Cornerstone Home Lending Completes Acquisition of The Roscoe State Bank

Creates Highest Initially Capitalized Bank in Texas History  

HOUSTON, October 3, 2022 — Cornerstone Home Lending, one of the nation’s premier independent residential mortgage companies, today announced the completion of its previously announced acquisition of and merger with The Roscoe State Bank of Roscoe, Texas. The merger results in the formation of Cornerstone Capital Bank (the “Company”), which will hold more than $380 million in regulatory capital and greater than $1.5 billion in assets. Its formation creates the highest initially capitalized new bank in Texas history. Cornerstone Capital Bank will operate in three business segments: mortgage lending and servicing, commercial and retail banking, and institutional banking. “This exciting transaction allows us to provide more comprehensive financial services to our customers nationwide,” said Marc Laird, Founder, Chairman, and CEO of Cornerstone. “We will create a category-defining experience that will strengthen our existing businesses and reinforce our mission of providing a positive difference in the lives of others.” Roscoe’s Chairman and Chief Executive Officer John W. Jay added, “We’re thrilled to team up with Cornerstone, combining two family-owned organizations with a long history of serving the needs of others. This transaction will allow us to better serve existing customers and provide a platform for future growth and diversification." Cornerstone expects to realize compelling strategic and financial benefits from the transaction, including:

• Increasing engagement and product expansion to more than 500,000 U.S. families and mortgage referral sources served by Cornerstone since inception.
• Enabling Cornerstone to offer new products, services, and resources through advanced technologies to better serve customers, including mobile banking, video banking, online banking, and fee-free checking.
• Attracting new customers through the addition of commercial banking services that leverage Cornerstone’s exceptional brand.
• Diversifying and increasing earnings, reducing average cost of funds, and generating additional and recurring net interest income.
• Enhancing resiliency over various economic cycles.

The Company announced today that Scott Almy has been appointed to serve as Chief Executive Officer of Cornerstone Capital Bank, and that Scott has joined Cornerstone’s board of directors. Scott brings more than 30 years of banking and mortgage industry experience to Cornerstone Capital Bank, including executive assignments with both public and private community and regional banks. Most recently, he served as Executive Vice President, Chief Operating Officer at LegacyTexas Bank and its publicly traded holding company, one of the fastest growing banking franchises the Southwest. Marc Laird will remain as Chairman of the Company. "We believe in our ability to help usher in a new model in financial services, balancing the exceptional service record of two respected and historically successful organizations. I’m honored to join Cornerstone at an exciting time, and to work with such talented and dedicated team members,” said Scott Almy. “We look forward to extending the success of two respected brands, expanding our scope of services, and continuing our commitment to being known as a preferred workplace.” In addition, Cornerstone announced that Adam Laird, Cornerstone’s current President, has been named Chief Executive Officer - Mortgage Banking, with continued responsibility for overseeing Cornerstone’s nationally respected mortgage lending origination and servicing business. “This is an incredible milestone for Cornerstone,” said Adam Laird. “The strategic combination of mortgage lending, loan servicing, commercial and digital banking, and additional financial services and products, together with caring team members and our award-winning culture, will propel our continued success for generations to come.” After closing, Cornerstone Capital Bank will continue to operate its residential mortgage operations under its longstanding “Cornerstone Home Lending” brand. Cornerstone Capital Bank will continue to operate under the “Roscoe” name in Nolan County and Bastrop County, Texas markets, and as “Cornerstone Capital Bank” in metropolitan Texas and digital markets. Cornerstone plans to add seasoned commercial lending and digital services bankers beginning in 2022 and announced that Chuck Phelan, former regulator and executive with national correspondent bank TIB, N.A., and Mary Clouthier, experienced regulator and commercial bank executive, have been appointed to serve as Cornerstone’s Chief Financial Officer and Chief Risk Officer, respectively. Brook Silvestri, most recently with Texas Capital Bank, joins Cornerstone as Executive Vice President, Institutional Bank. David Fraser, formerly with both Texas Capital Bank and Veritex Community Bank, is expected to serve as Chief Credit Officer beginning in the fourth quarter. In addition to Marc Laird, Adam Laird, and Scott Almy, Cornerstone’s board of directors will be comprised of experienced bankers and bank advisors including John Jay, Molly Curl, Howard Key, and Mark Williamson.

Advisors

Otteson Shapiro LLP served as legal advisor to Cornerstone, and Scott Almy served as its business advisor. Piper Sandler & Co. served as financial advisor to The Roscoe State Bank in connection with the transaction, and Holland & Knight LLP served as its legal counsel.