Florida Office of Financial Regulation, Admin.

File No. 0828-FI-03/11


Petition to the Florida Office of Financial Regulation (OFR) for a public hearing on the Application to Merge Community Bank & Company Lakewood Ranch, Florida, and First Community Bank of America, Pinellas Park, Florida; Resulting Institution: Community Bank & Company. Includes Statement in Opposition, Motion for Designation as Party, and Notice of Intention to Appear. Download in PDF below

In a letter dated April 13, 2011 Florida Gov. Rick Scott thanked Neil Gillespie for contacting the Governor's office about changes to the Office of Financial Regulation. (ORF). Gov. Scott suggested I share my concerns with the Florida Cabinet about my recent experience with the Office of Financial Regulation (OFR). In a word, it was awful. Read my April 30, 2011 letter to the Florida Cabinet, Attorney General Pam Bondi, Chief Financial Officer Jeff Atwater, and Agriculture Commissioner Adam Putnam, in the PDF below.

Florida Cabinet Member Adam H. Putnam, Commissioner, Florida Department of Agriculture and Consumer Services, responded to Neil Gillespie by letter of May 17, 2011. Commissioner Putnam agrees that politics have no role in determining the future of a financial institution and believes that consistent regulation of our state's financial institutions will provide for the growth and stability of sound community banks and thrifts. Please know that it remains of paramount importance to the Commissioner that Florida's financial institutions receive fair and equal treatment among regulators - whether State or Federal. Read Commissioner Putnam’s letter below in PDF. 

Attorney General Pam Bondi received Neil Gillespie’s correspondence regarding his experiences with the Florida Office of Financial Regulation (OFR). Attorney General Bondi responded May 24, 2011, and through Brandon Brooks expressed sorry for his difficulties, and forwarded his complaint to the Attorney General's legal staff for further review. Gillespie may also contact the OFR Inspector General. As the OFR is an agency under the direct authority of the Governor's Office, he may also wish to contact the Chief Inspector General for the State of Florida. Read the letter from Attorney General Pam Bondi below in PDF.

Florida Office of Financial Regulation

The mission of the Florida Office of Financial Regulation is to protect the citizens of Florida by carrying out the banking, securities and financial laws of the state efficiently and effectively and to provide regulation of business that promotes the sound growth and development of Florida’s economy. Read more

• About OFR Florida Office of Financial Regulation
• OFR Fast Facts e-booklet Florida OFR
• Commercial Banks Florida OFR
• Office of Financial Regulation Organization Chart
• Florida Office of Financial Regulation Performance
• Life Insurance and Annuities A Guide For Consumers
• Investment Adviser Guide Florida OFR
• Welcome to the Division of Securities Florida OFR

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In recent years, much of the traditional American media, in a drive to cut costs and maintain profits, has slashed its capacity to do investigative journalism. This has happened just as the forces of technology and globalization are combining to make government and powerful private institutions less transparent, and thus, less subject to public scrutiny and oversight. Read more

Critics: Judge with interest in bank shouldn't hear foreclosures
The Tampa Tribune
By SHANNON BEHNKEN
July 21, 2011
 
TAMPA -- A Hillsborough County judge seeking to tame a backlog of thousands of foreclosure lawsuits is raising questions from critics who wonder whether she should be hearing foreclosure cases at all.

Judge Martha J. Cook has an ownership interest in Community Bank, where her husband, William H. Sedgeman Jr., serves as chairman and chief executive, public documents show.
The bank, known formally as Community Bank of Manatee, has 17 locations throughout the Tampa Bay area. The bank has been hard-hit by the foreclosure crisis and has struggled to shed troubled assets.

Like most banks, Community Bank often finds itself as a plaintiff against homeowners in foreclosure cases.

"It's reasonable that a homeowner would fear they aren't going to get a fair hearing before her," said Mark Stopa, a foreclosure defense attorney. "There's no way I could go into court before her without thinking about this."

Hearing on Bradenton bank set despite petitioner’s withdrawal
Bradenton.com
By CHRISTINE HAWES
April 15, 2011

MANATEE -- State regulators will be there. Representatives of the Manatee County bank whose big move into Pinellas County has been challenged will be there. A taxpayer-funded bailiff will be there. But the person who asked for a hearing over Community Bank & Co.’s planned purchase of First Community Bank of America decided Thursday he doesn’t want the hearing after all.

Neil Gillespie, operator of a website called yousue.org, requested the hearing on March 25. He claimed in his petition that the Florida Office of Financial Regulation had made numerous errors in its findings of fact regarding Community Bank’s acquisition. But Gillespie, an Ocala resident, withdrew his petition Thursday just hours before the scheduled 10 a.m. start today in a Manatee County courtroom. In his 20-page petition to withdraw, Gillespie expanded on claims he had made in his initial 18-page petition for the hearing. Read more

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A withdrawal, but a hearing on bank purchase plan anyway Herald-Tribune
By John Hielscher
April 14, 2011

The public hearing will proceed today, but there might be no fireworks now that an opponent has backed off his challenge to the Community Bank & Co.-First Community Bank of America deal.

The Florida Office of Financial Regulation scheduled the hearing to take comments on Lakewood Ranch-based Community Bank's pending $10 million purchase of First Community.

But on Thursday, the Ocala man who sought the hearing withdrew his petition, saying the merger "is a foregone conclusion."

OFR spokeswoman Flora Beal said it was too late to stop the hearing, with no time for the required cancellation notice, and OFR staff was already headed to Bradenton.

So it will still be held at 10 a.m. in Courtroom 8B of the Manatee County Judicial Center.

Whether petitioner Neil J. Gillespie will appear is unknown. He was denied "party" status for the hearing, but like anyone would be given time to speak.

OFR Commissioner Thomas Cardwell signed off on Gillespie's request for the hearing in late March. Gillespie's petition "for the purpose of accepting public comment meets the requirements for approval" under state rules, Cardwell said in his order. Read more

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Regulators set public hearing on Community Bank & Co., First Community Bank of America merger
Tampa Bay Business Journal
by Margie Manning
April 13, 2011


The Florida Office of Financial Regulation has taken the somewhat unusual step of scheduling a public hearing on the planned acquisition of First Community Bank of America by Community Bank & Co.

The hearing will be at 10 a.m. April 15 at the Manatee County Judicial Center in Bradenton.

It comes on the heels of an April 11 special meeting of shareholders of First Community Bank Corp. of America (NASDAQ: FCFL), who voted to dissolve the Pinellas Park-based company after the bank acquisition is finalized.

The hearing was requested in a petition filed by Neil Gillespie, who described himself as a former customer of Community Bank, which changed its name earlier this year from Community Bank of Manatee. Read more

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Public hearing set over Manatee bank's planned purchase of another bank
Herald-Tribune
By John Hielscher
April 13, 2011

The Florida Office of Financial Regulation will hold a public hearing Friday in Bradenton on Community Bank & Co.'s proposed $10 million purchase of Florida Community Bank of America. The OFR agreed to the hearing after being petitioned by a former Community Bank customer who is challenging the deal on numerous grounds.

CBM Florida Holding Co., the parent of Lakewood Ranch-based Community Bank, agreed in February to acquire First Community Bank, a struggling 11-office, $470-million-asset bank in Pinellas Park. If the deal goes through, CBM will inject $20 million in fresh capital into the merged bank to retain its well-capitalized status. Community Bank chairman and chief executive Bill Sedgeman declined Wednesday to comment on the hearing or the ex-customer's opposition to the deal.

OFR spokeswoman Flora Beal said such hearings are requested occasionally. "They are neither common nor uncommon," Beal said. The hearing will begin at 10 a.m. in courtroom 8B of the Manatee County Judicial Center. Neil J. Gillespie of Ocala, describing himself as a former Community Bank customer, filed an 18-page petition objecting to the deal. Read more

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Community Bank FDIC consent order lifted
Bradenton.com
By JENNIFER RICH
April 2, 2011

MANATEE -- The FDIC Friday lifted the consent order that Community Bank & Co. had been operating under since November 2009. That was good news for bank officials who have worked hard to increase capitalization and raise new capital. "This is yet another positive development for Community Bank," said Chairman and Chief Executive Officer Bill Sedgeman.

The state’s Office of Financial Regulation had previously lifted its consent order in November.
The Lakewood Ranch bank received a three-star rating in the March rankings by Bauer Financial. The highest ranking of financial health of banks is five stars.

Community Bank was upgraded from a two-star to a three-star in the second quarter of 2010 after the bank raised $1.7 million in new capital. In the third quarter, it added an additional $7 million. "Community Bank is a highly capitalized and profitable bank and we are excited about all the positive signs we are seeing in the marketplace," said bank Director Trevor Burgess.

The bank, which is acquiring First Community Bank of America based in Pinellas Park, plans to open a sixth branch this month on Beach Drive in St. Petersburg. Community Bank has approximately $275 million in assets among its six branches in Manatee and Hillsborough counties. Read more

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Bank merger gains steam
Tampa Bay Business Journal
by Margie Manning
April 1, 2011

There’s been a lot more dire news about regulatory orders involving banks than positive developments lately.

But here’s a bit of news that could put some momentum into CBM Florida Holding Co.’s plan to buy First Community Bank of America for $10 million. The Federal Deposit Insurance Corp. lifted a regulatory order that CBM’s subsidiary, Community Bank & Co., has been operating under for more than a year.

The FDIC and the Florida Office of Financial Regulation issued consent orders against the institution, then called Community Bank of Manatee, in November 2009, requiring the bank to boost capital and improve banking practices. State regulators terminated their interest in the consent order one year later, a press statement from Community Bank said.

Community Bank has fared far better than did Peninsula Bank, an Englewood institution that signed a consent order with the state and FDIC at the same time as Community Bank. Peninsula failed in June and was acquired by Premier American Bank.

Community Bank, headquartered in Lakewood Ranch and with $276 million in assets as of Dec. 31, plans to buy the larger First Community Bank of America, a Pinellas Park-based institution with $470.6 million in assets, creating an institution with 17 branches across Hillsborough, Pinellas, Manatee, Pasco and Charlotte counties.

Shareholders of parent company First Community Bank Corporation of America (NASDAQ: FCFL) are set to vote on the deal April 11. Read more

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Bank crisis far from over
Herald Tribune
By John Hielscher
March 12, 2011

Six months have passed since the region's last bank failure. Just two Florida banks have collapsed so far this year, compared with five at this point last year. But analysts warn there is little reason to celebrate.

"The worst is behind us, but we are far from out of the Everglades on this banking crisis," said Ken Thomas, an expert on Florida banking.

"As last year, we will continue to lead the nation this year in the number of problem banks, those with enforcement actions, and in bank failures, but we will likely see a smaller number, 15 to 20," Thomas said.

Twenty-nine Florida banks failed in 2010, the most in any state and more than double the 14 that were closed in 2009.

Georgia recorded the second-highest rate of bank failures with 21. The two states accounted for nearly a third of the 157 U.S. bank failures last year.

"This is a remarkable statistic," said Thomas, a Miami-based consultant who also is a finance lecturer at the Wharton School of the University of Pennsylvania.

Florida's 247 banks and thrifts lost a combined $1.06 billion last year, an improvement from losses of $2.21 billion in 2009 and $2.76 billion in 2008.

Nearly two-thirds of the state's financial institutions remained in the red in 2010, compared with just 21 percent nationwide. more

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Untold tale behind the First Community Bank of America deal
Tampa Bay Business Journal
by Margie Manning
March 7, 2011


First Community Bank Corporation of America was wooed by at least one other suitor before agreeing to sell itself to CBM Florida Holding Co., the parent company of Community Bank & Co.

A Tampa area bank, identified only as "Bank A," approached First Community in July to talk about a partnership, according to a preliminary proxy filed by First Community with the Securities and Exchange Commission.

First Community (NASDAQ: FCFL), headquartered in Pinellas Park, was receptive; it had been losing money since 2008 as real estate values plummeted and its loan portfolio weakened, and it was in desperate need of fresh capital at a time when few investors were interested in community banks.

Bank A signed a confidentiality agreement with First Community and conducted due diligence throughout August and September — before Bank A decided against a deal, based on a loan analysis, the proxy said. Read more

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Regulators crack down on First Community Bank Corp. of America
Tampa Bay Business Journal
by Margie Manning
March 1, 2011


Federal regulators issued cease and desist orders to First Community Bank Corporation of America and its subsidiary, First Community Bank of America, just days after the holding company and the bank agreed to be acquired by CMB Florida Holding Co.

The cease and desist orders, which are among the more serious orders regulators issue against banks, require First Community to boost capital, improve earnings and cut problem loans, and impose other restrictions on how the bank does business.

The orders were issued Feb. 24 by the Office of Thrift Supervision. They were issued two weeks after First Community Bank Corporation of America (NASDAQ: FCFL), headquartered in Pinellas Park, signed an agreement to be acquired by CMB Florida Holding, the parent company of Community Bank & Co., formerly Community Bank of Manatee. Read more

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Florida bank failures 2010
Housing Wire
by CHRISTINE RICCIARDI
December 21, 2010

Bank failures in Florida have cost the Federal Deposit Insurance Corp. the most money of any state in 2010, according a report by Condo Vultures released Tuesday. The real estate consultancy firm said the 29 bank failures have cost about $2.1 billion in losses to the FDIC's deposit insurance fund, or about 10% of the $22.2 billion in losses so far in 2010.

Since 2008, when the housing bubble burst, 45 Floridian banking institutions have closed for a total loss of $9.7 billion, or 14% of the $69.1 billion total write-off nationwide since that year.
Peter Zalewski, a principal at Condo Vultures, said this data should come as no surprise.

"Consider that 185,000 condominium units — including more than 22,000 in greater downtown Miami – were created alone in the Tri-county South Florida region since 2003," Zalewski said. The Tri-county Florida area encompasses the Miami-Dade, Broward and Palm Beach counties. "It is worth noting the FDIC has been preparing for a rash of Florida bank failures, which is why it opened a 500-person bank seizure and asset sales office in the north Florida city Jacksonville in 2009." Read more

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Are we at the end of local bank failures?
Herald Tribune
by John Hielscher
September 20, 2010

Two Florida Highway Patrol Officers enter the downtown Sarasota branch of Flagship National Bank as federal regulators seized and closed the bank on Friday evening, Oct. 23, 2009

To some in the banking industry, the end of the work week has become known as "Friday Night Lights Out."

After 6 p.m. on Fridays is when officials from the Federal Deposit Insurance Corp., accompanied by other federal or state regulators, walk into an ailing bank and pull the plug.

It has become an all-too-common event in Manatee, Sarasota and Charlotte counties, where eight community banks have failed in the past 25 months.

Thirteen community banks remain standing in the three counties, and — at this point — all appear able to survive in a still-struggling economy.

But Florida banking consultant Ken Thomas is not so sure. He now estimates 30 Florida banks will go down in 2010, up from his prediction of 20 at the start of the year.

"Problem banks are all over Florida, although a few regions like yours with many new banks have a disproportionate amount," Thomas said.

"Florida is for sure the leader in bank failures this year, but I did not anticipate that literally 10 percent of our banking industry would disappear this year, but we are on the way to that happening," he said.

So far, 23 Florida banks have failed this year, nine more than in all of 2009 and nearly 20 percent of the U.S. total. Some 286 banks and thrifts were in business at the start of 2010.

Horizon Bank of Bradenton was the latest failure, on Sept. 10. It became the fourth Manatee County bank to fall during the recession. Read more

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Investors snap up Florida banking bargains
Herald-Tribune
By John Hielscher
July 13, 2010

FLORIDA: Private equity groups have become key players in the acquisitions

Linda F. Beavers, regional Ombudsman with the Federal Deposit Insurance Corp., puts up a press release at the Coral Gables, Fla., headquarters of BankUnited in this May 2009 file photo. North Fork's former CEO, John Kanas, led the private investor groups that last year bought BankUnited, the state's largest bank failure.

As bank failures in Florida continue to mount, new players are swooping in. They are veteran bankers, but not well-known banks. They have raised sizable war chests of cash to snap up the state's sickest banks at bargain prices. These private equity and investor groups also are buying weakened banks that appear salvageable, as well as some healthy banks that need fresh money to grow. They plan to become the new powers in Florida banking. "It's kind of like barbarians at the gate. Would we let them in?" said Florida bank expert Ken Thomas. "Florida is now the banking private-equity capital of the United States." Read more

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BB&T Bank starts to make its presence known in region
Herald-Tribune
By John Hielscher
April 19, 2010

THE SIGNS ARE ALREADY UP, and about 50 BB&T bankers will soon follow into the bank's new regional headquarters in downtown Sarasota.

BB&T, which bought the failed Colonial Bank last year, is consolidating several offices and operations into the 1800 Second St. building. Read more

Community Bank boosts capital

Community Bank of Manatee recently added $4.7 million to its capital coffers, boosting its regulatory capital levels and girding to increase lending.

Chairman/CEO Bill Sedgeman says about $3 million of that capital flowed down from the holding company, CBM Florida Holding Co., which was formed in December when an investor group acquired a majority stake in Community Bank. The rest came from two private investors new to the bank, he said.

The fresh capital will raise capital levels about 1 percentage point. The bank is under a consent order with federal regulators to maintain capital and reduce bad loans.

Sedgeman says loan demand is growing from small- and medium-sized businesses and from home buyers and refinances.

"We are trying to get the word out that we are open to taking new loan applications and for start-up and existing businesses," he said.

A group led by Brazilian businessman Marcelo Lima and former New York investment banker Trevor Burgess bought control of the bank for $11.5 million in December. Existing shareholders added $3.5 million. The bank lost $9.3 million in 2009. Read more

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Failed bank was under federal investigation
Herald-Tribune
By Michael Braga & Matthew Doig
May 16, 2011

First Priority Bank officials were secretly under investigation in 2009 by a federal agent whose office specializes in criminal cases against lenders, state records show. A Federal Deposit Insurance Corp. agent interviewed customers and at least one employee from the failed Bradenton lender while looking for "possible illicit activities of those involved with the bank," according to an FDIC summary provided to Florida law enforcement authorities two years ago.

FDIC officials would not comment on the investigation's status. But the glimpse provided by the Florida Department of Law Enforcement documents suggests a wide-ranging review that examined specific loans to customers, general banking practices and efforts by bank officials to shield information from regulators. Key in the FDIC investigation, according to the summary, were statements made by a former employee who once worked as bank president George Najmy's assistant.

The employee outlined a series of efforts by managers to shield their activities from scrutiny. Among them, bank leaders withheld items from the minutes of meetings and held off-the-books meetings where banking decisions were made.

In addition, the FDLE report states, two customers told an FDIC investigator the bank gave them inflated loans on the condition that they use the extra money to buy stock in the bank. Read more

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Drew J. Breakspear, Commissioner Mr. Breakspear brings 40+ years of experience to the Office of Financial Regulation. He received an MBA from the Harvard Business School and a bachelor’s degree in Economics from the University of Witwatersrand.

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Business briefs Herald-Tribune May 12, 2011
LAKEWOOD RANCH Community Bank closing deal for lender

Community Bank & Co. expects to close its $10 million purchase of First Community Bank of America in Pinellas Park on June 1, now that the Federal Deposit Insurance Corp. has signed off. Lakewood Ranch-based Community will inject $20 million into the combined bank to keep it well capitalized. Community will be a $770 million-asset bank with 17 offices in Manatee, Charlotte, Hillsborough, Pasco and Pinellas counties. Read more

Community Bank Receives Approval from State of Florida for Acquisition of and Merger with First Community Bank of America PRNewswire April 21, 2011

LAKEWOOD RANCH, Fla., April 21, 2011 /PRNewswire/ -- Community Bank & Company today announced that it has received from the State of Florida Office of Financial Regulation, a notice of intent to approve its acquisition of and merger with First Community Bank of America. Community Bank expects to complete the acquisition in the second quarter of 2011 pending FDCI approval. Read more