PPFS: Cash & Stock merger; PPFS acquired by Cascade Bancorp (NASDAQ: CACB); for every 1 share of PPFS, shareholders have the right to receive both a) 0.305 shares of CACB & b) $0.0406 in cash; please see the acquiring company's SEC filings for more details (CIK#: 0000865911)

FINRA deleted symbol:

http://otce.finra.org/DLDeletions

Cascade Bancorp Announces Agreement to Acquire Prime Pacific Financial Services in the Greater Seattle Metro Market (4/26/16)

BEND, Ore., April 26, 2016 /PRNewswire/ -- Cascade Bancorp (NASDAQ: CACB or "Cascade") and Prime Pacific Financial Services (OTC PINK: PPFS or "Prime Pacific") today announced that Cascade Bancorp and Prime Pacific have entered into a definitive agreement and plan of merger pursuant to which Cascade will acquire Prime Pacific Financial Services, the holding company of Prime Pacific Bank, a Snohomish county, national banking association with $119.4 million in assets, $94.7 million in net loans, $104.8 million in total deposits at December 31, 2015.

Cascade expects the transaction will result in modest earnings accretion in 2016 (excluding one-time costs) and expects approximately 5% accretion to earnings in 2017. The transaction is projected to be immediately accretive to tangible book value and capital, with a solid internal rate of return.

Terry Zink, President and Chief Executive Officer of Cascade, remarked, "This opportunity expands our commercial banking footprint in the strong Seattle market. Prime Pacific's solid commercial and SBA lending expertise is consistent with our strategy to increase our market share of commercial loans in fast-growing Northwest metropolitan markets. We look forward to welcoming Prime Pacific's banking professionals, customers, and shareholders to our Cascade team."

Glenn Deutsch, President and Chief Executive Officer of Prime Pacific, stated, "Bank of the Cascades is a strong and growing Pacific Northwest community bank that is focused on expanding its presence in the Seattle area. Our bankers are excited to be part of that expansion which will enable us to better serve existing customers and attract new clients as well. Like us, they value high quality customer service and commitment to community. Our customers and employees will benefit greatly from the merger of our two organizations."

Timothy J. McMahon, Chairman of the Prime Pacific Financial Services, Inc. Board of Directors, commented, "In entering into this agreement with Cascade, the Board of Prime Pacific believes that is has both obtained a solid value for our shareholders and also found an excellent partner for our customers and employees going forward. We believe that Cascade's existing presence in the greater Seattle market and their commitment to customers, employees and community will continue the model we have established and present all of our constituents with greater choices going forward."

The board of directors of each company has approved this transaction. The acquisition of Prime Pacific by Cascade is subject to customary conditions, including the approval of Prime Pacific's shareholders and bank regulatory authorities, and is expected to close in the third quarter of 2016. Immediately following the completion of the acquisition, it is anticipated that Prime Pacific Bank will be merged with and into Bank of the Cascades. Directors, select shareholders and executive officers of Prime Pacific have entered into agreements with Cascade and Prime Pacific pursuant to which they have committed to vote their shares of Prime Pacific common stock in favor of the acquisition.

Under the terms of the definitive agreement and upon consummation of the acquisition, holders of Prime Pacific common stock will have the right to receive 0.3050 shares of Cascade common stock for each share of Prime Pacific common stock they own, subject to certain adjustments, including a possible pre-closing special dividend in the event adjusted equity at closing exceeds a minimum equity target. Based on a $5.86 closing price of Cascade's common stock on April 22, 2016, the aggregate merger consideration is approximately $17.1 million, or $1.79 per share of Prime Pacific common stock. Holders of Prime Pacific's stock options will receive stock options for Cascade stock at the exchange ratio. The exchange ratio reflecting the number of shares of Cascade's common stock to be issued in exchange for each share of Prime Pacific common stock is fixed so long as Cascade's stock price remains between $5.10 and $6.90, as measured by the 20-day average volume weighted average price ("VWAP") up to and including the fifth trading day prior to closing of the transaction. The value of the stock consideration will fluctuate based on the value of Cascade's common stock within this range. In the event the VWAP of Cascade's common stock is outside this range, then the exchange ratio will be adjusted. Giving effect to the transaction, and based upon an exchange ratio of 0.3050, Prime Pacific common shareholders will own approximately 3.8% of the outstanding shares of the combined company.

Piper Jaffray & Co. served as financial advisor and Hunton & Williams LLP served as legal counsel to Cascade Bancorp. D.A. Davidson & Co. served as financial advisor and Miller Nash Graham & Dunn LLP served as legal counsel to Prime Pacific Financial Services, Inc.

ABOUT CASCADE BANCORP AND BANK OF THE CASCADES

Cascade Bancorp (NASDAQ: CACB), headquartered in Bend, Oregon, and its wholly owned subsidiary, Bank of the Cascades, operates in the Pacific Northwest. Founded in 1977, Bank of the Cascades offers full-service community banking through 51 branches in Oregon, Idaho and Washington. The Bank has a business strategy that focuses on delivering the best in community banking for the financial well-being of customers and shareholders. It executes its strategy through the consistent delivery of full relationship banking focused on attracting and retaining value-driven customers.

For further information, please visit our website at www.botc.com.

ABOUT PRIME PACIFIC BANK

Founded 20 years ago, Prime Pacific Bank is a full service community bank headquartered in Lynnwood with three branch locations in Lynnwood, Kenmore, and Mill Creek. Providing a full range of retail banking services, Prime has served individuals and small to medium-sized businesses located in the south Snohomish County and northeast King County.

http://www.prnewswire.com/news-releases/cascade-bancorp-announces-agreement-to-acquire-prime-pacific-financial-services-in-the-greater-seattle-metro-market-300258029.html#continue-jump

Marker:
Prime Pacific Financ (PPFS)
$1.71 up 0.02 (1.18%)
Volume: 18,346

Local banks’ merger drama takes a new twist

Originally published October 15, 2015 at 12:40 pm


A proposed marriage between two Snohomish County banks has ended at the altar after the smaller bank’s owners voted it down.

It’s the latest twist in a drama that might seem like soap-opera material, if it weren’t about banks.

Shareholders of Lynnwood-based, thinly traded Prime Pacific Bank voted Wednesday against the all-stock deal with the much larger, privately held Coastal Community Bank of Everett.

“We’re disappointed the merger didn’t go through,” Coastal CEO Eric Sprink said Thursday in an interview. “We think the world of Prime.”

A proposed marriage between two Snohomish County banks has ended at the altar after the smaller bank’s owners narrowly voted it down.

Glenn Deutsch, president and CEO of Prime Pacific, wasn’t immediately available for comment. On its website on Thursday, the bank noted the merger proposal had failed.

The vote tally wasn’t immediately available, but people familiar with the matter said the proposal was narrowly defeated.

In June, the boards of the two banks unanimously voted for a merger after an on-again, off-again courtship: A merger had been first announced in April, but then Prime received and tentatively accepted an unsolicited offer from an undisclosed bank — which subsequently walked away before that deal could be consummated.

The combination of Prime Pacific and Coastal would have created a bank with more than $720 million in assets.

As of June 30, Coastal had nearly $590 million in assets and 12 branches, while Prime had $124 million and 3 branches, according to the Federal Deposit Insurance Corp.

Between the time a merger deal was first struck in April and Wednesday’s vote, a few things changed that may have swayed Prime Pacific’s shareholders.

The bank’s regulator, the Office of the Comptroller of the Currency, in June lifted a consent order it had been operating under since August 2009.

Also, some bank stocks have experienced a lift in recent months amid widespread expectations the Federal Reserve will raise interest rates, which would help improve banks’ margins.

Under the proposed merger, Prime Pacific shareholders would have received slightly less than book value for their shares, or about $13 million in total.

http://www.seattletimes.com/business/local-business/local-banks-merger-drama-takes-a-new-twist/

*I have no idea who it is but I suspect a problem child somewhere within the higher ranks that is single-handedly disrupting these mergers. And maybe he/she is right in that 1X book is a bit on the cheap side. On that point alone I would tend to agree. Or perhaps that's not it at all....maybe the foot dragging is over a job somebody wants with the new and improved bank as part of the deal...?? There are all kinds of deal buster possibilities.

October 15, 2015 Shareholder Letter

http://www.primepacificbank.com/documents/PTG-Q3-2015.pdf

A quick scan reveals common equity at $13.9MM with an outstanding share count of 9.53MM for a BV of $1.46.

Considering the current market value is $1 that would give us a P/B of 0.69

PPFS is selling at a 30% discount to BV.

Net Income for the nine months ending September 30, 2015 was $783K or $0.08 @ share.

P/E would be 12.5

I think it's fair to say this bank is on sale...(but then few banks aren't these days) :(

At the risk of sounding like a broken record we need the fed to raise rates. :( Just do it.

Prime Pacific votes down merger with Coastal Community Bank

Published: Thursday, October 15, 2015, 11:09 a.m.

A proposed merger between Coastal Community Bank in Everett and Prime Pacific Bank in Lynnwood failed on Wednesday night when Prime Pacific’s shareholders voted it down.

Coastal is the largest bank headquartered in Snohomish County and wanted to expand to south Snohomish County by merging with Prime Pacific.

“We knew it was going to be a close vote, but we were surprised and disappointed it didn’t go in our favor,” said Eric Sprink, Coastal’s president and CEO.

Prime Pacific can’t yet disclose the vote tally as part of the merger agreement, said Glenn Deutsch, Prime Pacific’s president and CEO.

Deutsch said he was surprised to some extent with the vote, adding that “you never know how shareholders will ultimately vote.”

Under the merger agreement, Prime Pacific shareholders would have received 0.8047 shares of Coastal Community Bank’s stock for each of theirs.

The merged bank would have been retained the Coastal Community brand.

The two banks held initial talks about merging in 2009 but opted not to. Last year, Deutsch and Sprink resumed the discussion and announced the intent for the merger in April.

Shortly after the public announcement, Prime Pacific was approached by another bank, which submitted an unsolicited proposal to merge, according to a filing with the Securities and Exchange Commission.

Prime Pacific’s board of directors determined that the new offer was a “superior proposal,” and started to negotiate with the third bank, which wasn’t named in the filing.

Before the final deal was reached, the other company withdrew its proposal “based on considerations unrelated to Prime Pacific,” according to the filing.

Coastal has 11 branches with about 140 employees, mainly in central and northern Snohomish County. Prime Pacific has about 30 employees with three branches, two in south Snohomish County and one in Kenmore in King County.

When the merger was announced, Prime Pacific was operating under a consent order from the Office of the Comptroller of the Currency, the result of what the government called unsafe and unsound banking during the recent recession. In June, the business was released from that order.

Prime Pacific Financial Services, the holding company for Prime Pacific Bank, is on track to have three consecutive profitable years. The company booked $783,000 in profit through three quarters this year.

“We put out our financial statements every quarter,” Deutsch said. “Certainly the bank has gotten stronger and stronger as time passes. With the consent order going away, our expenses have gone down.”

Prime Pacific will continue to conduct business and aim to enhance shareholder value, Deutsch said.

“Coastal is a good bank,” Deutsch said. “They’re a good team. We respect them. They’re the biggest community bank in our market.”
Sprink also praised Prime Pacific, which opened in 1995 and is the oldest community bank in Snohomish County.

“Prime’s a great bank with great leadership and we’re excited about them,” Sprink said.

Coastal is performing well. The bank surpassed $600 million in assets this year, an increase of 25 percent over last year, Sprink said.

He said the bank’s board will meet for a strategy session soon.“Customers are still choosing Coastal and we’re excited about that,” Sprink said. “We’ll keep all of our options open and take the next steps as they present themselves.”

If the banks ever talked again about a merger, both would need to start from ground zero, Sprink said.

“This doesn’t foretell anything for either bank,” Sprink said. “It just means at this point in time their shareholders feel they should be an independent bank.”

http://www.heraldnet.com/article/20151015/BIZ/151019325

* This is my first peek into either of these banks. Aside from my main focus in northern Calif I have an interest in the greater Northwest [Seattle] banking activity as well which started with FSWA. Like many many small banks PPFS is a non-reporting bank that trades OTC making financial information harder to dig for.

Marker:
Prime Pacific Financ (PPFS)
$1.00 0.0 (0.00%)
Volume: 0