvals.
Sandler O’Neill & Partners LP served as financial advisor to William Penn Bancorp, Inc. and The Kafafian Group, Inc. served as financial advisor to both Fidelity Savings and Loan Association of Bucks County and Washington Savings Bank. Kilpatrick Townsend & Stockton LLP acted as legal counsel to William Penn Bancorp, Inc., Pillar + Aught acted as legal counsel to Fidelity Savings and Loan Association of Bucks County, and Jones Walker LLP, Washington, DC, acted as legal counsel to Washington Savings Bank.
Forward-Looking Statements
This communication contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These statements include, but are not limited to, expectations or predictions of future financial or business performance, conditions relating to the Company, Fidelity and Washington, or other effects of the proposed mergers on the Company and on Fidelity and Washington. These forward-looking statements include statements with respect to the Company’s beliefs, plans, objectives, goals, expectations, anticipations, estimates and intentions, that are subject to significant risks and uncertainties and are subject to change based on various factors (some of which are beyond the Company’s control). The words “may,” “could,” “should,” “would,” “will,” “believe,” “anticipate,” “estimate,” “expect,” “intend,” “plan,” and similar expressions are intended to identify forward-looking statements.
In addition, the following factors, among others, could cause actual results to differ materially from forward-looking statements or historical performance: the ability to obtain regulatory approvals and satisfy other closing conditions to the mergers, delay in closing the mergers; difficulties and delays in integrating the business of Fidelity and Washington or fully realizing anticipated cost savings and other benefits of the mergers; business disruptions following the mergers; the strength of the United States economy in general and the strength of the local economies in which the Company and Fidelity and Washington conduct their operations; general economic conditions, legislative and regulatory changes, monetary and fiscal policies of the federal government, changes in tax policies, rates and regulations of federal, state and local tax authorities, changes in interest rates, deposit flows, the cost of funds, demand for loan products, demand for financial services, competition, changes in the quality or composition of the Company’s loan, investment and mortgage-backed securities portfolios, changes in accounting principles, policies or guidelines and other economic, competitive, governmental and technological factors affecting the Company’s operations, markets, products, services and fees; and the success of the Company at managing the risks involved in the foregoing.
Annualized, pro forma, projected and estimated numbers presented herein are presented for illustrative purpose only, are not forecasts and may not reflect actual results.
The Company does not undertake to update any forward-looking statement, whether written or oral, that may be made from time to time by or on behalf of the Company to reflect events or circumstances occurring after the date of this press release.
CONTACT:
Kenneth J. Stephon, President and CEO
215-269-1200
SOURCE: William Penn Bancorp, Inc.
Community Bank System to Expand Its Western New York Presence with Acquisition of Steuben Trust Corporation
October 21, 2019
SYRACUSE, NY and HORNELL, NY—(BUSINESS WIRE) —Community Bank System, Inc. (“Community Bank System”) (NYSE: CBU) and Steuben Trust Corporation (OTC Pink: SBHO) today announced that they have entered into a definitive agreement pursuant to which Community Bank System will acquire Steuben Trust Corporation, parent company of Steuben Trust Company (“Steuben Trust”), in a stock and cash transaction representing total consideration valued at approximately $106.8 million. The transaction has been unanimously approved by the boards of directors of both companies.
This transaction will provide natural market enhancement and extension for both institutions, joining two high-quality, low-risk franchises with long histories of customer service, as well as a commitment to their communities. Steuben Trust provides Community Bank, N.A. with improved scale in several more Western New York markets, including Buffalo and Rochester, with total assets of nearly $580 million, deposits of $480 million and 15 branch offices across a six county area.
Under the terms of the agreement, shareholders of Steuben Trust Corporation will receive, for each share of common stock they own, a combination of $12.60 cash and 0.8054 shares of Community Bank System common stock, for total consideration valued at approximately $63.00 per share (based on Community Bank System’s volume weighted average price of $62.58 for the thirty trading day period ending October 15, 2019). This price represents approximately 167% of Steuben Trust Corporation’s tangible book value as of June 30, 2019. The transaction is intended to qualify as a reorganization for federal income tax purposes, and as a result, the receipt of Community Bank System common stock by shareholders of Steuben Trust Corporation is expected to be tax-free.
“Our acquisition of Steuben Trust will enhance and extend our banking footprint in Western New York, in markets which we successfully compete in and aspire to continue to grow,” said Mark E. Tryniski, President and Chief Executive Officer of Community Bank System. “Our move to establish a broader and deeper banking presence in this region is reflective of these growth objectives. We are confident that the Steuben Trust franchise will further support our efforts to grow our retail and business banking presence in Western New York. Steuben Trust has an impressive 117-year history of service to its customers, its communities and its shareholders, values which align closely with those of Community Bank. Equally important, our institutions have similar organizational values and cultures that respect and value the people that contribute to our success. We are delighted to welcome the Steuben Trust team to the Community Bank organization and look forward to the future of the combined company.”
“The shareholders, customers and associates of Steuben Trust should benefit from our merger with Community Bank System, a financially strong and effectively managed institution,” said Brenda L. Copeland, Chairman and Chief Executive Officer of Steuben Trust Corporation. “Our customers will continue to receive the highly personalized service they expect, while having access to a greatly expanded set of products and services available from the larger combined organization with an extensive branch network. We are pleased to be able to enhance our service capacity in all of our current communities. Our employees benefit by becoming part of an organization which also values their commitment and contribution to the Company’s growth and profitability and which offers additional opportunities for professional growth and advancement. We view our combination with Community Bank as a win for our stakeholders, and we look forward to working closely with their team to complete the combination.”
Upon completion of the transaction, the combined company is expected to have over $12.0 billion in assets. Community Bank System expects the transaction to be approximately $0.08 – $0.09 per share accretive to its first full year of GAAP earnings and $0.09 to $0.10 per share accretive to cash earnings, excluding one-time transaction costs.
The merger is expected to close in the second quarter of 2020 and is subject to customary closing conditions, including approval by the shareholders of Steuben Trust Corporation and required regulatory approvals.
D.A. Davidson & Co. Inc. acted as exclusive financial advisor to Community Bank System and Cadwalader, Wickersham & Taft LLP acted as its legal advisor. PNC FIG Advisory acted as exclusive financial advisor to Steuben Trust Corporation and Pillar Aught LLC acted as its legal advisor.
Community Bank System will host a conference call at 11 am (ET) on Monday, October 21, 2019 to discuss its third quarter 2019 financial results and the combination with Steuben Trust Corporation. The conference call can be accessed at 800-263-0877 (646-828-8143 if outside the United States and Canada) using the conference ID code 1984485. Investors may also listen live via the Internet at: https://www.webcaster4.com/Webcast/Page/995/31682.
About Community Bank System, Inc.
Community Bank System, Inc. operates more than 230 customer facilities across Upstate New York, Northeastern Pennsylvania, Vermont, and Western Massachusetts through its banking subsidiary, Community Bank, N.A. With assets of approximately $11.6 billion, the DeWitt, N.Y. headquartered company is among the country’s 150 largest financial institutions. In addition to a full range of retail, municipal, and business banking services, the Company offers comprehensive financial planning, trust and wealth management services through its Community Bank Wealth Management Group and OneGroup NY, Inc. operating units. The Company’s Benefit Plans Administrative Services, Inc. subsidiary is a leading provider of employee benefits administration, trust services, collective investment fund administration and actuarial and consulting services to customers on a national scale. Community Bank System, Inc. is listed on the New York Stock Exchange and the Company’s stock trades under the symbol CBU. For more information about Community Bank visit www.communitybankna.com or http://ir.communitybanksystem.com.
About Steuben Trust Corporation
Steuben Trust Corporation reported total assets at June 30, 2019 of approximately $580 million, and is the holding company for Steuben Trust Company. The bank’s business, municipal, and consumer customers enjoy personalized relationships, online and mobile banking options, with 15 branches in Western New York. Steuben Trust Corporation is listed on the OTC Pink Venture Market and trades under the symbol SBHO. For more information about Steuben Trust visit www.steubentrust.com.
Additional Information about the Merger
In connection with the proposed merger, Community Bank System, Inc. will file with the Securities and Exchange Commission (the “SEC”) a Registration Statement on Form S-4 that will include a prospectus of Community Bank System, Inc. and a proxy statement of Steuben Trust Corporation, as well as other relevant documents concerning the proposed transaction. This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval. Stockholders of Steuben Trust Corporation are urged to read the registration statement and proxy statement/prospectus and the other relevant materials filed with the SEC when they become available because they will contain important information about the proposed transaction.
A free copy of the proxy statement/prospectus, when available, as well as other filings containing information about Steuben Trust Corporation and Community Bank System, Inc., may be obtained at the SEC’s Internet site (http://www.sec.gov). You will also be able to obtain these documents, when available, free of charge from Steuben Trust Corporation at www.steubentrust.com/about/investor-relations.html or from Community Bank System, Inc. by accessing its website at www.cbna.com under the heading of “Investor Relations” and then “SEC Filings & Annual Report.” Copies of the proxy statement/prospectus can also be obtained, free of charge and when available, by directing a request to Steuben Trust Corporation, One Steuben Square, Hornell, New York 14843, Attention: Investor Relations, Telephone: (866) 783-8236, or to Community Bank System, Inc., 5790 Widewaters Parkway, DeWitt, New York 13214, Attention: Investor Relations, Telephone: (315) 445-2282.
Steuben Trust Corporation and Community Bank System, Inc. and certain of their respective directors and executive officers may be deemed to participate in the solicitation of proxies from the stockholders of Steuben Trust Corporation in connection with the proposed merger. Information about the directors and executive officers of Steuben Trust Corporation and their ownership of Steuben Trust Corporation common stock will be set forth in the proxy statement/prospectus to be delivered for the proposed merger. Information about the directors and executive officers of Community Bank System, Inc. and their ownership of Community Bank System, Inc. common stock is set forth in the proxy statement for its 2019 annual meeting of shareholders, as filed with the SEC on Schedule 14A on April 1, 2019. Additional information regarding the interests of those participants and other persons who may be deemed participants in the transaction may be obtained by reading the proxy statement/prospectus regarding the proposed merger when it becomes available. Free copies of this document when available may be obtained as described above.
Forward Looking Statements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements can be identified by the use of the words “will,” “anticipate,” “expect,” “intend,” “estimate,” “target,” and words of similar import. Forward-looking statements are not historical facts but instead express only management’s current beliefs regarding future results or events, many of which, by their nature, are inherently uncertain and outside of management’s control. The following factors, among others listed in Community Bank System’s Form 10-K filings, could cause the actual results of the Companies’ operations to differ materially from the Companies’ expectations: failure to obtain the approval of the shareholders of Steuben Trust Corporation in connection with the merger; the timing to consummate the proposed merger; the risk that a condition to closing of the proposed merger may not be satisfied; the risk that a regulatory approval that may be required for the proposed merger is not obtained or is obtained subject to conditions that are not anticipated; the parties’ ability to achieve the synergies and value creation contemplated by the proposed merger; the parties’ ability to successfully integrate operations in the proposed merger; the effect of the announcement of the proposed merger on the ability of Steuben Trust Corporation to maintain relationships with its key partners, customers and employees, and on its operating results and business generally; competition; changes in economic conditions, interest rates and financial markets; the impact of the federal government shutdown; and changes in legislation or regulatory requirements. The Companies do not assume any duty to update forward-looking statements.
For further information contact:
Community Bank System, Inc.
Joseph E. Sutaris, E.V.P. and Chief Financial Officer
(315) 445-7396
or
Steuben Trust Corporation
James P. Nicoloff, EVP & Treasurer
(607) 324-9643
Brenda L. Copeland, Chairman and Chief Executive Officer
Or John S. Eagleton, President
(866) 783-8236
By A.D. Amorosi
What is the first thing you think of when you think the School of Rock? Not Jack Black. Please, not Jack Black. And not the Broadway show currently touring the country.
School of Rock Philadelphia, formerly known as The Paul Green School of Rock Music, was created by its initial namesake in 1998 as a music educational program for kids who didn’t care to play “Chopsticks” first. These teen-spirited students wanted to skip the line, and go straight to “Misty Mountain Hop,” “Come as You Are,” “Moonage Daydream,” and “Black Hole Sun,” with all the face pulling, arm wind-milling and legs akimbo-stretching that rawk had to offer. And there was Green, making it all possible with huge, friendly doses of tough love training, yelling and preening as his mien. Sure, Green franchised it, had a documentary made of it, and sold it — but the Philly chapter stayed a hallowed ground of sorts, the diamond centerpiece of the School of Rock’s player-first ethos.
“The most important thing from the start has been the intangible, the overall mentality and feel in the building when coming to the school,” says Philly instrumentalist and School of Rock General Manager and Music Director Jace Miller, who has been teaching at SOR since 2014. “We pride ourselves on the staff that we have, which translates to all of the students and families involved.”
What it’s not anymore, and hasn’t been for a very long time in Miller’s mind, is loud and brusque. Loud and brusque all gets saved for the stage. “That starts from the very top with the owner and trickles down through the staff, and can change the experience for everyone in the programs for the better,” says Miller. “Lisa’s awareness, passion, and experience in the mental health field certainly garners a positive energy all around.”
Miller is talking about Lisa Riley, the new owner of School of Rock, who comes from a place of healing rather than howling, as she is a former psychotherapist once specializing in trauma-focused treatment for adolescents and adults.
“Kids today are exposed to multiple daily life stressors that can be overwhelming and lead to symptoms of depression and anxiety,” she said by way of introduction. “Playing, creating, and listening to music is an incredibly effective coping strategy to help reduce the negative impact of these stressors. Performing in a group enables each individual student to build confidence and strengthen their sense of self while fostering a feeling of belonging and connection to others.”
Nobody who ever worked during the Paul Green era probably ever said that. For the old School of Rock, connecting meant plugging in and wailing. This is not to tear down Paul, who no doubt got the job done and helped create and mentor more young musicians to come out of their shell that I can count. If nothing else, he gave Adrian Belew a backing band for life.
But Reily’s background is radically different from Green’s. She received her MSW (Masters in Social Work) in 1995 from Fordham University, is a LCSW (Licensed Clinical Social Worker) in New Jersey, and previously worked at the Center for Family Guidance as an outpatient therapist, treating adolescents aged 13 and older and adults.
“I provided therapy to people who had experienced either a single traumatic event such as a car accident, fire, divorce, illness, loss or had suffered repeated traumatic events that involved verbal, emotional, physical, and/or sexual abuse,” said Riley. “Helping my clients develop the techniques to ‘deactivate’ the impact of their traumas was a big focus on our work. We often explored how to use music either playing, writing, or listening to as a means to calm oneself and help them to become more grounded and centered. Music is a very powerful and effective coping strategy to manage the symptoms of depression and anxiety. It affects and alters our moods and thoughts in very positive ways.”
After working in an emotionally intense field for 25 years and turning 50, Riley was ready for a change. While doing some self-reflection and exploring as to what environment made her happy and calm, Riley kept coming up with a place that involves music and creativity. “What could be a better place to put myself into than a rock school?” she asked.
Upon seeing the School of Rock House Band play at a Festival at Weccacoe Playground in her neighborhood, she enrolled her 11-year-old son (who had already jammed at a Punk Rock summer camp), before doing likewise for her daughter. “I witnessed my son become more confident and comfortable with himself as he progressed in his musical ability,” says Riley, calling the transformation “a newfound confidence that transferred over to various areas of his life, such as academically and socially.”
Riley liked the concept of School of Rock so much, she bought the Philly outpost from Michael Morpurgo who also owns SoR Doylestown and SoR Princeton. “As I have stated, music is such a powerful and effective coping strategy to manage the stressors of life,” Riley says. “Kids today seem to be experiencing higher rates of depression and anxiety, and they aren’t developing the tools they need to cope with things. People need to understand that there is a major physiological component to anxiety, and the key to decreasing the anxiety is to remove the physical tension from your body.”
Playing and listening to music helps keep a body calm as she has witnessed, reducing anxiety and increasing one’s ability to have more rational thoughts and actions. Music is good for the soul, and for society, in Riley’s estimation. With that, she states that the School and the parents of the students she hosts need to take an empowering and supportive approach to teaching the children.
“The Whiplash style of instructing students involves the use of shame, anger, fear, guilt, and can be very distressing and traumatic for anyone to experience,” said Riley. “Empowering students by focusing on their strengths, and providing supportive encouragement, doesn’t mean you can’t still challenge, have expectations, and set limits with the students. It just means you approach it in a kinder, more positive way. You will find that the students will progress more rapidly and have better focus, because their anxiety and self-doubt is less likely to have been triggered.”
This is evident in a collection of Miller’s rehearsal notes for students that Riley shared with us. The positive reinforcement is effusive — “Always fun and you guys are killing it, nice work here,” he writes of the band’s take on Rev. Horton Heat’s “It’s Martini Time”; “Amazing job on this one!” he writes of their rehearsal of “My Iron Lung” by Radiohead — and the critiques are a helpful mix of constructive tips and motivation — “Drums make sure you’re locked in, but I know you were pretty tired by this point, ha,” he writes of a run-through on Queens of the Stone Age’s “A Song For The Dead.” “Keep on this and it will be a monster once again.”
Riley went on to say that a performance-based approach to music education is also key, just as a group experience is important in sports. “But, not every person will play sports or be part of a team, so ‘the band’ helps students develop the key life skills of being accountable and responsible to others. They learn how their actions can affect others. If a student doesn’t know their part of the song, it negatively affects how the song sounds as a whole.”
As music also helps students to develop communication skills, and social skills, one of the greatest things about School of Rock, in Riley’s mind, is that there is a built in commonality: music. “There is automatically something that can connect you with others,” she said. “For someone who lacks confidence and has a hard time interacting with others, having that automatic connection can be very comforting.”
To go with that sense of community, Riley would like to see the School and its students have more outreach into the Philadelphia school system, and music scene.
“I never understood the lack of presence School of Rock had in the Philadelphia community,” said Riley. “So many people are unaware of what it is and that it even exists. We are trying to change that by building relationships with schools, parent groups, neighborhood associations, music resources, and other organizations. The school hadn’t really been touched in about 10 years. It was very dark, and didn’t represent all the amazing and interesting things that were happening there. We have been renovating the school to highlight how cool it is. We have brightened up the school with new lighting, paint, and artwork. I feel we have achieved the ‘grungy chic’ aesthetic the students were hoping for. We wanted a place that appealed to the parents as well as the students.”
So far, the feedback from students, parents and teachers is positive. “When the time came around, the transfer of ownership to Lisa was quite seamless and a good thing for everyone involved,” noted Miller. “Since the Paul Green era, the programs have matured and adjusted for the betterment of the students and the staff. I will say this, I feel Paul had a wonderful idea and evolved into something amazing and very special. I do not think it would be where it is today if he was still involved, though. Onward and upward, I say. Lisa and I have had many conversations on continuing to improve in every way possible to make School of Rock Philadelphia the best it can be.”
Riley goes on to say that she has encountered, directly or indirectly, multiple students who have shared that they struggle with depression, anxiety, or other mental health issues, and have heard from parents how much being part of School or Rock has helped their child.
“One conversation I had in particular with a parent stands out to me,” said Riley. “This parent of a 10-year-old child told me that her child had been struggling with ADHD , and had become depressed and withdrawn the past school year. She felt that she didn’t recognize her own child, and shared that once her child began participating in School of Rock, she began to see her child ‘come back to life,’ and was so happy and relieved that her child found a place where she fit in and belonged. I have witnessed this child make connections and develop relationships with other children, and the child always presents with a positive energy and enthusiasm at School of Rock.”
https://thekey.xpn.org/2019/10/03/school-of-rock/#more-282782
Pillar+Aught Co-Founder Kevin Gold is one of the creators of the Patrick Mannelly Award that will be given annually to the best senior college long snapper at the FBS level.
The Wall Street Journal recently profiled this unique Award and the reasons for its creation. The WSJ story is linked below.
Pillar+Aught co-founder Todd Shill served as production counsel on the two part History Channel Special “Face the Beast,” premiering on August 21st. The show was produced by Hot Snakes Media.
Synopsis: Throughout history, there are accounts of predators going on unexplained, killing rampages against humans. Face the Beast probes the most mysterious and macabre mass killings, using new technology that allows investigators to get face to face with dangerous creatures in their own habitat.
As the 2019 – 2020 Chair of the Pennsylvania Bar Association’s Labor and Employment Law Section, Cory Iannacone welcomed all current Section members and encouraged those who were not current members to join the Section and take advantage of all the benefits it offers. https://www.pabar.org/site/For-Lawyers/Sections/Labor-and-Employment-Law-Section
Pillar+Aught co-founder Todd Shill served as production counsel on the Discovery Channel Shark Week show “Extinct or Alive: The Lost Shark” premiering on July 31, 2019 at 8 pm EST. The show was produced by Hot Snakes Media.
Shark Week is an annual, week-long programming block on the Discovery Channel. Since 2010, it has been the longest-running cable television programming event in history, broadcast in over 72 countries.
Pillar+Aught recently advised ConnexPay, a cutting edge payments technology startup based in Atlanta, in closing a $7 million round of Series A financing. Co-founder Ken Rollins led the Pillar+Aught team.
More information on ConnexPay and the transaction is available via the below link.
https://hypepotamus.com/news/connexpay-series-a-bip-capital/
