SENECA FALLS — The transaction that involves a Rochester–based credit union acquiring substantially all the assets and liabilities of Generations Bank in Seneca Falls is expected to become official in the middle part of 2025.

ESL Federal Credit Union, Generations Bank, and its parent company Generations Bancorp NY, Inc. (NASDAQ: GBNY) on Sept. 24 announced their purchase and assumption agreement. Under the pact, ESL Federal Credit Union will acquire substantially all the assets and liabilities of Generations Bank in an all-cash transaction, or what the parties involved refer to as the P&A transaction.

As consideration for the P&A transaction, ESL Federal Credit Union will pay Generations $26.2 million in cash and Generations Bank will retain its equity at the effective time of the P&A transaction, “less certain reductions and additions,” per the announcement.

The boards of directors of ESL Federal Credit Union and Generations Bank unanimously approved the agreement. The P&A transaction is expected to close late in the second quarter or in the third quarter of 2025, subject to receiving all regulatory approvals, approval by Generations Bancorp’s shareholders and other customary closing conditions.

This transaction allows ESL Federal Credit Union to “significantly grow” its presence throughout the Greater Rochester and Finger Lakes region, bringing personal banking, business banking, mortgage services, and wealth management to customers throughout Seneca, Cayuga, and Orleans counties, while expanding its footprint in Ontario County as well. Upon completion of the P&A transaction, ESL is anticipated to have total assets of about $9.6 billion and will increase its footprint to more than 30 full-service branches throughout the Greater Rochester and Finger Lakes region.

“This deal is a strong fit for ESL and Generations because both organizations are committed and dedicated to serving their employees, customers and their communities,” Faheem Masood, president and CEO of ESL Federal Credit Union, said in the announcement. “We look forward to our future as a stronger, growing financial institution, and bringing the superior experiences we are known for to employees and customers in new communities.”

Angela Krezmer, president and CEO of Generations Bank, had the following comment about the transaction. “We are very excited about our new partnership with ESL Federal Credit Union. The synergy created by combining these two companies coupled with the financial strength of the combined institution will [ensure] that our customers, our employees and our communities have expanded financial services and membership benefits going forward. We also believe it reflects our commitment to enhance the value to our shareholders,” she said.

About the deal

Following the completion of the P&A transaction and after all of the respective obligations of Generations Bancorp and Generations Bank are settled or otherwise accounted for, Generations Bank will liquidate and Generation Bancorp will distribute its assets to its shareholders, likely in two separate payments

Generations Bancorp’s shareholders are currently estimated to receive an aggregate of between $18 and $20 in cash in exchange for each share of Generations Bancorp common stock owned, or the “per share consideration.” It is expected that the per share consideration will be distributed in two payments with the substantial majority of the total per share consideration expected to be distributed within six to nine months following the closing of the P&A transaction, and the balance of the per-share consideration to be distributed six to nine months after the first payment.

In the P&A transaction, ESL was advised by Performance Trust Capital Partners of Chicago, Illinois, as exclusive financial advisor; and Harter Secrest & Emery LLP of Rochester and Detroit, Michigan–based Honigman LLP, as legal counsel. Generations was advised by Keefe, Bruyette & Woods of New York City, a Stifel Company as exclusive financial advisor, and Luse Gorman, PC of Washington, D.C., as legal counsel.