CertusBank Sells Small Business Finance Unit

Staff Report From Georgia CEO

Tuesday, March 10th, 2015

BankUnited, Inc. and CertusHoldings, Inc. today announced that BankUnited has entered into a definitive agreement with Certus to acquire Certus’ Small Business Finance Unit in an asset purchase transaction.

The Small Business Finance Unit, consistently one of the top 20 Small Business Administration (“SBA”) lenders in the United States, originates, sells and services small business loans pursuant to the SBA’s 7(a) loan program and CDC/504 loan program and the U.S. Department of Agriculture’s Business & Industry and Community Facilities loan programs.

In connection with the transaction, BankUnited will acquire the Small Business Finance Unit’s loan portfolio, which totaled approximately $203 million as of January 31, 2015, as well as substantially all of its operating assets, and will assume certain of its operating liabilities. The purchase price for the transaction will be a $20 million premium to the tangible net asset value of the acquired assets and the assumed liabilities, subject to adjustment. The transaction is expected to be accretive to BankUnited’s earnings in the first year, with a projected tangible book value earnback period of less than 2 years.

John A. Kanas, Chairman, President and Chief Executive Officer of BankUnited, said, “We are very excited to welcome the Small Business Finance Unit from CertusBank into the BankUnited family. The team’s track record and reputation have been impressive and we believe they are a complementary fit to our dynamic and growing organization.”

John S. Poelker, Chairman, President and Chief Executive Officer of Certus, commented, “This transaction will significantly improve CertusBank’s liquidity and capital positions and allow us to focus our attention on returning to a more traditional community banking structure. The Small Business Finance Unit has consistently been a strong performer for our organization and I’m confident our SBF teammates will continue to excel as they make the transition to BankUnited.”

Closing of the transaction is subject to receipt of required governmental approvals and Certus shareholder approval. The parties expect the transaction to be completed in the second quarter of 2015.

BankUnited’s legal advisors on the transaction are Cadwalader, Wickersham & Taft LLP. Certus’ financial advisors on the transaction are Keefe, Bruyette & Woods, Inc. and Sandler O’Neill + Partners, L.P., and Certus’ legal advisors are Nelson Mullins Riley & Scarborough LLP.