UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
FORM
Current report
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
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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 (see General Instruction A.2. below):
Securities registered pursuant to Section 12(b) of the Act:
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Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item 2.01.Completion of Acquisition or Disposition of Assets.
On February 1, 2022 (the “Closing Date”), BayCom Corp, a California corporation (“BayCom”) completed its previously announced acquisition of Pacific Enterprise Bancorp (“PEB”) pursuant to an Agreement and Plan of Merger, dated September 7, 2021 (the “Merger Agreement”), by and between BayCom and PEB. Under the terms of the Merger Agreement, PEB merged with and into BayCom (the “Merger”), with BayCom as the surviving corporation in the Merger. Immediately following the Merger, Pacific Enterprise Bank, a wholly-owned subsidiary of PEB, merged with and into United Business Bank, a wholly-owned subsidiary of BayCom (the “Bank Merger”), with United Business Bank as the surviving bank in the Bank Merger.
Pursuant to the Merger Agreement, at the effective time of the Merger (the “Effective Time”), BayCom paid aggregate consideration to PEB shareholders of approximately 2,941,700 shares of BayCom common stock, before taking into account adjustments for fractional shares. Each share of common stock of PEB outstanding immediately prior to the Effective Time, excluding certain specified shares including any dissenting shares, converted into the right to receive 1.0292 shares of BayCom common stock (the “Exchange Ratio”).
At the Effective Time, each option to purchase PEB common stock under an equity incentive plan of PEB (a "PEB stock option") that was outstanding and unexercised, with an exercise price less than the product of (1) $19.67 (which represents the volume-weighted average trading price of a share of BayCom common stock for the 15 consecutive trading days ending on January 25, 2022 (the “BayCom Average Closing Price”)) and (2) the Exchange Ratio, was, whether or not such PEB stock option was then vested or exercisable and subject to the execution and delivery by the holder thereof of an option cancellation agreement, cancelled and converted into the right to receive an amount of cash equal to the product of (i) the excess of (A) the product of (x) the Exchange Ratio and (y) the BayCom Average Closing Price, over (B) the exercise price of such PEB stock option, and (ii) the number of shares of PEB common stock subject to said PEB stock option.
Each award in respect of a share of PEB common stock subject to vesting or other lapse restriction granted under an equity incentive plan of PEB (a "PEB restricted stock award") that was outstanding on the fifth trading day preceding the Closing Date became fully vested on such date. The underlying shares which remained outstanding at the Closing Time were converted automatically into the right to receive 1.0292 shares of BayCom common stock for each share of PEB common stock, with cash to be paid in lieu of any fractional shares of BayCom common stock.
The foregoing description of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, which is incorporated herein by reference as Exhibit 2.1.
Item 8.01Other Events.
On February 1, 2022, BayCom issued a press release announcing the completion of the Merger. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference
Item 9.01Financial Statements and Exhibits
(a)Financial statements of businesses acquired.
The financial statements of the business acquired will be filed by amendment to this Current Report on Form 8-K (this “Report”) no later than 71 days following the date that this Report is required to be filed.
(b)Pro forma financial information.
The pro forma financial information will be filed by amendment to this Report no later than 71 days following the date that this Report is required to be filed.
( c)Not applicable.
(d)Exhibits
Exhibit No. |
| Exhibit |
2.1 | ||
99.1 | ||
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 thereunto duly authorized.
BAYCOM CORP | |
Date: February 2, 2022 | /s/ Keary L Colwell |
Keary L. Colwell, Senior Executive | |
Vice President, Chief Financial Officer | |
(Principal Financial and Accounting | |
Officer) and Secretary |
Exhibit 99.1
BayCom Corp Announces Completion of Acquisition of Pacific Enterprise Bancorp
WALNUT CREEK, California, February 1, 2022 – BayCom Corp (NASDAQ: BCML) (“BayCom” or the “Company”), the parent company of United Business Bank, announced today that effective February 1, 2022, it completed its previously announced acquisition of Pacific Enterprise Bancorp (“PEB”), headquartered in Irvine, California and the merger of Pacific Enterprise Bank, the bank subsidiary of PEB, into United Business Bank. Under the terms of the merger agreement, for each share of PEB common stock, each PEB shareholder will receive 1.0292 shares of BayCom’s common stock with cash to be paid in lieu of any fractional shares. PEB shareholders holding shares in street name will automatically receive shares of BayCom common stock within their accounts. PEB shareholders who hold their shares in certificated form will be mailed a letter of transmittal shortly containing instructions on how to exchange their PEB shares for BayCom shares.
“We at Pacific Enterprise Bancorp are pleased and excited about becoming a part of BayCom and having the advantage of their size, number of branches and diverse package of products and services to offer our clients. I am excited about joining the Board of Directors of United Business Bank,” said Dennis Guida, Chairman of the Board, of Pacific Enterprise Bancorp.
George Guarini, President and Chief Executive Officer of BayCom, said: “We are extremely pleased and proud to be able to announce the consummation of this acquisition. The transaction will expand both our presence in Orange County, California and the breadth of our resources in the area of SBA and other government guaranteed lending products. We look forward to establishing new relationships, enhancing our position in the market and building on an already strong foundation. With this acquisition BayCom has grown to approximately $2.9 billion in total assets, $2.1 billion in total loans, $2.4 billion in total deposits and a capital base of more than $325.0 million. We expect to continue to find suitable acquisition candidates and look forward to the continued execution of our business strategy.”
Guarini further stated, “We welcome the clients, employees and shareholders of the former Pacific Enterprise Bank and Pacific Enterprise Bancorp and look forward to continuing to make the Pacific Enterprise Bank story one that we are proud of.”
BayCom and United Business Bank were assisted by Dave Muchnikoff of Silver, Freedman, Taff & Tiernan LLP for legal services and Greg Gersack of Janney Montgomery Scott LLC served as financial advisor. PEB and Pacific Enterprise Bank were assisted by Joshua A. Dean of Sheppard Mullin Richter & Hampton LLP for legal services and Dan Pake of Hovde Group, LLC served as financial advisor.
About BayCom Corp
The Company, through its wholly owned operating subsidiary, United Business Bank, offers a full-range of loans, including SBA, FSA and USDA guaranteed loans, and deposit products and services to businesses and its affiliates in California, Washington, New Mexico and Colorado. The Bank is an Equal Housing Lender and a member of FDIC. The Company is traded on the NASDAQ under the symbol “BCML”. More information on BayCom and United Business Bank is available at www.unitedbusinessbank.com.
Forward Looking Statement
This news release contains “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995. When used in this communication and in other documents filed with or furnished to the SEC, in press releases or other public shareholder communications, or in oral statements made with the approval of an authorized executive officer, the words or phrases "may," "believe," "will," "will likely result," "are expected to," "will continue," "is anticipated," "estimate," "project," "plans," "potential," or similar expressions are intended to identify "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Investors and security holders are cautioned not to place undue reliance on any forward-looking statements, which speak only as of the date such statements are made. These statements may relate to future financial performance, strategic plans or objectives, revenues or earnings projections, or other financial information. By their nature, these statements are subject to numerous uncertainties that could cause actual results to differ materially from those anticipated in the statements. Statements about the expected timing, completion and effects of the proposed merger and all other statements in this communication other than historical facts constitute forward-looking statements.
In addition to factors disclosed in BayCom’s SEC reports, important factors that could cause actual results to differ materially from the results anticipated or projected include, but are not limited to, the following: expected revenues, cost savings, synergies and other benefits from the merger might not be realized within the expected time frames or at all including but not limited to customer and employee retention, and costs or difficulties relating to integration matters, might be greater than expected including as a result of changes in general economic and market conditions, interest and exchange rates, monetary policy, laws and regulations and their enforcement, and the degree of competition in the geographic and business areas in which BayCom operates; the risk that the benefits from the merger may not be fully realized or may take longer to realize than expected or be more costly to achieve; the failure to attract new customers and retain existing customers in the manner anticipated; reputational risks and the potential adverse reactions or
changes to business, customer or employee relationships, including those resulting from the completion of the merger; the outcome of pending or threatened litigation, or of matters before regulatory agencies, whether currently existing or commencing in the future, including litigation related to the merger; changes in interest rates which may affect BayCom’s expected revenues, credit quality deterioration, reductions in real estate values, or reductions in BayCom’s net income, cash flows or the market value of assets, including its investment securities; future acquisitions by BayCom of other depository institutions or lines of business; and that the COVID-19 pandemic, including uncertainty and volatility in financial, commodities and other markets, and disruptions to banking and other financial activity, could harm BayCom’s business, financial position and results of operations, and could adversely affect the timing and anticipated benefits of the merger.
Additional factors which could affect the forward-looking statements can be found in the cautionary language included under the headings “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” in BayCom’s Annual Report on Form 10-K filed with the SEC for the year ended December 31, 2020, and other documents subsequently filed by BayCom with the SEC.
You should not place undue reliance on forward-looking statements and BayCom undertakes no obligation to update or revise any such statements to reflect circumstances or events that occur after the date on which the forward-looking statement is made, whether as a result of new information, future events or otherwise.
Contact:
BayCom Corp
Keary Colwell, CFO
(925) 476-1800
Document and Entity Information |
Feb. 02, 2022 |
|---|---|
| Cover [Abstract] | |
| Document Type | 8-K |
| Document Period End Date | Feb. 02, 2022 |
| Entity File Number | 001-38483 |
| Entity Registrant Name | BAYCOM CORP |
| Entity Incorporation, State or Country Code | CA |
| Entity Tax Identification Number | 37-1849111 |
| Entity Address, Address Line One | 500 Ygnacio Valley Road |
| Entity Address, Adress Line Two | Suite 200 |
| Entity Address, City or Town | Walnut Creek |
| Entity Address, State or Province | CA |
| Entity Address, Postal Zip Code | 94596 |
| City Area Code | 925 |
| Local Phone Number | 476-1800 |
| Written Communications | false |
| Soliciting Material | false |
| Pre-commencement Tender Offer | false |
| Pre-commencement Issuer Tender Offer | false |
| Title of 12(b) Security | Common Stock |
| Trading Symbol | BCML |
| Security Exchange Name | NASDAQ |
| Entity Emerging Growth Company | true |
| Entity Ex Transition Period | false |
| Entity Central Index Key | 0001730984 |
| Amendment Flag | false |