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Republic Bank & Trust Company To Expand Through A Purchase And Assumption Agreement With H&R Block Bank

Stocks in this article: RBCAA

Republic Bank & Trust Company (“RB&T”), a wholly-owned subsidiary of Republic Bancorp, Inc. (NASDAQ: RBCAA) (“Republic” or the “Company”), is pleased to announce that it has entered into a Purchase and Assumption Agreement (the “Agreement”) with H&R Block Bank (“HRBB”) to acquire certain assets and substantially all of the deposits of HRBB (the “P&A Transaction”). RB&T will not acquire HRBB’s sole banking center location in Kansas City, Missouri.

RB&T and H&R Block, Inc. and its affiliates are currently in separate contract negotiations to enter into a Joint Marketing Master Services Agreement (“MSA”) and a related Receivables Purchase Agreement (“RPA”). Pursuant to the MSA, RB&T would offer H&R Block-branded financial services products to H&R Block’s clients. Under the RPA, a portion of the loans originated by RB&T under the MSA may be participated to an H&R Block affiliate, at the option of that affiliate. There can be no assurance that the parties will successfully negotiate and execute the MSA and the RPA, nor can there be any assurance with respect to the final terms and conditions of these agreements.

“H&R Block is the world’s largest consumer tax services provider and we are excited about the possibility of serving their clients on a long term basis,” commented Steve Trager, Chairman & CEO of Republic.

As part of the P&A Transaction, RB&T will acquire HRBB non-cash assets projected to be approximately $3 million at closing. In addition, RB&T will assume approximately $470 million in projected customer deposits. The net amount of projected non-cash deposits less projected assets, estimated at approximately $467 million, will be paid in cash by HRBB to RB&T at closing.

All of the assets acquired and all of the liabilities assumed by RB&T as part of the P&A Transaction will be done so at HRBB’s book value. The completion of the P&A Transaction is subject to multiple regulatory approvals and the completion of the MSA and RPA by September 30, 2013. The Agreement requires that all regulatory approvals must be received by September 30, 2013 in order for the P&A Transaction to occur in 2013. If any regulatory approvals are obtained after September 30, 2013, the Agreement requires that the P&A Transaction will occur between April 30, 2014 and June 18, 2014. RB&T’s goal is to complete the P&A Transaction in 2013. RB&T’s ability to offer H&R Block-branded financial services products to H&R Block’s clients under the new MSA will be contingent upon the successful completion of the P&A Transaction.

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