Brea-based Fremont General Corp., a onetime subprime mortgage lender that has struggled to survive as a bank, is selling branches, deposits and its stake in commercial real estate loans, the company said Monday.

Maryland's CapitalSource Inc. is buying the assets from Fremont to form a California industrial bank.

CapitalSource is set to pay a 2% premium on Fremont's $5.6 billion in deposits.

Fremont's remaining stake in commercial real estate loans it sold off are being bought at a 3% discount.

CapitalSource also is set to pay Fremont $58 million in cash at the closing of the deal.

The purchase price isn't expected to offset the deposits being bought, according to Fremont. So CapitalSource is expected to loan the company $200 million as part of the deal.

The deal doesn't include Fremont's loan servicing business, which is all that's set to be left of the company after the asset sale closes in the third quarter.

Regulators still need to sign off on the deal.

The deal is a fire sale for struggling Fremont.

Last month, federal bank regulators issued a rare ultimatum saying Fremont Investment & Loan, the company’s main business, needs to raise money or face a shutdown by the end of May.

Fremont said it's entering the deal with CapitalSource as a result of the regulatory order.

With the sale, Fremont said it's unable to "to provide any assurances as to whether there will be any funds available to the company, its creditors or its shareholders in view of the amount of the bank's existing obligations and contingent claims."

Late last year, a group of Orange County bankers took over Fremont. Early this year, they moved the company's headquarters from Santa Monica to Brea.