IF YOU
PURCHASED STERLING BANCORP, INC. COMMON STOCK DURING THE PERIOD BEGINNING NOVEMBER 17, 2017, THROUGH MARCH
17, 2020, YOU MAY BE ENTITLED TO PAYMENT FROM A CLASS ACTION
SETTLEMENT.
PLEASE BE ADVISED THIS
SETTLEMENT IS SPECIFICALLY FOR STERLING BANCORP, INC. COMMON STOCK (TICKER:
SBT) (CUSIP: 85917W102)
The information contained on
this web page is only a summary of information presented in more detail in the Notice
Of Pendency Of Class Action And Proposed Settlement, Final Approval Hearing,
And Motion For Attorneys’ Fees And Reimbursement Of Litigation Expenses (the
“Notice”), which you can access by clicking here. Since this website is just a summary, you
should review the Notice for additional information.
Notice
of Pendency of Class Action: Please
be advised that your rights may be affected by the above-captioned securities
class action (the “Action”) pending in the United States District Court for the
Eastern District of Michigan (the “Court”), if, during the period from November
17, 2017, through and including March 17, 2020 (“Settlement Class
Period”), you purchased or otherwise acquired common stock of Sterling Bancorp,
Inc. (“Sterling” or the “Company”), including pursuant to the Company’s initial
public offering and were damaged thereby.1
Notice
of Settlement: Please also be advised
that the Court-appointed Lead Plaintiff, Oklahoma Police Pension and Retirement
System (“OPPRS” or “Lead Plaintiff”), on behalf of itself and the Settlement
Class (as defined in question number 5 of the Notice), have reached a proposed
settlement of the Action for $12,500,000 in cash (“Settlement”).
PLEASE READ
THE NOTICE CAREFULLY. The Notice explains important rights you may have,
including the possible receipt of a payment from the Settlement. If you are a
member of the Settlement Class, your legal rights will be affected whether or
not you act. If you have questions about the Notice, the proposed Settlement,
or your eligibility to participate in the Settlement, please DO NOT contact the
Court, Sterling, the other Defendants in the Action, or their counsel. All
questions should be directed to Lead Counsel or the Claims Administrator (see
question number 7 of the Notice).
Description
of the Action and the Settlement Class: The
Settlement, which is subject to Court approval, resolves this Action – a class
action brought in federal court by Lead Plaintiff OPPRS, on behalf of itself
and others who purchased or otherwise acquired Sterling common stock during the
Settlement Class Period, over whether Sterling and its former executive officers
Gary Judd, Thomas Lopp, Michael Montemayor (“Officer Defendants”), founder
Scott Seligman, current and former directors Barry Allen, Jon Fox, Seth
Meltzer, Sandra Seligman, Peter Sinatra, Benjamin Wineman, and Lyle Wolberg
(“Director Defendants”), and underwriters Piper Sandler Companies and American
Capital Partners, LLC (“Underwriter Defendants”) (Sterling and the Officer
Defendants, Director Defendants, Underwriter Defendants, and Scott Seligman are
collectively referred to as “Defendants”) misled investors about Sterling’s
core product, the Advantage Loan Program (or “ALP”), as being Bank Secrecy Act
(“BSA”)/Anti-Money Laundering (“AML”) compliant, as well as about the Company’s
alleged disciplined and conservative underwriting procedures, strong risk
management practices, internal controls, strong financial results, and growth
driven by ALP residential mortgage loan growth. The proposed Settlement, if
approved by the Court, will settle claims of the Settlement Class, as defined
in question number 5 of the Notice.
Statement of the Settlement Class’s Recovery: Subject to Court approval, Lead Plaintiff, on behalf
of itself and the Settlement Class, has agreed to settle the Action in exchange
for $12.5 million in cash (the “Settlement Amount”) to be deposited into an
escrow account. The Net Settlement Fund (i.e., the Settlement Amount
plus any and all interest earned thereon (the “Settlement Fund”) less (i) any
Taxes; (ii) any Notice and Administration Costs; (iii) any Litigation Expenses
awarded by the Court; (iv) any attorneys’ fees awarded by the Court; and (v) any
other costs or fees approved by the Court) will be distributed in accordance
with a plan of allocation that is approved by the Court. The proposed plan of
allocation (the “Plan of Allocation”) is set forth at pages 12 to 15 of the
Notice. The Plan of Allocation will determine how the Net Settlement Fund shall
be allocated among members of the Settlement Class.
Estimate of Average Amount of Recovery: Based on Lead
Plaintiff’s consulting damages expert’s estimate of the number of shares of
Sterling common stock purchased or otherwise acquired during the Class Period
that may have been affected by the conduct at issue in the Action, and assuming
that all Settlement Class Members elect to participate in the Settlement, the
estimated average recovery (before the deduction of any Court-approved fees,
expenses, and costs described herein) is $0.82 per affected common share.
Settlement Class Members should note, however, that the average recoveries
provided herein are only estimates. Some Settlement Class Members may recover
more or less than these estimated amounts depending on, among other factors,
when and at what price they purchased or otherwise acquired or sold their
Sterling stock, and the total number and value of valid Claim Forms submitted.
Distributions to Settlement Class
Members will be made based on the Plan of Allocation as set forth herein (see
pages 12 to 15 of the Notice) or such other plan of allocation as may be
ordered by the Court.
Average Amount of Damages Per Share: The Parties do not agree on the average amount of
damages per share that would be recoverable if Lead Plaintiff were to prevail
in the Action. Among other things, Defendants do not agree with the assertion
that they violated the federal securities laws or that any damages were
suffered by any members of the Settlement Class as a result of their
conduct.
Attorneys’ Fees and Expenses Sought: Lead Counsel, Berman Tabacco, has been prosecuting
the Action on a wholly contingent basis since its appointment as Interim Lead
Counsel on May 1, 2020, and has not received any payment of attorneys’ fees for
its representation of the Settlement Class, and has advanced the funds to pay
expenses necessarily incurred to prosecute this Action. Lead Counsel will apply
to the Court for an award of attorneys’ fees in an amount not to exceed 25% of
the Settlement Fund. In addition, Lead Counsel will apply for the payment of
litigation expenses incurred in connection with the institution, prosecution,
and resolution of the Action in an amount not to exceed $90,000, which may
include an application for reimbursement of reasonable costs and expenses
incurred by Lead Plaintiff directly related to their representation of the
Settlement Class, pursuant to the Private Securities Litigation Reform Act of 1995
(“PSLRA”). Any fees and expenses awarded by the Court will be paid from the
Settlement Fund. Settlement Class Members are not personally liable for any
such fees or expenses. The estimated average cost for such fees and expenses,
if the Court approves Lead Counsel’s fee and expense application, is $0.21 per
affected common share.
Identification of Attorneys’ Representative: Lead Plaintiff
and the Settlement Class are represented by Kristin J. Moody, Esq. of Berman
Tabacco, 44 Montgomery Street, Suite 650, San Francisco, CA 94104; (415)
433-3200; law@bermantabacco.com.
Reasons for the Settlement: Lead Plaintiff’s principal reason for entering into
the Settlement is the substantial and certain recovery for the Settlement Class
without the risk or delays inherent in further litigation. Moreover, the
substantial recovery provided under this Settlement must be considered against
the significant risk that a smaller recovery – or indeed no recovery at all –
might be achieved after contested motions, a trial of the Action, and the
likely appeals that would follow a trial. This process could be expected to
last several years. Defendants, who deny that they have committed any act or
omission giving rise to liability under the federal securities laws, are
entering into the Settlement solely to eliminate the uncertainty, burden, and
expense of further protracted litigation.
Your Legal Rights and Options
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You Can:
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That Means:
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Submit a Claim Form Received or Postmarked by August
10, 2021
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This is the only way to
be eligible to receive a payment from the Settlement Fund. If you are a
Settlement Class Member and you remain in the Settlement Class, you will be
bound by the Settlement as approved by the Court and you will give up any
Plaintiffs’ Released Claims (defined in question number 12 below) that you
have against Defendants and the other Defendants’ Releasees (defined in
question number 12 below), so it is in your interest to submit a Claim Form.
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Exclude Yourself by Submitting a Written Request for Exclusion Postmarked by August 26, 2021
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If you exclude yourself
from the Settlement Class, you will not be eligible to receive any payment
from this Settlement and will not be part of the Settlement Class and will
not be bound by any Judgment. This is the only option that allows you to ever
be part of any other separate lawsuit, including your own lawsuit, concerning
the Plaintiffs’ Released Claims.
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Object by Submitting A Written Objection Received or Postmarked by August 26, 2021
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If you remain part of
the Settlement Class but have an objection to the Settlement, or some part of
it, or the requested attorneys’ fees or expenses, you can write to the Court
to explain why.
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Attend a Hearing via Zoom on September 23, 2021
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Filing a written
objection and notice of intention to appear by August 26, 2021, allows
you to speak in Court, at the discretion of the Court, about the fairness of
the proposed Settlement, the Plan of Allocation, and/or the request for
attorneys’ fees and litigation expenses. If you submit a written objection,
you may (but you do not have to) attend the hearing and, at the discretion of
the Court, speak to the Court about your objection. UPDATE: The Final Approval Hearing before District Judge Judith E. Levy has been
rescheduled. The Final Approval Hearing will take place on September 23, 2021
at 03:00 PM via Zoom Webinar. Please see the Notice to Appear by Video Conference, located on the Court Documents page, for more information.
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Do Nothing
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If you are a member of
the Settlement Class and you do not submit a valid Claim Form, you will not
be eligible to receive any payment from the Settlement Fund. You will, however, remain a Member of the
Settlement Class, which means that you give up your right to sue about the
claims that are resolved by the Settlement and you will be bound by any
judgment or orders entered by the Court in the Action.
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