UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 14, 2012
MANHATTAN BANCORP
(Exact name of registrant as specified in its charter)
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California |
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000-54116 |
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20-5344927 |
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(State or other jurisdiction of |
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(Commission |
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(IRS Employer |
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2141 Rosecrans Avenue, Suite 1100 El Segundo, California |
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90245 |
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(Address of principal executive offices) |
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(Zip Code) |
Registrant’s telephone number, including area code: (310) 606-8000
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240-13e-4(c))
Item 1.01 Entry into a Material Definitive Agreement.
On September 15, 2012, Manhattan Bancorp (the “Company”) entered into a Third Amendment to Credit Agreement (the “Credit Agreement Amendment”) with Carpenter Fund Management Company, LLC, as administrative agent (the “Administrative Agent”), and Carpenter Community Bancfund, L.P. and Carpenter Community Bancfund-A, L.P., as lenders, which amends the Credit Agreement dated as of July 25, 2011, as amended on November 21, 2011 and January 18, 2012 (as amended, the “Credit Agreement”).
The Credit Agreement Amendment provides for an extension of the maturity date of the loans outstanding under the Credit Agreement from September 15, 2012 to December 31, 2012, and a corresponding delay in the right of the Company and the Administrative Agent, on behalf of the lenders, to convert all or any portion of the unpaid principal balance of the loans outstanding under the Credit Agreement (not to exceed $4,000,000, in the aggregate) into shares of common stock of the Company. This conversion option may now be exercised prior to December 31, 2012 and at any time commencing on or after (i) 10 business days after the closing of the rights offering to be conducted by the Company pursuant to the terms of its merger agreement with Professional Business Bank and (ii) December 15, 2012.
The foregoing summary of the Credit Agreement Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Credit Agreement Amendment, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On September 14, 2012, the Company and its wholly-owned subsidiary, Bank of Manhattan, N.A. (the “Bank”), appointed Curt A. Christianssen as interim Chief Financial Officer.
Mr. Christianssen, 52, joins the Company and the Bank on an interim basis while retaining his role as Executive Vice President and Chief Financial Officer of the Carpenter Community BancFund, a private equity-funded bank holding company, CCFW, Inc. d/b/a Carpenter & Company, a bank consulting firm, and Seapower Carpenter Capital, Inc., a broker/dealer subsidiary of CCFW that commenced in 1999. From 1996 to 1999 Mr. Christianssen served as Chief Financial Officer and Director of Corporate Development for Dartmouth Capital Group and Eldorado Bancshares, Inc. From 1993 until its acquisition in 1996 by Eldorado Bancshares, Mr. Christianssen served as Chief Financial Officer of Liberty National Bank. Mr. Christianssen had previously served as Chief Financial Officer of Olympic National Bank from 1991 to 1993, as Chief Financial Officer of two financial institutions under the control of the Resolution Trust Corporation and as a Senior Management Consultant with the Ernst & Young firm. In addition, Mr. Christianssen served in a variety of financial positions with Continental Ministries and Colorado National Bancshares.
The Company and the Bank have entered into a Reimbursement Agreement with CCFW, pursuant to which Mr. Christianssen will serve as interim Chief Financial Officer of the Company and the Bank. Under the Reimbursement Agreement, the Company will pay CCFW on account of Mr. Christianssen’s services a monthly fee of $38,333 plus any costs incurred by CCFW to provide benefits to Mr. Christianssen, and will reimburse CCFW for Mr. Christianssen’s reasonable expenses incurred in connection with his services to the Company and the Bank. The Reimbursement Agreement is terminable by either party upon 30 days’ notice.
The foregoing summary of the Reimbursement Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Reimbursement Agreement, which is filed as Exhibit 10.2 to this Current Report on Form 8-K and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit No. |
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Description |
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10.1 |
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Third Amendment to Credit Agreement, dated as of September 15, 2012, among Manhattan Bancorp, the lenders party thereto and Carpenter Fund Management Company, LLC, as administrative agent for the lenders. |
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10.2 |
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Reimbursement Agreement, dated as of August 31, 2012, among Manhattan Bancorp, Bank of Manhattan, N.A. and CCFW, Inc. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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Date: September 20, 2012 |
MANHATTAN BANCORP | |
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(Registrant) | |
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By: |
/s/ Terry L. Robinson |
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Terry L. Robinson |
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Chief Executive Officer |
Exhibit 10.1
THIRD AMENDMENT
TO
CREDIT AGREEMENT
THIS THIRD AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of September 15, 2012, is entered into by and among Manhattan Bancorp, a California corporation (the “Borrower”), the lenders party to the Agreement (as defined below) (the “Lenders”) and Carpenter Fund Management Company, LLC, a Delaware limited liability company, as administrative agent for the Lenders (the “Administrative Agent”).
RECITALS
WHEREAS, the Borrower, the Administrative Agent and the Lenders are parties to that certain Credit Agreement, dated as of July 25, 2011, as amended by that certain First Amendment to Credit Agreement, dated as of November 21, 2011 and as amended further by that certain Second Amendment to Credit Agreement, dated as of January 18, 2012 (as amended, the “Agreement”), pursuant to which the Lenders have extended and made available to the Borrower certain advances of money under a credit facility in the principal amount of up to Seven Million Dollars ($7,000,000);
WHEREAS, the parties hereto find it necessary and desirable to make certain changes to the Agreement as more particularly described herein.
NOW THEREFORE, in consideration of the foregoing premises and the agreements herein contained, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
AGREEMENT
1. Definitions. All capitalized terms used in this Amendment and not otherwise defined herein shall have the meanings ascribed to such capitalized terms in the Agreement.
2. Amendments. The Agreement is hereby amended as follows:
(i) The definition of “Maturity Date” in Section 1.01 of the Agreement is hereby deleted in its entirety and the following is substituted in lieu thereof:
“‘Maturity Date’ means December 31, 2012 or such earlier date as a Loan shall be required to be paid hereunder.”
(ii) The first sentence of Section 2.14 is hereby deleted in its entirety and the following is substituted in lieu thereof:
“SECTION 2.14. Conversion.
(a) At any time commencing on or after the earlier of (1) 10 Business Days after the closing of the Rights Offering and (2) December 15, 2012, and ending on the Maturity Date, either the Borrower or the Administrative Agent, on behalf of the Lenders, may convert, at its option, all or any portion of the unpaid principal balance of the Loans in an aggregate amount not to exceed $4,000,000 into fully paid and nonassessable shares of common stock, no par value, of the Borrower (“Common Stock”).”
3. Terms of Agreement. Except as expressly modified hereby, all terms, conditions and provisions of the Agreement shall continue in full force and effect.
4. Conflicting Terms. In the event of any inconsistency or conflict between the Agreement and this Amendment, the terms, conditions and provisions of this Amendment shall govern and control.
5. Severability. Any provision of this Amendment that is held by a court of competent jurisdiction to be invalid or unenforceable shall not impair or invalidate the remainder of this Amendment and the effect thereof shall be confined to the provisions so held to be invalid or unenforceable.
6. Successors and Assigns. This Amendment is binding upon and shall inure to the benefit of the Borrower, the Administrative Agent, the Lenders and their respective successors and permitted assigns, except as limited by applicable law and/or by the terms of the Agreement.
7. Headings. The headings in this Amendment are for purposes of reference only and shall not otherwise affect the meaning or interpretation of any provision hereof.
8. Governing Law. THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF CALIFORNIA, WITHOUT REGARD TO THE PRINCIPLES OF CONFLICT OF LAWS.
9. Integration. This Amendment and the Agreement, as modified hereby, constitute the entire agreement among the parties hereto and supersedes all prior and contemporaneous agreements, oral or written, among the parties concerning the subject matter hereof. No term of this Amendment shall be amended, supplemented, modified or waived except by a writing signed by the parties hereto.
10. Construction. Each party to this Amendment has reviewed and participated in the formulation of the components of this Amendment. Accordingly, this Amendment shall be construed simply according to its fair meaning and not strictly for or against any party.
11. Counterparts. This Amendment may be executed in one or more counterparts, each of which shall be deemed an original, but all of which, taken together, shall constitute one and the same agreement.
[Remainder of page intentionally left blank; signature page follows.]
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the day and year first written above.
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MANHATTAN BANCORP, as Borrower |
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By: |
/s/ Terry L. Robinson |
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Name: |
Terry L. Robinson |
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Title: |
Chief Executive Officer |
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CARPENTER FUND MANAGEMENT |
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COMPANY, LLC, as Administrative Agent |
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By: |
/s/ James B. Jones |
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Name: |
James B. Jones |
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Title: |
Managing Member |
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CARPENTER COMMUNITY BANCFUND, L.P., as Lender |
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By: |
/s/ Howard N. Gould |
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Name: |
Howard N. Gould |
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Title: |
Managing Member |
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CARPENTER COMMUNITY BANCFUND-A, L.P., as Lender |
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By: |
/s/ Howard N. Gould |
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Name: |
Howard N. Gould |
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Title: |
Managing Member |
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Exhibit 10.2
REIMBURSEMENT AGREEMENT
This REIMBURSEMENT AGREEMENT (the “Agreement”) is made this 31st day of August, 2012, by and between MANHATTAN BANCORP, a California corporation and registered bank holding company, its wholly-owned subsidiary BANK OF MANHATTAN, NA, a banking association established under the laws of the United States, (hereinafter collectively referred to as “Manhattan”), and CCFW, Inc., a California corporation (hereinafter referred to as “CCFW”).
Recitals
WHEREAS, Manhattan presently owns and operates a commercial bank and certain other non-bank subsidiary entities in California;
WHEREAS, CCFW provides consulting services to banking entities throughout California;
WHEREAS, CCFW and Manhattan are affiliates for purposes of the Federal Reserve System’s Regulation W, as a result of the control ownership interest in each of CCFW and Manhattan held by Carpenter Fund Manager GP, LLC, a registered bank holding company;
WHEREAS, Manhattan requires various services, which may include but are not limited to managerial assistance, financial analysis and reporting and similar services;
WHEREAS, CCFW is willing and able to provide such services to Manhattan;
WHEREAS, it is the desire of CCFW and Manhattan to confirm by written agreement Manhattan’s engagement of CCFW to perform for Manhattan certain functions and incur certain expenses in the specified areas and to consult with the Board of Directors and the officers of Manhattan and with the administrative staff in the areas designated and on the terms set forth in this Agreement.
NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth in this Agreement, CCFW and Manhattan (collectively referred to hereinafter as “the parties”) agree as follows:
1. Provision of Services by CCFW
(a) Description of Services
Upon request by Manhattan, CCFW shall furnish Manhattan with services including, but not necessarily limited to:
(i) Managerial services provided by CCFW representatives to Manhattan;
(ii) Financial analysis and reporting services provided by CCFW representatives to Manhattan; and
(iii) Other services as may be agreed upon by the parties.
(b) Acting on Behalf of Manhattan
From time to time, CCFW may deem it advisable and CCFW is authorized to enter into agreements with other persons, companies, or firms in order to properly perform the duties and obligations required of CCFW under this Agreement with respect to the services to be provided as set forth herein. With regard to any such agreements, CCFW shall be the exclusive agent of Manhattan for the purpose of negotiating the terms and conditions of said agreements provided, however, that CCFW shall not enter into any such agreement on behalf of Manhattan unless the principal terms of such agreement have been approved by the Board of Directors of Manhattan.
(c) Delivery of Services
CCFW shall furnish services to Manhattan under this Agreement with personnel employed or selected by CCFW and who are acceptable to Manhattan.
CCFW shall give the same care to Manhattan’s work as it gives to its own work. However, CCFW does not warrant the work free of error, and shall be liable only for its own gross negligence or willful misconduct.
(d) Oversight
All services provided to Manhattan pursuant hereto are subject to oversight and review by the Manhattan Board of Directors, and CCFW shall cause the provision of such services to be coordinated with appropriate Manhattan management personnel.
2. Fees, Costs and Compensation
(a) Written Description
At the outset of each engagement by Manhattan of CCFW pursuant to this Agreement, the parties shall agree in writing on the scope of the services to be delivered, the overall rate of reimbursement to be paid by Manhattan to CCFW for the services, and any other arrangements specific to that engagement.
(b) Payment of Fees for Services
Manhattan shall reimburse CCFW for services performed under this Agreement in such amounts as shall be agreed upon by the parties, which amounts shall not exceed the fair market value
of the provided services, or, if the fair market value cannot be determined without unreasonable expense or effort, the cost of the provided services plus a commercially reasonable profit.
(b) Reimbursement of Costs
Manhattan shall reimburse CCFW for all costs incurred by CCFW on behalf of and for the benefit of Manhattan in connection with the provision of services hereunder. Costs include, but are not limited to, payments made to third parties by CCFW for services. Costs also include CCFW’s out-of-pocket expenses and reasonable compensation for the services of CCFW representatives providing services to Manhattan hereunder.
(c) Billing and Payment
CCFW shall provide Manhattan with a statement not later than five business days following the end of each calendar month which sets forth (1) a summary of the services rendered and related fees incurred during that month, (2) identification of CCFW personnel providing services stating tasks performed and time spent recorded in increments of hours, half days or full days, and (3) a detailed listing of all costs incurred during that month, for which payment is requested.
Manhattan shall pay CCFW not later than the 15th day of each calendar month for all fees and costs incurred by CCFW on behalf of Manhattan and billed pursuant to Sections 2(a), 2(b) and 2(c) above.
3. Consultant Status
CCFW shall render services hereunder as a consultant and nothing in this Agreement shall be construed to characterize CCFW or its representatives as employees of Manhattan.
4. Term of Agreement
This Agreement shall be for a term of one (1) year from the date first set forth above, subject to earlier termination as provided in Section 5 of this Agreement. This Agreement shall automatically be renewed and extended for a one (1) year period upon the expiration of the initial one (1) year term and upon the expiration of any succeeding one (1) year term, unless either party notifies the other in writing not less than thirty (30) days prior to such expiration of its intention not to renew or extend this Agreement.
5. Early Termination
Either party may terminate this Agreement at any time upon thirty (30) days’ prior written notice to the other party.
6. Indemnification
In consideration of the services to be rendered by CCFW and the fees to be paid by Manhattan hereunder, CCFW and Manhattan hereby agree to indemnify and save each other harmless from and against any and all claims, demands, actions, proceedings, judgments, losses, damages, counsel fees, payments, expenses and liabilities whatsoever which CCFW or Manhattan at any time may sustain or incur by reason of the willful misconduct or negligence of personnel assigned by CCFW or Manhattan, respectively, to perform this Agreement. In this connection, CCFW and Manhattan agree to notify the other party promptly of any event which either party reasonably believes may give rise to a claim by CCFW or Manhattan pursuant to the foregoing indemnity and, upon demand by CCFW or Manhattan, to defend against any such claim in the place and on behalf of CCFW or Manhattan, respectively.
7. Assignment
This Agreement shall not be assigned or transferred by either party without the prior written consent of the other party.
8. Arbitration
Any controversy or claim arising out of or relating to the compensation to be paid by Manhattan for the services rendered by CCFW pursuant to the terms of this Agreement shall be settled by arbitration in accordance with the rules of the American Arbitration Association, and judgment on the award rendered by the arbitrator or arbitrators may be entered in any court having jurisdiction thereof. Either party to this Agreement may submit to arbitration any controversy or claim.
9. Applicable Laws and Regulations
The services performed under this Agreement by CCFW will be subject to the regulations and examination of the federal or state agencies having supervisory jurisdiction over CCFW and Manhattan to the same extent as if such services were being performed solely by Manhattan on its own premises. The provisions of this Agreement are subject to the approval, modification, regulation or ruling of any governmental agency having jurisdiction over CCFW, Manhattan or their affiliates.
This Agreement shall be binding on and shall be to the benefit of the parties hereto and their respective heirs, executors, administrators, successors, and assigns, and shall be governed by the laws of the State of California. This Agreement may be amended or modified only by a writing executed by the parties hereto. If any provision of this Agreement is adjudged unlawful by any court
of competent jurisdiction, the remaining provisions of this Agreement shall remain in full force and effect. Further, if any part of this Agreement is adjudged invalid by a court of competent jurisdiction, such determination shall have no effect whatsoever on the amount or amounts of compensation to be paid to CCFW pursuant to the terms of this Agreement.
10. Accounting
Upon termination or expiration of this Agreement, CCFW and Manhattan shall do all things necessary to effect a final and complete accounting under this Agreement, and Manhattan shall promptly thereafter pay to CCFW any amount due to CCFW under the terms of this Agreement.
11. Confidentiality
CCFW will hold in confidence all information relating to Manhattan’s assets, liabilities, business or affairs, or those of any of its affiliates, which is received by CCFW in the course of rendering the services hereunder. CCFW will make the same effort to safeguard such information as it does to protect its own proprietary data. CCFW will not use any proprietary information regarding Manhattan for its own benefit or that of any affiliate, and all confidential information obtained during the term of this Agreement will be returned to Manhattan upon its termination.
12. Headings
The headings or titles of the several sections hereof shall be solely for convenience of reference and shall not affect the meaning, construction or effect of this Agreement.
13. Counterpart Signatures
This Agreement may be executed in counterparts, each of which shall be an original and all of which shall constitute but one and the same agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement to be effective as of the date first above written.
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MANHATTAN BANCORP |
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BANK OF MANHATTAN, NA | |||
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/s/ Terry Robinson |
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/s/ Terry Robinson | |
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By: |
Terry Robinson |
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By: |
Terry Robinson | |
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President and CEO |
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Its: |
Chief Executive Officer | |
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CCFW, Inc. |
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/s/ John D. Flemming |
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By: |
John D. Flemming |
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President |
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