Pending Acquisition of Independence Bank	9 Months Ended
Sep. 30, 2014
Pending Acquisition of Independence Bank
Pending Acquisition of Independence Bank	Note 11 — Pending Acquisition of Independence Bank On October 21, 2014, the Company entered into an Agreement and Plan of Reorganization (the “Merger Agreement”) to acquire Independence Bank (OTCQB: IDPK), a Newport Beach, California based state-chartered bank pursuant to which the Bank will acquire Independence Bank. At September 30, 2014, Independence Bank had $426.2 million in total assets, $341.1 million in gross loans and $358.3 million in total deposits at September 30, 2014. Independence Bank has six branches located in Orange County and Riverside County.[] [Consider removing from 10-Q]. On the date of the Merger Agreement, the aggregate merger consideration was estimated at approximately $71.5 million, based on a $14.73 closing price of the Company’s common stock on October 21, 2014. Under the terms of the Merger Agreement, holders of Independence Bank common stock, stock options and warrants will receive aggregate cash consideration of $7.2 million and, using the Company’s October 21, 2014 closing price, the aggregate stock consideration is currently estimated at $64.3 million. Assuming such Company stock price, the Independence Bank shareholders will own approximately 20.4% of the combined company. Independence Bank shareholders will have a choice between electing to receive $13.75 per share in cash or 0.9259 of a share of the Company’s common stock for each share of Independence Bank or a combination thereof, subject to the overall requirement that 10% of the aggregate consideration will be in the form of cash and 90% will be in the form of the Company’s common stock. The number of shares of the Company’s common stock to be issued to Independence Bank shareholders is based on a fixed exchange ratio, provided that the Company’s stock price remains between $13.365 and $16.335 as measured by the 10-day average closing price up to and including the fifth trading day prior to closing of the transaction. The value of the stock portion of 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 to reflect the increase or decrease of the Company’s common stock that is outside of this range. The transaction is expected to close late in the first quarter of 2015, subject to satisfaction of customary closing conditions, including regulatory approvals and approval of Independence Bank and the Company’s shareholders. Directors and executive officers of Independence Bank have entered into agreements with the Company and Independence Bank whereby they committed to vote their shares of Independence Bank common stock in favor of the acquisition. For additional information about the proposed acquisition of Independence Bank, see the Company’s Current Report on Form 8-K filed with the SEC on October 22, 2014 and the Merger Agreement which is filed as an exhibit to the Current Report on Form 8-K.

Note 11 — Pending Acquisition of Independence Bank

On October 21, 2014, the Company entered into an Agreement and Plan of Reorganization (the “Merger Agreement”) to acquire Independence Bank (OTCQB: IDPK), a Newport Beach, California based state-chartered bank pursuant to which the Bank will acquire Independence Bank. At September 30, 2014, Independence Bank had $426.2 million in total assets, $341.1 million in gross loans and $358.3 million in total deposits at September 30, 2014. Independence Bank has six branches located in Orange County and Riverside County.[] [Consider removing from 10-Q].

On the date of the Merger Agreement, the aggregate merger consideration was estimated at approximately $71.5 million, based on a $14.73 closing price of the Company’s common stock on October 21, 2014. Under the terms of the Merger Agreement, holders of Independence Bank common stock, stock options and warrants will receive aggregate cash consideration of $7.2 million and, using the Company’s October 21, 2014 closing price, the aggregate stock consideration is currently estimated at $64.3 million. Assuming such Company stock price, the Independence Bank shareholders will own approximately 20.4% of the combined company. Independence Bank shareholders will have a choice between electing to receive $13.75 per share in cash or 0.9259 of a share of the Company’s common stock for each share of Independence Bank or a combination thereof, subject to the overall requirement that 10% of the aggregate consideration will be in the form of cash and 90% will be in the form of the Company’s common stock. The number of shares of the Company’s common stock to be issued to Independence Bank shareholders is based on a fixed exchange ratio, provided that the Company’s stock price remains between $13.365 and $16.335 as measured by the 10-day average closing price up to and including the fifth trading day prior to closing of the transaction. The value of the stock portion of 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 to reflect the increase or decrease of the Company’s common stock that is outside of this range.

The transaction is expected to close late in the first quarter of 2015, subject to satisfaction of customary closing conditions, including regulatory approvals and approval of Independence Bank and the Company’s shareholders. Directors and executive officers of Independence Bank have entered into agreements with the Company and Independence Bank whereby they committed to vote their shares of Independence Bank common stock in favor of the acquisition. For additional information about the proposed acquisition of Independence Bank, see the Company’s Current Report on Form 8-K filed with the SEC on October 22, 2014 and the Merger Agreement which is filed as an exhibit to the Current Report on Form 8-K.