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Investor May Buy Large Stake in Village Bank in Virginia
by Andy Peters
NOV 3, 2014 5:58pm ET
Community bank investor Kenneth Lehman is seeking regulatory approval to buy nearly half the shares in Village Bank & Trust Financial in Midlothian, Va.
Investor moves to pour major cash into Village Bank
October 22, 2014
Two years after a deal in Glen Allen, a Northern Virginia investor wants to buy a large chunk of another bank in the Richmond market.
Ken Lehman, a former SEC attorney who is known for buying into community banks, is looking to acquire a controlling interest in Midlothian-based Village Bank, according to a legal notice published this week.
Lehman intends to apply for permission with banking regulators to purchase 25 percent or more of the shares of Village Bank & Trust Financial Corp., the publicly traded holding company of Village Bank.
The move could provide Village with some needed capital as it looks to continue to carry out a turnaround plan aimed at fully shedding its lingering baggage from the downturn.
Details of Lehman’s full intentions are scant beyond the brief notice published by the Federal Reserve, which must approve his planned acquisition.
Folsom is Northern California's No. 2 city for young families, study says
Oct 31, 2014
A list of Northern California's best places for young families includes five locations in the Sacramento region.
The list was released this week by personal finance website NerdWallet. It features Folsom at No. 2, Rocklin at No. 5, El Dorado Hills at No. 7, Roseville at No. 8 and Granite Bay at No. 9.
To create the rankings, NerdWallet evaluated 138 places in Northern and Central California based on data from sources such as GreatSchools and the U.S. Census Bureau. It considered factors including the quality of public schools, home affordability and economic growth and prosperity.
Hedge funds play larger role as banks attempt to raise capital
May 24, 2013 *Note: this PR is from 16 months ago but remains relevant since AMRB still hasn't found a buyer.
Sierra Vista raises $1.5M, while investor blasts American River Bank
[....]
Meanwhile, American River Bankshares, parent company of American River Bank, had an entirely different experience with an East Coast investor.
During American River’s first quarter conference call last month, Henchy Enden, a bank analyst with MFP Investors LLC of New York, told the bank its trends were “not going in the right direction in any line item.”
The principal and founder of MFP, Michael Price, owns nearly 2.8 percent of the outstanding shares of American River. Enden called for the bank to sell itself rather than continue to go on its present course.
American River Bankshares Reports Third Quarter 2014 Results
Sacramento, CA, October 16, 2014 – American River Bankshares (NASDAQ-GS: AMRB) today reported net income of $1.1million, or $0.14 per diluted share for the third quarter of 2014 compared to $893,000, or $0.10 per diluted share for the third quarter of 2013. For the nine months ended September 30, 2014, net income was $3.2 million or $0.39 per diluted share, compared to $2.2 million or $0.24 per diluted share for the nine months ended September 30, 2013.
“We are pleased with our 63% increase in earnings per share year over year,” said David Taber, President and CEO of American River Bankshares. “The signs of an improving economy were manifested in our solid growth of core deposits as our business clients continue to increase their liquidity. This has impacted their desire to borrow. We still have a tremendous amount to accomplish in leveraging our deposits, our people and our capital.” Financial Highlights
•Nonperforming assets (“NPAs”) declined to $7.9 million, or 1.28% of total assets at September 30, 2014, compared to $9.5 million, or 1.60% of total assets at December 31, 2013, and $10.5 million, or 1.74% of total assets a year ago. Other real estate owned (“OREO”) decreased 21.4% to $5.2 million at September 30, 2014, compared to $6.6 million at December 31, 2013, and declined 7.5% compared to $5.6 million one year ago.
•The allowance for loan and lease losses was $5.5 million (2.16% of total loans and leases) at September 30, 2014, compared to $5.3 million (2.08% of total loans and leases) at December 31, 2013 and $5.6 million (2.18% of total loans and leases) one year ago. The allowance for loan and lease losses to nonperforming loans and leases increased to 301.5% at September 30, 2014, from 270.1% at December 31, 2013 and 114.9% one year ago.
•The Company’s subsidiary, American River Bank, remains above the well-capitalized regulatory guidelines. At September 30, 2014, American River Bank’s Leverage ratio was 11.8% compared to 11.9% at December 31, 2013 and 12.5% one year ago; the Tier 1 Risk Based Capital ratio was 21.7% compared to 22.0% at December 31, 2013 and 23.2%one year ago; and the Total Risk Based Capital ratio was 22.9% compared to 23.3% at December 31, 2013 and 24.4% one year ago.
•The third quarter 2014 net interest margin was 3.49%, down from 3.66% for the second quarter of 2014 and up from 3.44% for the third quarter of 2013.
•Shareholders’ equity was $88.2 million at September 30, 2014 compared to $87.0 million at December 31, 2013 and $89.8 million at September 30, 2013. Tangible book value per share was $8.88 at September 30, 2014 compared to $8.33 per share at December 31, 2013 and $8.31 per share at September 30, 2013. Book value per share was $10.90 per share at September 30, 2014 compared to $10.25 per share at December 31, 2013 and $10.16 per share from a year ago.
First Security Group Announces Third Quarter Profits
Date : 10/28/2014 @ 8:00AM Source : Business Wire Stock : First Security Grp., Inc. (MM) (FSGI) Quote : $2.01 -0.01 (-0.50%) @ 6:30PM
Strong Deposit and Loan Growth Achieved
First Security Group, Inc. (NASDAQ: FSGI) (“First Security” or “FSG”) reported net income for the third quarter of 2014 of $927 thousand, or $0.01 per basic and diluted share, and $1.5 million for the nine months ended September 30, 2014, or $0.02 per basic and diluted share.
The registrant has also been notified by VCB that its Board of Directors received a letter from another California financial institution expressing interest in discussing a business combination with VCB and, after review, the Board of Directors determined, upon advice of counsel, that such letter constitutes a bona fide unsolicited offer for a business combination and that it would be inconsistent with the continuing fiduciary duties of the Board of Directors not to further explore a possible business combination with such financial institution and to engage in discussions and diligence gathering regarding the same.
Are somebodies "Revlon duties" finally kickin' in?? Better late than never!
We're not home free yet... but this is very encouraging news!
Small banks fly below the radar on Wall St...we've seen it time after time on dozens of them...but anybody that understands what's happening here with VCBC has a fantastic opportunity to make some money.
This won't remain undiscovered forever!
Marker: Valley Community Bank (VCBC) $ 3.00 0.00 (0.00%) Volume: 0
This approach was designed to preserve the value of the bank's deferred tax asset and thus further enhancing book value.
I agree with Taylor. Deferred Tax Assets for VCBC going forward are a huge consideration to our bottom line. Here for comparison sake <below> is another bank in this region that has taken advantage of it's DTA's. VCBC's would have very similar results. For Pan Pacific Bank utilizing their DTA's allowed them a way to open a new branch office.
Pan Pacific Bank Announces Recapture of $2.7M Income Related to DTA, Plans for New Branch in San Jose, CA
FREMONT, Calif., July 14, 2014 /PRNewswire/ -- Pan Pacific Bank (OTCBB: PPFC) today announced its unaudited financial results for the quarter ended June 30, 2014, including total assets of $110.3 million, net loans of $82.7 million and deposits of $88.3 million. "Pan Pacific Bank is pleased to report continued positive earnings with net after-tax earnings for the three and six months ending June 30, 2014, of $2,852,637 and $2,926,602, respectively," said Wayne Doiguchi, Pan Pacific Bank's CEO. "During the quarter, Bank management determined that it is more likely than not that the deferred tax asset (DTA) will be realized. Therefore, the second quarter tax expense includes a benefit or income of $2,740,245 related to the reversal of the valuation allowance for deferred tax assets."
==========================
*If Bankers had their own set of "Ten Commandments" -- Thou shalt NOT needlessly and carelessly abandon thy DTA's -- would be one of them! ":~O
I realize that however SWS's BoD wouldn't have done this deal to begin with. Termination fees are part n' parcel to M&A deals no problem...but obligating a small bank to the tune of $500K in a lousy deal just screams irresponsibility :(
VCBC's CEO Richard Loupe failed to mention the $500K termination fee his shareholders must pay if this deal with FNB is terminated. Our only hope of avoiding this fee is if the Fairness Hearing people don't approve the merger.
========================================
M. TERMINATION OF THE MERGER AGREEMENT
FNB Bancorp and VCB can mutually agree at any time to terminate the merger agreement without completing the merger, even if the shareholders of VCB have approved it. Also, the merger agreement can be terminated by either VCB or FNB Bancorp unilaterally if certain events occur, as described below. If the merger agreement is terminated, the merger will not occur.
< page 32 >
Either VCB or FNB Bancorp can terminate the merger agreement if:
The merger is not completed by December 31, 2014, unless this date is further extended by mutual agreement;
Any governmental agency denies or refuses to grant a required approval of the merger, unless the parties agree to appeal the denial or refusal or agree to file an amended application for the governmental approval;
VCB enters into an agreement by which it would be acquired in a business combination by another entity; or
The shareholders of VCB fail to approve the merger and there has not been a breach of one or more of the Shareholder Agreements.
FNB Bancorp can terminate the merger agreement if:
VCB breaches any representation or covenant in the merger agreement which would prevent the closing conditions from being satisfied, unless VCB cures the breach within 30 days after written notice from FNB Bancorp;
Any required governmental approval, consent or qualification includes or will not be issued without the imposition of any condition or requirement that would be materially burdensome to FNB Bancorp;
VCB fails to call a meeting of shareholders to approve the merger; or
The shareholders of VCB fail to approve the merger and there has been a breach of one or more of the Shareholder Agreements.
VCB can terminate the merger agreement if:
FNB Bancorp breaches any representative or covenant in the merger agreement which would prevent the closing conditions from being satisfied, unless FNB Bancorp cures the breach within 30 days after receipt of written notice from VCB.
Any termination described above must be made by written notice from the party seeking termination to the other party. In the event the merger agreement is terminated, it will become void and have no effect, except that the termination will not affect the provisions regarding payment of expenses, confidentiality, payment of any termination fees if applicable or any relevant general provisions of the merger agreement. In certain situations, a termination of the merger agreement will obligate VCB to pay $500,000 in liquidated damages to FNB (see Section O of this Notice, “Termination Fees”).
< page 33 >
If the merger agreement is terminated due to a party’s breach, the termination will not relieve the breaching party from its liability and the non-breaching party will retain all of its legal rights and remedies against the breaching party for its breach. Each party has acknowledged that money damages would be an insufficient remedy for any breach of the merger agreement and that irreparable damage would occur if the provisions of the merger agreement were not performed in accordance with its specific terms or were otherwise breached, and each party has agreed that each shall be entitled to an injunction or injunctions to prevent breaches of the merger agreement and to enforce specifically the terms and provisions of the merger agreement in any federal or state court, in addition to any other remedy to which the parties are entitled by law or in equity. The merger agreement provides that in any action at law or suit in equity in relation to the merger agreement, the prevailing party in such action or suit will be entitled to recover its reasonable attorneys’ fees plus all of its other reasonable costs and expenses incurred in such action or suit.
[....]
O. TERMINATION FEES
VCB is required to pay FNB Bancorp $500,000 in liquidated damages if FNB Bancorp terminates the merger agreement for any of the following reasons:
The special meeting of VCB shareholders has concluded with a vote to approve the principal terms of the merger agreement and the merger but the requisite two-thirds (2/3) approval is not obtained and any one or more of the VCB directors has failed to perform his or her Shareholder Agreement.
VCB failed to call a meeting of VCB shareholders and disseminate to its shareholders a Proxy Statement/Prospectus containing the unanimous recommendation of the VCB board of directors.
VCB enters into a business combination with another entity prior to December 31, 2014, or if within six (6) months after December 31, 2014, VCB enters into a definitive agreement with respect to, or consummates the transactions contemplated by, a business combination with another entity and such entity had contacted VCB with an expression of interest in discussing a possible business combination prior to December 31, 2014.
Also, VCB is required to pay FNB Bancorp $500,000 in liquidated damages if VCB terminates the merger agreement to enter into a business combination with another entity because the VCB board of directors has received a bona fide unsolicited offer for a business combination of VCB with another entity, and reasonably determines, upon advice of counsel, that as a result of such offer, any duty to act or to refrain from doing any act pursuant to the merger agreement is inconsistent with the continuing fiduciary duties of the VCB board of directors to its shareholders.
< page 34 >
The payment of $500,000 would be FNB’s sole remedy for the failure of VCB to perform or comply with these particular promises -- FNB’s sole recourse for recovery of damages under these circumstances. Filing suit to recover the expenses it had incurred, and for its lost opportunity cost, was not deemed an adequate remedy for FNB. After good faith efforts by the parties to estimate damages for the anticipated harm, the parties agreed on $500,000 as a reasonable amount. The parties discussed a similar liquidated damages provision for VCB, applicable in other circumstances, which was declined by VCB so as not to be prevented or restricted from seeking general damages in a federal or state court.
Mark Calvey the Senior Reporter for the San Francisco Business Times presented FNB Bancorp's CEO Mr. Tom McGraw with a hypothetical question regarding buyout if he were the one mulling over offers.
His answer was: "Consolidation within the industry is a reality and I see no signs of that abating. To loosely paraphrase 'The Godfather,' if somebody makes us an offer we can’t refuse, that would generously reward our shareholders, then yeah, we would give that kind of offer very serious consideration,"
Perhaps Mr. Calveys' next question should have posed the deal in reverse..for example: So Mr. McGraw if VCBC offered to buyout FNBK for 55% of its' book value would you and your BoD sign off on that deal? Somehow I think the answer would be an emphatic - Oh HELL no!
What's "good for the goose"..should at a minimum be "good for the gander"!
This FNB offer is anything but fair...we need new faces in the boardroom of VCBC.
You say that with complete confidence...but where would someone find that statute in US Bankruptcy Code?
Would it be fair to say the conversion of a Chapter 11 bankruptcy to a chapter 7 is a "Plan of Liquidation"? I'm thinking it does but then again on this board reality is whatever comes out of Boulder.
What if I said the shareholders received their Plan of Liquidation over a year ago on Tax day of 2013?
The actual plan of liquidation was unwittingly posted last January [post 28767].
TRUSTEE’S SECOND STATUS REPORT DATED JANUARY 15, 2014
Simon E. Rodriguez, Chapter 7 Trustee (the “Chapter 7 Trustee”) files this Second Status
1. This is the Second Status Report filed in this case. It provides an update of matters that were pending at the time of the first Status Report was filed on August 19, 2013 (the “August 19, 2013 Status Report”) and it sets forth events that have transpired since August 19, 2013.
2. On March 2, 2012, United Western Bancorp, Inc. (the “Debtor”) filed its voluntary petition for relief under Chapter 11 of Title 11 of the United States Code in the United States Bankruptcy Court for the District of Colorado. From March 2, 2012 to April 15, 2013, the Debtor operated as a debtor-in-possession.
3. On April 15, 2013, the Bankruptcy Court entered an Order converting the Debtor’s bankruptcy case to a case under Chapter 7 of the Bankruptcy Code. Simon E. Rodriguez is the duly appointed Chapter 7 Trustee.
4. On April 17, 2013, the Chapter 7 Trustee sought authority to hire Dickensheet & Associates, Inc. as liquidator of the Debtor’s personal property. The Bankruptcy Court approved this hiring by its Order entered April 22, 2013. By April 30, 2013, Dickensheet & Associates, Inc. removed all of the Debtor’s personal property from its leased space.
5. On June 26, 2013, the Chapter 7 Trustee filed an Amended Motion to Sell Property of the Debtor. On July 29, 2013, the Bankruptcy Court entered its Modified Order permitting the sale of the Debtor’s personal property. The personal property was sold by auction held August 21, 2013. On September 25, 2013, Dickensheet & Associates, Inc. filed its Report of Sale.
=============
*2 days after the Trustee was appointed the plan of liquidation was put in motion. The only items keeping the case open are the ITR's and the D&O suits.
**There will be no Net Operating Loss purchases by FCNCA. Why not? NOL's are non-transferable...and that's true even in Boulder.
FNB Bancorp CEO could have 'Godfather' moment if bank gets 'generous' buyout offer
Oct 9, 2014, 2:44pm PDT
[....]
South San Francisco-based FNB Bancorp's CEO Tom McGraw says he'd consider joining forces with Bank of Marin or Mechanics Bank at the right price.
[....]
"Consolidation within the industry is a reality and I see no signs of that abating. To loosely paraphrase 'The Godfather,' if somebody makes us an offer we can’t refuse, that would generously reward our shareholders, then yeah, we would give that kind of offer very serious consideration," McGraw said.
That's the posture any public company takes, given a board's fiduciary duty to shareholders. But it's important to remember the powerful efficiencies gained in combining banks, which could support a compelling price from the right buyer.
[....]
FNB is currently working on its own acquisition. The bank, which purchased Oceanic Bank in 2012, plans to buy Pleasanton-based Valley Community Bank.
Regulators plan to hold a "fairness hearing" on the FNB-Valley deal in San Francisco on Oct. 23. One Valley shareholder, Stephen Taylor Jr., has proposed to purchase up to 40 percent of Valley's shares he doesn't already own at a higher price than FNB plans to pay, according to a notice for the public hearing.
Valley Community Shareholder Urges NO Vote on Sale to FNB
Date : 10/03/2014 @ 1:52PM Source : PR Newswire (US) Stock : Valley Community Bank (pleasanton, Ca) (QB) (VCBC) Quote : $2.75 0.0 (0.00%) @ 11:01AM
CHICAGO, Oct. 3, 2014 /PRNewswire/ -- The largest shareholder of Valley Community Bank (Symbol: VCBC) voiced his opposition to the bank's Board of Directors decision to sell the bank to FNB Corp. Stephen Taylor, Chairman of Taylor Asset Management, Inc., a Chicago-based firm whose fund has investments in other California-based community banks, believes the bank is dramatically undervalued.
"Selling at roughly half of book value coupled with giving over $500,000 in cash payments to its current officers and insiders is grossly unfair to their shareholders," said Taylor. "This board may have put their own interests ahead of shareholders. I even commissioned a third party analysis that concurs that the value should be much higher."
"We must vote down this deal and replace the board if necessary," said Taylor. "And if we choose to sell, we should conduct an appropriate process focused on maximizing shareholder value."
Shareholders may contact Mr. Taylor at 310-275-7947 or via email at sst@financier.com.
Why 40%? IRS rules significantly limit the usage of net operating losses when a change of ownership occurs above 50%.
In order for the bank to fully utilize their NOL's (now in the form of deferred tax assets) in the future Mr. Taylor's ownership could not exceed 50%.
He already has 9.8% and with 40% more that would take his ownership to 49.8% ...which is as close to the 50% as he can go without diminishing those valuable DTA's.
This bank has turned the corner on profits. DTA's will play a major role in adding to the positive earnings for shareholders going forward.
This is the wrong time to sell this bank for what amounts to peanuts!
The offer price represents a premium of approximately 62 percent over the last reported sale price of the Bank’s common stock on the OTC Bulletin Board on September 24, 2014, the day prior to the announcement of the transaction.
The bank was selling very closely to Book Value [$15,436] prior to Mr. Ford's offer of $26,832 per share .
In addition to providing shareholders with a substantial premium and immediate liquidity, Mechanics Bank would gain a strong partner who is committed to supporting our next phase of growth.
"...our next phase of growth". We've seen this movie before...it's PCBC all over again ;)
It was no accident Ford & Webb chose northern California.
Marker: Mechanics Bank Of Ri (MCHB) $24,345 0.0 (0.00%) Volume: 0
I thought that question would never get asked. How Scot Wetzel (the CEO before Guy) has escaped all this and yet the lowly 2nd Lieutenants at the bank didn't is baffling to say the least.
In my mind Mr. Wetzel and the 2008/09 BoD should be the only people under the bright lights of a D & O lawsuit.
Why? The answer is in the 2009 annual financial statement.
The decisions they made in 2008/09 (while Wetzel was CEO) are imo the reasons their bank was seized in 2011.
Copies of the VCB Letter and the Taylor Letter have been delivered to FNB Bancorp and the Department of Business Oversight and are available for any shareholder to review upon request to VCB (at Valley Community Bank, 465 Main Street, Pleasanton, California 94566, Attention: Chief Executive Officer, telephone (925) 621-7200) or to FNB (at FNB Bancorp, 975 El Camino Real, Third Floor, South San Francisco, California 94080, Attention: Chief Executive Officer, telephone (650) 875-4865).
So the VCBC board declined his offer of $4.12 and are putting it up for a vote to sell to Mr. Taylor for $4.12
Oopps. No...just to be clear joeysco the vote isn't to accept or reject Taylor's $4.12 offer. The vote is basically to accept or reject the low-ball offer from FNB Bancorp.
NOTICE IS HEREBY GIVEN, that on October 23, 2014, at 10:00 a.m. (local time), a public hearing will be held before the Commissioner of Business Oversight of the State of California or a person designated by the Commissioner of Business Oversight, at One Sansome Street, Sixth Floor, San Francisco, California 94104, upon the application of FNB Bancorp, a California corporation, for a permit authorizing the issuance of its securities pursuant to an Application for Qualification of Securities by Permit under Section 25121 of the California Corporate Securities Law of 1968, as amended, dated June 16, 2014. The purpose of the hearing is to enable the Commissioner to determine the fairness of the terms and conditions of the acquisition of Valley Community Bank by FNB Bancorp and whether the issuance of a permit to offer and sell securities is fair, just and equitable to all security holders affected pursuant to California Corporations Code sections 25121, 25122, 25140(c) and 25142. The transaction is described in more detail below in this Notice. If the Commissioner determines that the terms and conditions are fair, just and equitable and issues a permit to FNB Bancorp, then the issuance of the securities of FNB Bancorp to the shareholders of Valley Community Bank will not be registered under the Securities Act of 1933, as amended, in reliance upon the exemption from registration provided in Section 3(a)(10) of the Securities Act.
Any interested person may be present at the hearing and may, but need not, be represented by legal counsel, and will be given an opportunity to be heard. Any interested person will be entitled to the issuance of subpoenas to compel the attendance of witnesses and the production of books, documents and other items by applying for such subpoenas to the Department of Business Oversight, One Sansome Street, Sixth Floor, San Francisco, California 94104, if reasonably, properly and timely requested. If you are interested in this matter, you may appear at the hearing in favor of, or in opposition to, the granting of the permit. Whether or not you plan to attend, you are invited to make your views known by sending correspondence for receipt at least three business days prior to the date of the hearing to be held on October 23, 2014, to Danielle A. Stoumbos, Corporations Counsel, Department of Business Oversight, One Sansome Street, Suite 600, San Francisco, California 94104
*I will be sending in my REJECTION letter tomorrow.
VCBC has an interesting situation happening. I'm using a tablet to post this so no cut n' paste with links ...sorry...so you'll have to go to the board to get the story.
In a nutshell Valley Community Bank entered into a agreement to merge with a larger bank but the offer was less than exciting considering the offer was just over $3 @ share on a bank with a book value over $5. It turns out the banks' largest shareholder doesn't like the deal either and has offered shareholders $4.12 @ share.
Shareholders will get a chance to vote in a Fairness Hearing coming up on October 23rd. Yesterdays closing price was $2.60. Now that the cat is out of the bag that there is at least one offer out there considerably higher it will blow the doors off that $3 offer.
On June 17, 2014, Mr. Stephen S. Taylor, Jr., a shareholder, sent a letter to the VCB Board of Directors, stating that, based on his review of publicly available information regarding the recently announced agreement to merge into FNB, the announced transaction price seemed very low. His letter also requested answers to a list of eleven questions, all related to the decision-making process followed by the VCB Board of Directors prior to signing the agreement. Subsequently, on August 11, 2014, Mr. Taylor, a 9.8% shareholder of VCB, provided an additional letter to the VCB Board of Directors, stating his objection to the proposed merger with FNB and his belief that it would be preferable for VCB to remain an independent institution (the “Taylor Letter”). The Taylor Letter objected to the FNB merger on a number of bases, including Mr. Taylor’s belief that the proposed merger consideration was insufficient, that the merger may not preserve VCB’s deferred tax asset and that the VCB Board of Directors did not carry out a thorough and timely market check to identify if others might provide a better opportunity.
The Taylor Letter stated that Mr. Taylor would be personally prepared to negotiate a definitive agreement, and following regulatory approvals and completion of satisfactory due diligence, to offer to purchase up to 40% of the outstanding shares of VCB common stock not currently held by him for cash in the amount of $4.12 per share, subject to standard tender offer conditions.
On August 19, 2014, the VCB Board of Directors reviewed the Taylor Letter. Following discussions with legal counsel and its financial advisors and consideration of all material information, the VCB Board of Directors unanimously confirmed their commitment to the consummation of the merger with FNB and renewed their recommendation to shareholders to approve the merger. The Board of Directors of VCB unanimously believes that the proposed merger with FNB is in the best interests of VCB and its shareholders. On August 20, 2014, VCB responded to the Taylor Letter indicating its commitment to consummate the merger with FNB (the “VCB Letter”).
Copies of the VCB Letter and the Taylor Letter have been delivered to FNB Bancorp and the Department of Business Oversight and are available for any shareholder to review upon request to VCB (at Valley Community Bank, 465 Main Street, Pleasanton, California 94566, Attention: Chief Executive Officer, telephone (925) 621-7200) or to FNB (at FNB Bancorp, 975 El Camino Real, Third Floor, South San Francisco, California 94080, Attention: Chief Executive Officer, telephone (650) 875-4865).
A public hearing will be held before the Commissioner of Business Oversight of the State of California, or a person designated by the Commissioner of Business Oversight, at One Sansome Street, Sixth Floor, San Francisco, California 94104, on October 23, 2014 at 10:00 a.m. VCB shareholders may wish to conduct their own due diligence and retain independent counsel, such as a lawyer, accountant or financial advisor. VCB shareholders and their agents may appear at the hearing in favor of, or in opposition to, the granting of the permit. Whether or not you plan to attend, you are invited to make your views known by sending correspondence to Danielle A. Stoumbos, Corporations Counsel, One Sansome Street, Suite 600, San Francisco, California 94104, at least three business days prior to the hearing.
This just in on other Northern Calif banking news;
Ford Financial Fund to Commence Tender Offer to Acquire Majority Interest in Mechanics Bank (9/25/14)
DALLAS & WALNUT CREEK, Calif.--(BUSINESS WIRE)--Ford Financial Fund II, L.P. (“Ford Financial”) and Mechanics Bank (the “Bank”) today jointly announced that they have entered into an agreement pursuant to which Ford Financial will conduct a tender offer to acquire a majority of the outstanding shares of common stock of the Bank. Under the terms of the agreement, Ford Financial will conduct a tender offer to purchase up to 65 percent of the outstanding shares of common stock of the Bank at a cash purchase price of $26,832 per share. Mechanics Bank’s Board of Directors (the “Board”) has approved the transaction, which will allow the Bank's existing shareholders the opportunity to obtain meaningful liquidity while maintaining an equity stake in the Bank moving forward.
The offer price represents a premium of approximately 62 percent over the last reported sale price of the Bank’s common stock on the OTC Bulletin Board on September 24, 2014, the day prior to the announcement of the transaction. The terms and conditions of the tender offer will be described in an Offer to Purchase and related documents that will be mailed to the Bank’s shareholders when Ford Financial commences the tender offer. The tender offer will be subject to the tender of a sufficient number of the Bank’s outstanding shares of common stock such that Ford Financial would own at least a 51 percent interest in the Bank, as well as the receipt of regulatory approvals and other customary conditions.
The outlook for our market area is for modest growth supported by a $1.0 billion KIA Motors assembly plant, which opened in February 2010 in West Point, Georgia. As of November 2012, the 2.2 million square-foot automobile manufacturing plant and its nearby suppliers have created more than 12,000 jobs in the area. The outlook for modest growth is also supported by a military base realignment which has added significantly to employment at Fort Benning in Columbus, Georgia. Additionally, in the spring of 2012, Point University, formerly known as Atlanta Christian College, moved their main campus from East Point, Georgia to West Point, Georgia, and with it, its students and numerous facility and staff. However, the market area is significantly overbanked, especially Newnan and Coweta County. This has limited our ability to expand organically, thus making growth more dependent upon acquisitions and de novo branching into new markets. We will seek to take advantage of the profitable growth opportunities presented within our expanded market area, and capitalize on our expanded retail footprint resulting from acquisitions. The economy of the Florida Panhandle is primarily dependent upon tourism and hospitality, farming, forestry, paper mills, import/export shipping, shipbuilding, and commercial fishing. Over the next five years, our Florida markets are projected to experience moderate growth in terms of total population and number of households. The outlook for our Florida Panhandle market is affected by the heavy influences of military bases and tourism.
On April 8, 2013, Charter Financial Corporation, a Maryland corporation (“Charter Financial” or the “Company”), completed its conversion and reorganization pursuant to which First Charter, MHC, our federally chartered mutual holding company, was converted to the stock holding company form of organization. Charter Financial sold 14,289,429 shares of common stock at $10.00 per share, for gross offering proceeds of $142.9 million in its stock offering. CharterBank (the “Bank”), as of April 8, 2013, is 100% owned by Charter Financial and Charter Financial is 100% owned by public stockholders. Concurrent with the completion of the offering, shares of common stock of Charter Financial Corporation, the former federally chartered corporation (“Charter Federal”), were converted into the right to receive 1.2471 shares of Charter Financial’s common stock for each share of Charter Federal common stock that was owned immediately prior to completion of the transaction. As of April 8, 2013, Charter Federal and First Charter, MHC ceased to exist. As part of the elimination, the net asset position of First Charter, MHC, in the amount of $229,564 , was assumed by Charter Financial. Any reference to the Company following April 8, 2013 refers to Charter Financial Corporation, a Maryland corporation. In regards to weighted average shares outstanding, share and per share amounts held by the public prior to April 8, 2013, have been restated to reflect the completion of the second-step conversion at a conversion ratio of 1.2471 unless noted otherwise.
On September 18, 2014, the Board of Directors of Charter Financial Corporation (the “Company”) adopted a new stock repurchase program. Under the repurchase program, the Company may repurchase up to 1,825,000 shares of its common stock, or approximately 10% of the current outstanding shares. The Company also announced that it completed its previous stock repurchase program adopted on June 19, 2014. A copy of the press release announcing the new stock repurchase program and the completion of the previous stock repurchase program is included as Exhibit 99.1 to this report and is incorporated herein by reference.
At June 30, 2014 , total stockholders’ equity totaled $243.4 million , or $12.20 per net share, a $30.4 million decline from September 30, 2013 due to shares repurchased and cash dividends paid, offset by net income and a decrease in accumulated other comprehensive loss. In addition, tangible book valueincreased from $11.81 per share at September 30, 2013 to $11.95 per share at June 30, 2014 . The per share increases were primarily due to a decrease of $34.5 million in stockholders equity related to the stock repurchase of 3,152,994 shares in conjunction with the stock repurchase programs initiated in the first and third quarters of fiscal 2014.
I will also then, fund the suit for "gross misconduct and negligence" involving our trustees attorney, Ms Kimberly Tyson.
Before you fund a suit against any Court appointed Trustee in a CH 7 BK I would strongly urge you to first understand the full scope of what fidiciary responsibiites may look like in a case such as United. It may surprise you.
This is a good read for anyone who would like more insight;
As a shareholder of UWBK your estate is administratively insolvent ..I'm not sure the board knows what that entails...and everything you've experienced to date, or expect to experience, must be viewed thru that lens. That one fact alone trumps all arguments for the estate going forward. Once insolvency happens, as it did from the very beginning in the United Western bank case, fiduciary duties & responsibilities shifts to the creditors. If United wasn't administratively insolvent you would hear more from the trustee(s) and on a more regular basis. They have told the shareholders everything they need to know...and as long as the story remains the same they have nothing more to add or say.
I would think long and hard before throwing good money after bad going after the Trustees in an insolvent BK case. My 2 cents worth bud.
Mr. Conniff noted, “The Santa Clara County economy remains one of the strongest in the country. It is also one of the most competitive banking markets with national, regional and community banks abundantly represented. Focus Business Bank competes by being tightly focused on closely-held local businesses seeking a long term banking relationship tailored to their specific needs. We continue to add to our business banking team and are well positioned to support the needs of our clients.”
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