F.N.B. Corporation (NYSE:FNB) entered into a definitive agreement to acquire Howard Bancorp, Inc. (NasdaqCM:HBMD) for approximately $420 million on July 12, 2021. Pursuant to the terms of agreement, each outstanding share of Howard common stock was converted into the right to receive 1.8 shares of the common stock of F.N.B., with cash paid in lieu of fractional shares. Additionally, each outstanding option to purchase shares of Howard common stock pursuant to Howard's 2013 Equity Incentive compensation plan was converted into an option to purchase a number of shares of F.N.B. common stock and each outstanding restricted stock unit under such plan was converted into a restricted stock unit of F.N.B. common stock. Pursuant to the merger agreement, Howard Bancorp, Inc. will, merge with and into F.N.B. Corporation, so that F.N.B. is the surviving company in the merger. Immediately after the merger is completed, Howard Bank, subsidiary of Howard Bancorp, Inc., will merge with and into First National Bank of Pennsylvania, subsidiary of F.N.B. Corporation, with First National Bank of Pennsylvania being the surviving entity. Howard has agreed to pay F.N.B. a termination fee of $15 million upon termination. F.N.B. will appoint two current directors of the Howard board of directors, to be mutually selected by the parties, to serve as the Chairperson and Vice Chairperson of the F.N.B.

The transaction is subject to approval of the merger by Howard stockholders; the effectiveness of the Form S-4 registration statement to be filed by F.N.B, authorization for listing on the New York Stock Exchange of the F.N.B. common stock to be issued in the Merger; receipt of required regulatory and other approvals, including the approvals of the Board of Governors of the Federal Reserve System, the Office of the Comptroller of the Currency and the Maryland Office of the Commissioner of Financial Regulation, and the expiration of all applicable statutory waiting periods. The transaction has been unanimously approved by the Boards of Directors of both companies. The shareholders meeting of Howard Bancorp, Inc. is scheduled on November 9, 2021. As of October 26, 2021, F.N.B. has received all required federal and state regulatory clearances for the completion of the merger. As of November 9, 2021, Howard shareholders approved the transaction. F.N.B. and Howard expect to complete the transaction and integration in early 2022. As of November 5, 2021, the merger closing is expected to occur on January 22, 2022. FNB expects the merger to be 4% accretive to earnings per share with fully phased-in cost savings on a GAAP basis and expects the merger to enhance FNB's profitability metrics.

Ben Barnhill, John Jennings, Ann Murray, Maurice D. Holloway, Nikki Lee, Allie Nagy and Mason Gregory of Nelson Mullins Riley & Scarborough, LLP acted as legal advisors to Howard Bancorp. Gary R. Walker of Reed Smith LLP acted as legal advisor to F.N.B. Morgan Stanley & Co. LLC served as financial advisor to F.N.B. Keefe, Bruyette & Woods, A Stifel Company, served as financial advisor and opinion provider to Howard. Computershare, Inc. acted as the transfer agent to Howard and Broadridge Corporate Issuer Solutions, Inc. acted as the transfer agent to F.N.B. Georgeson LLC acted as the information agent to Howard and will receive a fee of $8,000 for its services. Howard agreed to pay KBW a total cash fee equal to 1.1% of the aggregate merger consideration, $0.4 million of which became payable to KBW with the rendering of KBW's opinion and the balance of which is contingent upon the closing of the merger.

F.N.B. Corporation (NYSE:FNB) completed the acquisition of Howard Bancorp, Inc. (NasdaqCM:HBMD) on January 22, 2022. On or about February 5, 2022, Howard Bank will merge with and into First National Bank of Pennsylvania, with First National Bank of Pennsylvania continuing as the surviving bank. The customer and branch branding conversion is scheduled to be finalized on February 7, 2022. Upon completion of the system integration on February 7, 2022, all Howard customers will have access to FNB's enhanced online and mobile banking technology, including its award-winning mobile banking app and proprietary eStore. Shares of Howard common stock will no longer be traded on NASDAQ.