NorCal Community Bancorp (fka NCLC)

[Renee]

NCLC: Acquired by Bank of Marin Bancorp. Shareholders to receive cash and/or Bank of Marin Bancorp common stock (BMRC) pursuant to terms outlined in Merger Agreement. Deletion Time: 8:13:22

http://www.otcbb.com/asp/dailylist_detail.asp?d=12/05/2013&mkt_ctg=NON-OTCBB

[56Chevy]

Bank of Marin Bancorp Announces Agreement to Acquire NorCal Community Bancorp and Its Subsidiary Bank of Alameda

Acquisition Adds Strong East Bay Presence to Leading North Bay Community Bank

Press Release: Bank of Marin Bancorp – Mon, Jul 1, 2013

NOVATO, Calif.--(BUSINESS WIRE)--

Bank of Marin Bancorp, "BMRC" (BMRC), parent company of Bank of Marin, “the Bank,” and NorCal Community Bancorp, “NorCal” (NCLC), parent company of Bank of Alameda, today announced that BMRC has entered into a definitive agreement to acquire NorCal and Bank of Alameda, its subsidiary. Bank of Alameda has four branch offices serving Alameda, Emeryville, and Oakland, and had assets of $264.7 million, total deposits of $228.7 million, and total loans of $170.6 million as of March 31, 2013.

"This is an excellent opportunity to combine two well-respected community banks that share a deep commitment to their local communities with similar corporate cultures and core values,” said Joel Sklar, MD, Chairman of the Board for Bank of Marin Bancorp and Bank of Marin. “This acquisition provides Bank of Marin with the right opportunity to expand into the East Bay, which has been a key part of our long-term strategy. We look forward to joining forces with Bank of Alameda’s employees and customers with our continued vision of being the premier community bank in all of our markets."

"Bank of Marin can provide the resources Bank of Alameda needs to continue providing our customers with the dedicated community-based banking and the high level of personal service that they have come to enjoy,” said James B. Davis, Chairman of the Board of NorCal Community Bancorp and Bank of Alameda. “I am confident this transaction will further improve community banking for our customers by offering an expanded line of products and services, and larger business loans. It also provides a solid opportunity for our shareholders to become part of a highly respected organization."

The transaction will be immediately accretive to BMRC’s earnings, adding to shareholder value. It is currently valued at $32.7 million, or $3.07 per NorCal share of common stock. This includes the cancellation of in-the-money options with cash. BMRC will pay approximately fifty-one percent in common stock and approximately forty-nine percent in cash on an aggregate basis. Within the foregoing limits on the mix of stock and cash, NorCal shareholders will be able to elect BMRC common stock, cash, or a combination thereof. The number of shares of BMRC common stock to be issued to NorCal shareholders is based on a fixed exchange ratio of 0.07716, provided that BMRC’s common stock price remains between $35.11 and $42.91 as measured by the 15-day volume-weighted average price prior to closing of the transaction. To the extent the weighted-average price of BMRC common stock is outside of this price range, then the exchange ratio will adjust accordingly.

The transaction is expected to close in the fourth quarter of 2013, and upon closing the Bank will have approximately $1.7 billion in assets and operate twenty-one branches in five counties, including San Francisco, Marin, Sonoma, Napa and Alameda. Subject to applicable corporate governance requirements, upon the closing of the acquisition, Kevin Kennedy, currently a director of NorCal and Bank of Alameda, will join the BMRC and Bank board of directors. BMRC and NorCal’s board of directors unanimously approved the acquisition agreement. Additionally, directors and executive officers of NorCal have entered into agreements whereby they have committed to vote their shares in favor of the transaction. The closing of the acquisition is subject to satisfaction of customary closing conditions, including regulatory approvals and approval of NorCal’s shareholders.

[....]

http://finance.yahoo.com/news/bank-marin-bancorp-announces-agreement-225100500.html

*Oopps...fell asleep at the wheel on this bank and missed the deal this summer.

[56Chevy]

REGULATORY CAPITAL RATIOS as of 3rd qtr 2012

Leverage ratio 10.28%
Tier 1 risk-based capital ratio 15.58%
Total risk-based capital ratio 16.84%

*Bank of Alameda is now well capitailzed.

*Bank of Alameada does not owe TARP

*BV per common share as of 9/31/2012 $ 1.86...Market value as of 2/19/2013 was $2

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Threshold Ratios

1 = Total Risk-based Capital ratio
2 = Tier 1 Risk-based Capital ratio
3 = Common Equity Tier 1 Risk-based Capital ratio
4 = Tier 1 Leverage ratio

TO BE CONSIDERED -

Well capitalized
1 - 10%
2 - 8%
3 - 6.5%
4 - 5%

Adequately capitalized
1 - 8%
2 - 6%
3 - 4.5%
4 - 4%

Undercapitalized
1 - < 8%
2 - < 6%
3 - < 4.5%
4 -<4%

Significantly undercapitalized
1 - < 6%
2 - < 4%
3 - < 3%
4 - <3%

Critically undercapitalized
Tangible Equity/Total Assets</= 2%

http://www.fdic.gov/news/news/financial/2012/fil12025.html

[56Chevy]

No current investment interests at this time. The bank fit into a region of interest only.

Bank of Alameada remains under a Consent Order from the FDIC given out on Sept. 16th, 2010.

http://www.fdic.gov/bank/individual/enforcement/2010-09-01.pdf#