Albina Community Bancorp (ACBCQ)

[Huggy Bear]

I see it the way you do. You aren't being a buzz kill you are being a realist and that is what I appreciate.

Ihub hype is just that. I don't roll like that.

So lets go OPCB and roll all these holdings into a publicly trading entity utilizing the ACBC papers - Now THAT would be a whoo-hooing situation IMO.

[56Chevy]

I don't like being a buzz kill...trust me I'd much rather be wooo-hooing it up with everybody that shareholders got $8 bucks cash.

We'll wait for something more official but in the meantime I think ACBC's shareholders will do very well over time. The ACBC story isn't over. I think it's just beginning actually.

They have a lock on a low-float stock.

Both banks have the deep support, commitment and backing of Mr. Steyer and Ms. Taylor. They aren't going to let this fail if they can help it. I'm sure they have plans bigger than ACBC.

OPCB applied to be a Bank Holding Company and it was granted. So I think it's safe to surmise they didn't do that just for grins. I'm sure its part of a masterplan.

My guess is they're looking for other banks to roll up. Its just a guess but thats' what they NEED to do. They need to get the entire OnePac Bancorp umbrella of companies to at least $1 Billion in assets imo. Right now they're a 2 bank holding company. That may not stay that way forever and can be easily changed.

So they've got work to do....they're only up to about $350MM in assets now. Long ways to go. I would hold on. This isn't over.

[Huggy Bear]

I missed that release and yes, that makes perfect sense. So, newly issued shares around 9.1M worth is a very pragmatic answer to a question with many possible answers. I think you are correct but of course we still do not know all the details at this juncture.

There is always the chance that Albina received more than just the 8.75M for tier requirements. Some goodwill is not out of the question considering assets around 191M. Of course in any distressed scenario I expect to see assets going to pennies on the dollar and even if 8.75M is the only new cash infusion for the controlling stake we still sit to make out well, just not a bunker buster situation which I never expected in the first place.

Thanks for the input. When all is known and if it looks good to me I intend to hold my shares for an eventual recovery to positive earnings with the new infusion and hopeful for a turnaround. A bit of cash over the tier infusion would help that scenario come to fruition......

[56Chevy]

I agree that the details we were given are really confusing...no question.

But Yes..I think we can be sure new shares were issued.

Here are 2 good reasons:

Did you read the FRS Order approving OPCB's BHC application?

I provided the link in a prior post.

Unless they're misinformed...the Federal Reserve is under the impression new shares were issued.

This is from page 1 footnotes:

1 12 U.S.C. § 1842.

2 OnePac Bancorp would directly acquire newly issued shares of Albina Bank, representing 90.1 percent of the latter’s common stock. Under the proposal, Albina Bank’s current parent, Albina Community Bancorp (“Albina Bancorp”), Portland, would retain 9.9 percent of the common stock of Albina Bank.

http://www.federalreserve.gov/newsevents/press/orders/orders20130926a1.pdf

The second reason I think new share were issued is I would almost bet the family farm it [news that no new shares were issued] would have leaked out to Mr. Market...and he would have shot this right up to $8 bucks in a heartbeat...and that didn't happen.

Is it possible Mr. Market doesn't know? Yes. But he rarely misses a big juicy rumor like that!

Deals like that have a way of leaking out...know what I mean! :(

[Huggy Bear]

Good points Chevy, but can we be absolutely sure that ACBC issued new shares for OPCB to acquire for their 90.1% ownership? I was under the impression, perhaps incorrectly, that insiders held 90.1% of the float beforehand and that OPCB would be acquiring those shares for a yet to be disclosed price.

I don't have an issue with your earlier statement, that may indeed be the case but my question is more along the lines of whether the share issuance to complete this acquisition is fait accompli?

Thanks. malc

[56Chevy]

No rules necessary. If any "restrictions" on selling are in place they would be totally self imposed.

OPCB didn't buy one share with the thought of selling..and if they did they would be jerking the rug out from under a company they now control. There is a term for that and its called - 'shooting yourself in the foot'. ":~O

Take your trader cap off for second and put your mega-investor hat on.

If the people over at OPCB were looking to buy and flip another bank stock they could have purchased all they wanted on the open market just like you or I for .40 (or lower)...so why pay .90?? So we know when a large investor infuses cash into a bank like this flipping is never part of their plan. That's good to remember for any future deals like this you might get involved with too.

No. The only way OPCB could get badly needed funds to ACBC was to buy shares directly from ACBC...that's impossible to do thru using the secondary market. OPCB's entire goal here was to infuse cash onto ACBCs' balance sheet..or ACBC faced certain death at the hands of their state & federal regulators. And in exchange for giving ACBC that much cash OPCB gets control and 90.1% of the company. Its only fair but OPCB didn't do it out of the goodness of their hearts..they did it for a reason...they wanted what ACBC had ok. What does ACBC have? Branch offices within OPCB's footprint service area with instant customers ...with loans...making deposits..etc.etc. All those things add up to profits $$$$. And in the end both parties really "won".
ACBC survived ...and OPCB got bigger.

BUT you bring up a very good point Ron3955 - and that is we know at a minimum that 90.1% of all outstanding shares are NOT FOR SALE...not anytime soon anyway..ok..which means we have a very attractive low-float situation here.

If you own this you're holding shares that were no doubt bought way below todays' new and improved book value of approx .90.

Traders of ACBC may not be rejoicing..they were hoping for more of an immediate front-end pop...but investors are still happy as clams....they know their ROI party is yet to come.

[Ron3955]

Chevy, your calculations make perfect sense and would agree that the value of each share would be around what you say, given that the O/S was around 1.07 mil. Now a big question is if the 9 mil. plus shares are restricted insofar as selling in the open market. Is there a lock down period for selling?

I don’t think that OPCB would want to sell any shares at this time, and maybe not for along time, until the PPS reached some respectable levels. More information from both banks regarding this deal would be very helpful.

[56Chevy]

No link to a source exists yet that tells us point blank what OPCB paid per share but we do have other useful info that gives us other good insight into the deal between ACBC and OPCB.

Anytime anyone wants to buy a bank State and Federal regulators have to get involved and to complete this deal OPCB applied to become a bank holding company. Here is the order approving their application to become a BHC. In this document is other useful and insightful info.

http://www.federalreserve.gov/newsevents/press/orders/20130926a.htm

http://www.federalreserve.gov/newsevents/press/orders/orders20130926a1.pdf

The 2nd qtr financial statement gave the number of O/S at 1,073,310.

OPCB bought 90.1% of the company which means 9.1 new shares for each existing share had to be issued and sold. 9.1 X 1,073,310 = 9,767,121

$8.75MM is what OPCB paid in total.

If you divide $8.75MM by 9,767,121 shares it comes to 0.8958 or .90. That is the price OPCB paid.

This number would also closely represent a new book value.

A call to the company would verify the O/S.

[rjbluesky]

Yes, but that money was to shore up the finances as required by law. It will be interesting to see what the next financial says about the worth of the company. Obviously better than it was IMO even with the Preferred Trust Debt.

[BigCat]

If that were the case that would mean they paid over $7 dollars per share...

[rjbluesky]

Which was the $8.75 mil for the 90.1% common stake for OPCB. Other than the $6 mil Preferred Trust Debt, I really don't know what other debt there is. I guess we have to wait for the next financial to see this transaction which could be next year. I just don't understand why OPCB didn't buy ACBC in total?

[BigCat]

I'm thinking it was their cash infusion....

[Huggy Bear]

And I have always taken it as a given that the Perfs would be covered as a part of the agreement or we would have seen a bunch of balking. The FFIEC filings fall way short as to any sort of clarity regarding the commons. It's a pure gamble I freely admit and I did not take a double or triple here against my protective nature. Even if all the commons were aquired for 2M I find that an uber cheap and ultra fair scenario considering the assets but granted, fair and business do not often go hand in hand. I am in largesse holding on the nature of Steve and Kat.

[Huggy Bear]

Nothing is clear to me yet RJ. I am puzzled as to whether the prolonged silence on details and to whether this is a good thing or a shafting. Someone bailed on their 2k shares for a double most likely as holders of the float are clearly nervous.

[rjbluesky]

IMO, OPCB paid the $8.75 mil for the 90.1% common stake in ACBC. I'd like to know about the approximate $6 mil in the Trust Preferred Security debt. What happened to that? Bottom line is I was hoping for a triangular merge with the Hedge Fund.

[BigCat]

Not sure what they paid... That's what we're waiting for.

[xrymd]

Anyone have any idea what price Pacific Capital paid for Abina's stock during the 8.5 million recapitalization? Also any guess to what Albina's tangible book value is?

Thanks

Xry

[BigCat]

These contradicting reports make a huge difference... Poor reporting.

[BigCat]

One PacificCoast Bancorp completes recapitalization of Albina Community Bank

http://www.oregonlive.com/business/index.ssf/2013/10/one_pacificcoast_bancorp_compl.html

Theses two articles aren't consistent with one another...

[BigCat]

One PacificCoast deal for Albina Bank closes

http://www.bizjournals.com/portland/news/2013/10/10/one-pacificcoast-deal-albina-bank-closes.html

[Huggy Bear]

Eventually they will disclose the sum...

[BigCat]

OPCB Receives Approval to Acquire ACBC for Undisclosed Sum
Bank M&A activity continues as banks expand, contract, or line up their departments to add efficiencies. One PacificCoast Bank ($280mm, CA) has received Fed approval to acquire Albina Community Bank ($121mm, OR) for an undisclosed sum. Bridge Bancorp, Inc., the parent company of Bridgehampton National Bank, announced the signing of a definitive agreement to acquire FNBNY Bancorp and its wholly owned subsidiary, the First National Bank of New York (collectively "FNBNY"). East West Bank ($23.3B, CA) will buy the parent company of MetroBank ($1.1B, TX) and Metro United Bank ($457mm, TX) for $273mm in cash and stock or about 1.7x tangible equity.

http://www.mortgagenewsdaily.com/channels/pipelinepress/10012013-new-penn-fha-and-qm.aspx

[Huggy Bear]

Yeah I saw it and tried the link. I will try again tonight I suppose but it is pretty much a done deal now just waiting on the details. The regulators have approved the merger but there might be some I's to dot first I suppose?

Did you ever come up with a napkin estimate on how much capital is needed to get to Tier requirements?

[BigCat]

There's a sticky on the bank board that buoy can pull it up... It has the link and everything.

[Huggy Bear]

Joey, that one link to the fins wouldn't work for me yesterday.

And I guess final approval of merger does not mean the merger itself is quite complete yet? Stretching....

[Huggy Bear]

Crickets !!!

[BigCat]

Well, maybe we find out Monday morning...

[Huggy Bear]

Inquiring minds want to know !!! Release the Kraken in AH !!! Either he eats us or we send him to conquer Alexandria.

[Huggy Bear]

If net after trust debt and recap was even 4M it's a winner.

[rjbluesky]

Good points Malc. How much does ACBC get from OPCB for the 90% ownership. There is that $6 mil Trust Security Debt but if ACBC gets $100 mil who cares? lol.

[Huggy Bear]

I'm in the field. Crunch this for me. Number value in USD of funds already in Tiers. Then required further cap infusion needed to get to ten and twelve percent respectively. Should give us a ballpark of cap influx offset by our assets.

[BigCat]

Absolutely... Not gonna do it though. I've been crunching numbers all day!!!

[Huggy Bear]

Any of us could pull a double off the bid and ride free.

[BigCat]

Ahhhhhhhh!!!! Someone Punch me in the FACE!!!!! Hahaha

[Huggy Bear]

Me neither. The Q is after recap necessities what asset value is left? 10M? 1M? What if only prefs get paid out in remaining value? Lots of possible scenarios.

[BigCat]

Yeah, that's exactly what has me so Anxious/Nervous... I don't even want to post any projections. Hahah

[Huggy Bear]

We either get a nice return here or our clocks cleaned. We won't know jack definitely until details are released.

[BigCat]

Nigh it is Malc, nigh it is my friend...

[BigCat]

How quick will that consent order be released?

Many times when those are released these stocks soar...
And with a share structure like this we know how quickly this could breakout.

[Huggy Bear]

Little doesn't doubt it would go thru. We own significant assets and also need significant recap. The day of reckoning is nigh lol...

[BigCat]

.41 x .65 now.

Exactly, who knows... They've had plenty of time so I'd say they're ready as well.

About 1 million shares being bought... I'm more anxious now than ever... A little nervous too. Actually More anxious than nervous but definitely more than a little nervous... I've accumulated way more than I ever planned!

[rjbluesky]

I'd say they are ready to go but who knows for sure?

[BigCat]

One PacificCoast Approved to Buy Majority Stake in Oregon Bank

BY SARAH TODD
SEP 26, 2013 3:01PM ET
SHARE COMMENT A A A
One PacificCoast Bancorp (OPCB) in Oakland, Calif., has received regulatory approval to acquire a controlling stake in Albina Community Bancorp (ACBC) in Portland, Ore.
The $121 million-asset Albina will sell 90.1% of its common stock to OnePac and its holding company, One PacificCoast Foundation, according to a Federal Reserve order dated Wednesday. Plans for the sale were first announced in January.
OnePac currently has $291 million of assets $228 million of deposits. It operates four branches in California, Oregon and Washington, according to the Federal Deposit Insurance Corp.
Albina and OnePac will continue operating separately after the sale, according to the Fed order. Albina has five offices in Portland, Ore.
Albina's bank unit has been operating under a consent order since March 2010. The order includes directives to maintain a minimum Tier 1 leverage ratio of 10% and minimum total risk-based capital of 12%; reduce classified assets and commercial real estate concentrations; and maintain a fully funded allowance for loan losses.
The acquisition will bring Albina into compliance with the capital requirements and allow Albina to continue improving asset quality, according to the order. OnePac plans to appoint two directors to Albina's board and to advise the bank on risk-management policies.

[BigCat]

Do you think the details will be released today... Maybe Monday?

Hmmm interesting how this seems to be on mute right now... No impact so far it seems.

Maybe awhile still... Who knows. Haha

[BigCat]

One PacificCoast Approved to Buy Majority Stake in Oregon Bank

http://www.americanbanker.com/issues/178_187/one-pacificcoast-approved-to-buy-majority-stake-in-oregon-bank-1062442-1.html

No Details...

[Huggy Bear]

Not much in there regarding Albina, but when Tom and Kat take over the show I expect to see a better run community bank for sure. Now let's just hope they keep the publicly trading aspect intact or better yet, roll the whole operation into one entity.

[BigCat]

Nothing too crazy just a small grant... It was nice to see a little news on One PacificCoast... It's been awhile since we've seen anything on either bank. Loving the action on ACBC lately... Although not much volume it's doing the slow creep upward. .40 x .65 right now!

The Deal is getting clser everyday I'm sure. As 56 pointed out it usually takes about 9 Months to finalize so October or November look like likely candidates for the information release. Looking forward to it!

[Huggy Bear]

Thanks !!! Initial thoughts?

[BigCat]

One PacificCoast Bank, Albina Community Bank

http://m.bizjournals.com/sanfrancisco/blog/2013/09/cdfi-traeasury-grants-san-francisco.html?r=full

[SaltyMutt]

I think that during the month of October we'll see the pps move past a buck.