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CPBO: Merged with Pacific Continental Corporation. Symbol: PCBK. The merger consideration consists of either cash equal to $16 per share or 1.132 shares of Pacific Continental Corporation common stock for each share of Capital Pacific Bancorp common stock owned.
Finra deleted symbol.
http://otce.finra.org/DLDeletions
Great prospecting job... again.
Merger announced 11 months after discovery.
CPBO closed at $9.35 (11/18/14)
Press Release issued 8:15PM
Pacific Continental Corporation Announces Acquisition Of Capital Pacific Bancorp (11/19/14)
Two Pacific Northwest Community-Focused Business Banks Agree to Merge in a Strategic Combination
EUGENE, Ore., Nov. 19, 2014 /PRNewswire/ -- Pacific Continental Corporation (NASDAQ: PCBK) (the "Company"), the holding company of Pacific Continental Bank, announced the signing of a definitive agreement to acquire Capital Pacific Bancorp (OTCQB: CPBO) ("Capital Pacific"), the holding company of Capital Pacific Bank, headquartered in downtown Portland, Oregon. As of September 30, 2014, Capital Pacific had $255.9 million in total assets, $201.1 million in gross loans and $227.2 million in total deposits. The combination will significantly increase the Company's presence in the Portland market with pro forma Metropolitan Portland loans and deposits of $591.1 million and $483.9 million, respectively.
Under the terms of the agreement, which has been unanimously approved by the boards of directors of Pacific Continental Corporation, Pacific Continental Bank, Capital Pacific Bancorp and Capital Pacific Bank, the shareholders of Capital Pacific will have a choice between electing to receive either $16.00 per share in cash or 1.132 shares of the Company's common stock for each share of Capital Pacific common stock or a combination of 40.0% in the form of cash and 60.0% in the form of the Company's common stock. Based on a $13.77 closing price of the Company's common stock on November 19, 2014, the aggregate consideration for Capital Pacific was approximately $42.4 million, or $15.75 per share of issued and outstanding Capital Pacific common stock. The number of shares of the Company's common stock to be issued to Capital Pacific shareholders is based on a fixed exchange ratio provided that the Company's stock price remains between $12.01 and $16.25 as measured by the 20-day average closing price of Pacific Continental common stock shortly before closing. The value of the stock portion of the consideration will fluctuate based on the value of the Company's common stock. To the extent the average closing price of the Company's common stock is outside this price range, then the exchange ratio will adjust.
Hal M. Brown, chief executive officer of Pacific Continental Bank, commented, "Capital Pacific Bank and Pacific Continental Bank are coming together as two great business banking franchises with two celebrated cultures." Brown added, "We are excited to increase our presence in the Portland market and this combination allows us to deploy a portion of our current capital base into a compelling investment."
"This merger is a partnership where we can seamlessly blend the best of both organizations to expand services and benefits, and continue our emphasis on value to clients, employees and the community," said Mark C. Stevenson, president and chief executive officer of Capital Pacific Bancorp. "Pacific Continental will benefit from our respected expertise serving non-profit organizations and local businesses, our talented team of bankers, and our industry-leading role in sustainability. Our shareholders will also benefit from the mix of stock and cash consideration paid, which will provide liquidity and the ability for our shareholders to remain invested with Pacific Continental Corporation."
Roger S. Busse, president and chief operating officer of Pacific Continental Bank, commented, "Capital Pacific has created an attractive franchise that is well-respected in the community and we recognize the tremendous value of joining together our two banking organizations. This acquisition will provide us with meaningful operational scale for our Portland footprint." Busse continued, "We will continue to provide superior client service in the combined company and we welcome the Capital Pacific employees and are honored to work with them as partners going forward."
The Company expects that, upon consummation in 2015, the transaction will be immediately accretive to earnings per share excluding non-recurring merger related expenses.
The transaction is expected to close by the end of the first quarter of 2015, subject to satisfaction of customary conditions of closing including receipt of required regulatory approvals and approval by the shareholders of Capital Pacific Bancorp. Upon closing, one current director of Capital Pacific will join the Company's board of directors.
On a pro forma combined basis, with the proposed acquisition of Capital Pacific, the Company would have total assets of $1.7 billion, total loans outstanding of $1.2 billion and total deposits of $1.4 billion as of September 30, 2014 (unaudited).
A conference call is scheduled for 11:00 a.m. PT / 2:00 p.m. ET on Thursday, November 20, 2014 and can be accessed by calling: (866) 295-1423.
Inquiries
•Analyst and shareholder: Mick Reynolds, (541) 686-8685, mick.reynolds@therightbank.com
•Client: Robert Harding, (541) 686-8685, robert.harding@therightbank.com
•Media: Michael Dunne, (541) 686-8685, michael.dunne@therightbank.com
Additional Information
An investor presentation for this transaction can be accessed from Pacific Continental's 8-K filing with the SEC or at http://www.therightbank.com.
Advisors
D.A. Davidson & Co. served as financial advisor and Pillsbury Winthrop Shaw Pittman LLP served as legal counsel to Pacific Continental. Capital Pacific was advised by Wedbush Securities, Inc. and Feldman Financial Advisors, Inc. as financial advisors and Feldman Financial Advisors, Inc. has provided a fairness opinion to Capital Pacific's board of directors. Miller Nash LLP served as legal counsel to Capital Pacific.
About Capital Pacific Bank
Capital Pacific Bancorp (OTCQB: CPBO) is the parent company of Capital Pacific Bank, a Certified B Corporation providing comprehensive banking expertise to businesses, professionals and nonprofit organizations. Backed by a tradition of high touch customer service, Capital Pacific Bank delivers a full array of products and services and advanced technology solutions to help businesses meet their financial goals. For more information, visit us at www.capitalpacificbank.com.
About Pacific Continental Bank
Pacific Continental Bank, the operating subsidiary of Pacific Continental Corporation, delivers highly personalized services through 14 banking offices in Oregon and Washington and two loan production offices. With $1.5 billion in assets, Pacific Continental has established one of the most unique and attractive metropolitan branch networks in the Northwest with offices in three of the region's largest markets including Seattle, Portland and Eugene. Pacific Continental targets the banking needs of community-based businesses, health care professionals, professional service providers and nonprofit organizations.
Since its founding in 1972, Pacific Continental Bank has been honored with numerous awards and recognitions from highly regarded third-party organizations including The Seattle Times, the Portland Business Journal and Oregon Business magazine. A complete list of the company's awards and recognitions – as well as supplementary information about Pacific Continental Bank – can be found online at http://www.therightbank.com/. Pacific Continental Corporation's shares, a component of the Russell 2000 Index, are listed on the Nasdaq Global Select Market under the symbol "PCBK."
Additional Information for Shareholders
This communication is being made in respect of the proposed merger transaction involving Pacific Continental and Capital Pacific. This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities.
In connection with the proposed merger transaction, Pacific Continental will file with the Securities and Exchange Commission a Registration Statement on Form S-4 that will include a Proxy Statement of Capital Pacific, and a Prospectus of Pacific Continental, as well as other relevant documents concerning the proposed transaction. Shareholders are urged to read the Registration Statement and the Proxy Statement/Prospectus regarding the proposed merger when it becomes available and any other relevant documents filed with the SEC, as well as any amendments or supplements to those documents, because they will contain important information. A free copy of the Proxy Statement/Prospectus, as well as other filings containing information about Pacific Continental and Capital Pacific, may be obtained at the SEC's Internet site (http://www.sec.gov). You will also be able to obtain these documents, free of charge, from Pacific Continental at www.therightbank.com under the tab "Investor Relations" and then under the heading "Financials – SEC Filings", or from Pacific Continental's Investor Relations, by calling 541-686-8685.
Pacific Continental and Capital Pacific and certain of their directors and executive officers may be deemed to be participants in the solicitation of proxies from the shareholders of Capital Pacific in connection with the proposed merger. Information about the directors and executive officers of Pacific Continental is set forth in the proxy statement for Pacific Continental's 2014 annual meeting of shareholders, as filed with the SEC on Schedule 14A on April 7, 2014. Additional information regarding the interests of those participants and other persons who may be deemed participants in the transaction may be obtained by reading the Proxy Statement/Prospectus and other relevant documents regarding the proposed Merger filed with the SEC when they become available. Copies of these documents may be obtained free of charge from the sources described above.
http://www.prnewswire.com/news-releases/pacific-continental-corporation-announces-acquisition-of-capital-pacific-bancorp-283279411.html
Capital Pacific Bancorp Reports Strong Year-Over-Year Results in 1Q 2014
PORTLAND, OR--(Marketwired - Apr 22, 2014) - Capital Pacific Bancorp (OTCQB: CPBO), (the Company), today reported financial results for the three months ending March 31, 2014. The Company is the parent company of Capital Pacific Bank (the Bank), a business bank focused on serving greater Portland area businesses, nonprofit organizations, private schools and companies committed to sustainable business practices.
Highlights
•Net income to common shareholders in the first quarter of 2014 was $541,000 or $0.21 per common diluted share, up 32.6% compared with $408,000 or $0.16 per common diluted share in the first quarter of 2013.
•Total assets were $232.25 million at March 31, 2014 compared with $190.92 million at March 31, 2013, primarily reflecting 21.1% year-over-year growth in loans.
•Commercial real estate (CRE) lending was the primary driver of loan growth, as CRE loans increased 24.4% to $142.70 million at March 31, 2014 compared with $114.53 million at March 31, 2013.
•Total client deposits were $203.09 million at March 31, 2014, up 23.9% compared with $163.89 million at March 31, 2013, reflecting growth in demand deposits which increased 34.9% year-over-year.
•Reflecting continuing positive trends in asset quality, total non-performing assets, including troubled debt restructurings, were 1.66% of total assets in the first quarter of 2014 compared with 2.66% in the first quarter of 2013.
•Return on average common equity (annualized) rose to 10.18% in the first quarter of 2014 from 8.32% in the first quarter of 2013.
•The Company's book value per common share increased to $8.58 at March 31, 2013 from $7.97 a year earlier.
•In the first quarter of 2014, the Bank became a Certified B Corporation (B-Corp), one of six banks in the nation to have attained such certification. The Bank's B-Corp certification reinforces the Company's social and environmental stewardship for the benefit of all of its stakeholders. View Capital Pacific Bank's B-Corp profile at www.bcorporation.net.
[....]
http://ih.advfn.com/p.php?pid=nmona&article=61916727
FD: I do not own shares of CPBO at this time.
Marker:
Capital Pacific Banc (CPBO)
$9.49 0.0 (0.00%)
Volume: 0
Capital Pacific Bancorp Reports Record Results in Fourth Quarter and Full Year 2013
Date : 01/23/2014 @ 1:14PM
Source : Marketwired
Stock : Capital Pacific Bancorp (or) (QB) (CPBO)
Quote : $7.90 0.24 (3.13%) @ 1:50PM
Capital Pacific Bancorp Reports Record Results in Fourth Quarter and Full Year 2013
PORTLAND, OR--(Marketwired - Jan 23, 2014) - Capital Pacific Bancorp (OTCQB: CPBO) (the Company), the parent company of Capital Pacific Bank (the Bank), a business bank focused on serving greater Portland area businesses, private schools, nonprofit organizations and companies committed to sustainable business practices, today reported financial results for the three months and twelve months ending December 31, 2013.
Highlights
•Net income to common shareholders in 2013 was $1.80 million or $0.69 per common diluted share, up 62% compared with $1.11 million or $0.44 per common diluted share in 2012.
•Net income to common shareholders in the fourth quarter of 2013 was $595,000 or $0.23 per common diluted share, a 72% increase from net income of $345,000 or $0.13 per diluted common share in the fourth quarter of 2012.
•Total assets increased to $239.0 million at December 31, 2013, up 19% compared with $201.0 million at December 31, 2012. Commercial real estate lending was the primary driver of an 18% growth in loans, which totaled $187.98 million at December 31, 2013 compared with $159.20 million at December 31, 2012.
•Total client deposits were $207.0 million at December 31, 2013 compared with $174.31 million at December 31, 2012, reflecting 19% growth.
•Reflecting a year-long positive trend in asset quality, total non-performing assets, including troubled debt restructurings, declined to 1.63% of total assets in the fourth quarter of 2013 compared with 2.68% in the fourth quarter of 2012.
•Return on average common equity (annualized) rose to 11.24% in the fourth quarter of 2013 from 7.06% in the fourth quarter of 2012. Return on average assets (annualized) increased to 1.02% in the fourth quarter of 2013 compared with 0.82% in the fourth quarter of 2012.
•The Company's book value per common share increased to $8.36 at December 31, 2013 from $7.79 a year earlier.
[....]
http://ih.advfn.com/p.php?pid=nmona&article=60775709
*I do not own shares of CPBO at this time.
History on TARP debt:
NOTE 14 – PREFERRED STOCK ISSUANCE
PREFERRED STOCK ISSUANCE – On December 23, 2008, the Company issued two series of preferred stock as part of the United States Department of the Treasury’s Capital Purchase Program for gross proceeds of $4.0 million. The Company issued 4,000 shares of Series A preferred stock, and warrants for 200 shares of Series B preferred stock with an exercise price of $0.01 per share, which were immediately exercised. The allocation of the fair value of the warrants was recorded as a discount to the Series A preferred stock, and is being recognized as a “deemed dividend” over a period of five years. At the end of five years, both series of preferred stock will have an aggregate value of $4.2 million, the redemption price of the preferred stock, plus any unpaid dividends. Should the Company redeem the preferred stock prior to the fifth anniversary, the redemption price remains $4.2 million, plus any unpaid dividends.
The preferred stock carries no voting rights and may be redeemed in whole or in part, at any time, and from time to time, at the option of the Company. All redemptions shall be subject to the approval of the FDIC, and all Series A preferred stock must be redeemed prior to redeeming Series B preferred stock. If the Company has not redeemed all preferred stock by the tenth anniversary of the issuance, all common stock dividends and repurchases of common stock will be prohibited until all preferred
stock has been redeemed or transferred to a third party. During 2012, all of the preferred stock was sold by the Department of Treasury to unrelated third-party investors.
Dividends are cumulative and are paid on a quarterly basis. Series A dividends are at the rate of 5.00% per annum until the fifth anniversary, when the rate increases to 9.00%. Series B dividends are paid at 9.00% per annum.
Subsequent to December 31, 2012, the Company repurchased and retired $3,000,000 of $1,000 par value preferred stock (71.4% of preferred shares outstanding) with cash totaling $2,957,410.
This was accomplished through a newly issued 5-year term debt of $4,000,000, based on a 10-year amortization and a rate of interest of 4.75%. The debt is fully secured by Bank stock.
< go to Page(s) 33 & 34 >
http://www.capitalpacificbank.com/wp-content/uploads/CPB_2012_ANN_REP_final.pdf
Assets: $339MM
Deposits: $238MM
Profit: $1.4MM
Capital: $36.1MM
Troubled Assets: $18.9MM
*CPBO elected to receive $4MM in TARP back in 2009 from the UST however I haven't verified yet if that has been paid back or exchanged for some other form of debt. ??
http://banktracker.investigativereportingworkshop.org/banks/oregon/hillsboro/columbia-community-bank/
**Interest in this bank is as a possible acquisition target.
About Capital Pacific Bancorp
http://www.capitalpacificbank.com/wp-content/uploads/CPB_FACT_BOOK.pdf
Capital Pacific Bancorp (OTCQB: CPBO) is the parent company of Capital Pacific Bank, a community bank serving the financial needs of businesses, professionals and nonprofit organizations in the Portland market. Backed by a tradition of high touch customer service, the full-service business bank delivers a comprehensive array of products and services to help businesses meet their financial goals, and invests in advanced technology solutions to help businesses save time and money. For more information on Capital Pacific Bancorp or to see past press releases, visit www.capitalpacificbank.com.
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