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Subsequent Event
3 Months Ended
Mar. 31, 2015
Subsequent Event  
Subsequent Event

 

14) Subsequent Events

        On April 23, 2015, the Company announced that its Board of Directors declared a $0.08 per share quarterly cash dividend to holders of common stock and Series C preferred stock (on an as converted basis). The dividend will be paid on May 28, 2015, to shareholders of record on May 14, 2015.

        On April 23, 2015, the Company and Focus Business Bank ("Focus") jointly announced the execution of a definitive agreement and plan of merger and reorganization whereby Focus will merge into HBC in a transaction valued at approximately $54,800,000. The transaction combines two of the leading commercial banking franchises in San Jose, California with more than $2,000,000,000 in combined assets.

        The board of directors of both companies approved the transaction, which is subject to customary conditions, including the approval of bank regulatory agencies and the shareholders of the Company and Focus. Upon completion of the transaction, the Company's Board of Directors will consist of 13 directors, eleven representatives from the Company and two representatives from Focus. Shareholders of Focus will receive a fixed exchange ratio at closing of 1.8235 shares of the Company's common stock for each share of Focus common stock. Based on the Company's stock price as of April 22, 2015, the day preceding the deal announcement, total consideration for each Focus share would be $16.41.

        Focus is a California bank with $391,283,000 in assets at December 31, 2014, with a single branch located in downtown San Jose. As of December 31, 2014, on a pro forma consolidated basis, the combined company would have had approximately $2,000,000,000 in assets. Giving effect to the transaction, existing shareholders of the Company are expected to own approximately 85.4% of the outstanding shares of the combined company and Focus shareholders are expected to own approximately 14.6%.

        The transaction will be accounted for using the acquisition method of accounting which requires, among other things, that the assets acquired and liabilities assumed be recognized at their fair values as of the acquisition date. The acquisition related disclosures required by the accounting guidance cannot be made as the initial accounting for the business transaction is incomplete. Key financial data such as the determination of the fair value of the assets acquired and liabilities assumed is not yet available.