Trustar Bankshares has entered into an agreement for a $28.1 million private placement led by JCSD Mclean Investors and certain Trustar directors. The financing is intended to provide additional capital as Trustar Bank prepares to complete its previously announced acquisition of certain branches and related assets from Forbright Bank.
Trustar will sell $28.1 million of common stock and, to the extent JCSD’s investment would exceed 9.9% voting ownership, newly created non-voting convertible preferred stock.
The company expects to issue 1,372,700 common shares and 877,300 shares of Convertible, Non-Cumulative Perpetual Preferred Stock, Series A.
Both securities are priced at $12.50 per share.
The private placement is subject to customary closing conditions and is expected to close concurrently with Trustar Bank’s Forbright branch acquisition.
That transaction is subject to regulatory approvals and other customary conditions and was expected to close as early as the fourth quarter of 2026.
Trustar plans to use proceeds for general corporate purposes, including supporting the capital of Trustar Bank after completion of the branch acquisition.
Under the agreement, Trustar will register the common stock held by JCSD, including common shares issued following conversion of the preferred shares, for resale within two years of closing.
Support: Brean Capital provided a fairness opinion to Trustar’s Board of Directors. Troutman Pepper Locke served as legal counsel to Trustar, while Gunster represented JCSD.
KEY QUOTES:
“This investment is an exciting milestone for Trustar and reflects the continued strength and momentum of our franchise. We are delighted by the confidence JCSD and our participating directors have shown in Trustar, our team, and our growth strategy. Together with our previously announced branch acquisition, this additional capital positions us well to continue expanding our franchise, serving our clients and communities, and building long-term value for our shareholders.”
Shaza Andersen, Chief Executive Officer of Trustar Bankshares and Trustar Bank
