8-K

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): December 19, 2016

CVB FINANCIAL CORP.

(Exact name of registrant as specified in its charter)

California	0-10140	95-3629339
(State or other jurisdiction of incorporation or organization)	(Commission file number)	(I.R.S. employer identification number)
701 North Haven Avenue, Ontario, California		91764
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (909) 980-4030

Not Applicable

(Former name or former address, if changed since last report.)

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):

☒ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01 Other Events.

On December 20, 2016, CVB Financial Corp. (the “Company”) announced that the Company and Valley Commerce Bancorp had amended their Agreement and Plan of Reorganization and Merger dated September 22, 2016 (the “Merger Agreement”). A copy of the Company’s press release announcing the amendment to the Merger Agreement is attached to this report as Exhibit 99.1. The press release’s descriptions of the Merger Agreement and the amendment are qualified by the actual terms of the Merger Agreement and the amendment, copies of which are included as Exhibit 99.2 and Exhibit 99.3 to this report.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number
99.1	Press Release dated December 20, 2016
99.2	Agreement and Plan of Reorganization and Merger by and between CVB Financial Corp. and Valley Commerce Bancorp dated September 22, 2016 (incorporated by reference to Exhibit 99.3 to CVB Financial Corp’s Form 8-K filed on September 23, 2016)
99.3	First Amendment to Agreement and Plan of Reorganization and Merger by and between CVB Financial Corp. and Valley Commerce Bancorp dated December 19, 2016

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.

	CVB FINANCIAL CORP.
	(Registrant)
Date: December 20, 2016	By:	/s/ E. Allen Nicholson
		E. Allen Nicholson
		Executive Vice President and Chief Financial Officer

EX-99.1

Exhibit 99.1

CVB Financial Corp.

701 N Haven Avenue, Suite 350

Ontario, CA 91764

909.980.4030

Press Release

For Immediate Release

CVB Financial Corp. Christopher D. Myers President and Chief Executive Officer (909) 980-4030 Valley Commerce Bancorp Allan W. Stone President and Chief Executive Officer (559) 429-7502

CVB Financial Corp. and Valley Commerce Bancorp Announce Amended Merger Agreement

Ontario, CA and Visalia, CA, December 20, 2016 - CVB Financial Corp. (NASDAQ: CVBF) and Valley Commerce Bancorp (OTC PINK: VCBP) announced today that they have amended the merger agreement, pursuant to which CVB Financial Corp. (“CVBF”) will acquire Valley Commerce Bancorp (“VCBP”) the holding company for Valley Business Bank.

Pursuant to the amendment, the aggregate number of shares of CVB Financial common stock that VCBP’s shareholders may receive in the merger is fixed at 1,942,673, but is now subject to a pricing collar requiring the aggregate merger consideration to have a value of not less than approximately $50.6 million and not more than approximately $62.2 million depending on the average closing price of CVB Financial’s common stock prior to the closing of the merger and subject to adjustment for VCBP’s merger-related transaction expenses.

In particular, the amendment provides that if the weighted average closing price of CVB’s common stock before the merger is $20.00 or greater, the aggregate number of shares of CVB common stock that VCBP holders will receive will be reduced so that the aggregate merger consideration will not exceed $62.2 million. Similarly, the amendment provides that if the average closing price of CVB common stock is less than $14.00, then CVB, in its discretion, will either increase the number of shares of CVB common stock included in the aggregate stock consideration, increase the cash included in the aggregate cash consideration, or some combination of these so that the aggregate merger consideration is not less than $50.6 million. In each case, the aggregate merger consideration is subject to further adjustment based for VCBP’s merger-related transaction expenses.

The amendment also, among other items, allows CVB to terminate the merger agreement in the event its average closing price is less than $11.00 and removes, as a condition to closing, the requirement that VCBP’s transaction related expenses not exceed certain thresholds.

The parties continue to expect the merger to close during the first quarter of 2017.

About CVB Financial Corp.

CVB Financial Corp. is the holding company for Citizens Business Bank. CVBF is the ninth largest bank holding company headquartered in California with assets of approximately $8.0 billion at September 30, 2016. CVBF recently earned the ranking of “Best Bank in America” according to Forbes’ America’s Best Banks 2016. Citizens Business Bank has 42 Business Financial Centers, eight Commercial Banking Centers, and three trust office locations serving the Inland Empire, Los Angeles County, Orange County, San Diego County, Ventura County, Santa Barbara County, and the Central Valley area of California.

Shares of CVB Financial Corp. common stock are listed on the NASDAQ under the ticker symbol “CVBF.” For investor information on CVB Financial Corp., visit our Citizens Business Bank website at www.cbbank.com and click on the “Investors” tab.

About Valley Commerce Bancorp

Valley Commerce Bancorp was formed in 2002 to serve as the holding company and sole shareholder of Valley Business Bank. Valley Business Bank is a California state-chartered commercial bank that commenced operations in 1996. The Bank offers a full range of commercial banking services and maintains its headquarters and two branch offices in Tulare County and one branch in Fresno County. The bank is a member of the FDIC, an SBA Preferred Lender, and a CDARS depository institution. Valley Business Bank provides exceptional service to local businesses, through the participation of successful business persons with a strong understanding of the local market.

Valley Commerce Bancorp stock is traded on the OTC Pink under the ticker symbol “VCBP.”

Safe Harbor

Certain matters set forth herein constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including forward-looking statements relating to CVBF’s current expectations regarding the proposed transaction, its business plans and expectations and its future financial position and operating results. Words such as “expects”, “will likely result”, “aims”, “anticipates”, “believes”, “could”, “estimates”, “expects”, “hopes”, “intends”, “may”, “plans”, “projects”, “seeks”, “should”, “will” and variations of these words and similar expressions help to identify these forward looking statements, which involve risks and uncertainties. These forward-looking statements are subject to risks and uncertainties that could cause actual results, performance and/or achievements to differ materially from those projected. These risks and uncertainties include, but are not limited to: CVBF’s ability to realize cost savings within expected time frames or at all; whether governmental approvals for the proposed transaction will be obtained within expected time frames or ever; whether the conditions to the closing of the proposed transaction, including approval by VCBP shareholders, are satisfied; local, regional, national and international economic and market conditions and

events and the impact they may have on CVBF, CVBF’s customers, assets, and liabilities; changes in CVBF or VCBP’s organization, management, compensation and benefit plans, and the ability of CVBF and VCBP to retain or expand their respective management teams and/or boards of directors; CVBF’s success at managing the risks involved in the foregoing items and all other factors set forth in CVBF’s public reports including its Annual Report on Form 10-K for the year ended December 31, 2015, and particularly the discussion of risk factors within that document. CVFB does not undertake, and specifically disclaims any obligation, to update any forward-looking statements to reflect occurrences or unanticipated events or circumstances after the date of such statements except as required by law. Statement about future operating results, such as those concerning accretion and dilution to CVBF’s earnings or shareholders are for illustrative purposes only, are not forecasts and actual results may differ.

Additional Information About the Proposed Transaction and Where to Find It

In connection with the proposed acquisition transaction, CVBF has filed with the SEC a Registration Statement on Form S-4 that includes a Proxy Statement of VCBP and a Prospectus of CVBF, as well as other relevant documents concerning the proposed transaction. The final proxy statement/prospectus will be distributed to the shareholders of VCBP in connection with their vote on the proposed transaction.

SHAREHOLDERS OF VCBP ARE URGED TO READ THE REGISTRATION STATEMENT AND THE PROXY STATEMENT/PROSPECTUS REGARDING THE PROPOSED TRANSACTION WHEN IT BECOMES AVAILABLE AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION.

The Proxy Statement/Prospectus and other relevant materials (when they become available), and any other documents CVBF filed with the SEC may be obtained free of charge at the SEC’s website, http://www.sec.gov, at the investor relations portion of CVBF’s website, https://www.cbbank.com, by contacting Myrna DiSanto, Investor Relations, CVB Financial Corp, 701 N Haven Avenue, Ontario, CA 91764 or by telephone at (909) 980-4030 or by contacting Allan W. Stone, President & Chief Executive Officer, Valley Commerce Bancorp, 701 West Main Street, Visalia, CA 93291 or by telephone at (559) 622-9000.

CVBF and VCBP and certain of their directors and executive officers may be deemed to be participants in the solicitation of proxies from the shareholders of VCBP in connection with the merger. Information about the directors and executive officers of CVBF and their ownership of CVBF common stock is set forth in CVBF’s proxy statement filed with the SEC on April 4, 2016. Information about the directors and executive officers of VCBP will be set forth in the Proxy Statement/Prospectus regarding the proposed transaction. This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval.

EX-99.3

Exhibit 99.3

EXECUTION COPY

FIRST AMENDMENT TO

AGREEMENT AND PLAN OF MERGER AND REORGANIZATION

This FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER AND REORGANIZATION dated December 19, 2016 (this “Amendment”) is made to the Agreement and Plan of Reorganization and Merger dated as of September 22, 2016 (the “Merger Agreement”) by and between CVB Financial Corp., a California corporation (“CVB”), and Valley Commerce Bancorp, a California corporation (“Valley”). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Merger Agreement.

RECITALS

WHEREAS, pursuant to Section 8.4 of the Merger Agreement, CVB and Valley wish to amend the Merger Agreement as set forth in this Amendment.

NOW THEREFORE, in consideration of the mutual covenants, representations, warranties and agreements herein contained, and of other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, CVB and Valley hereby agree as follows:

1. Amendments.

(a) Merger Consideration.

(i) Section 1.4(d)(v) is hereby amended and restated as follows:

(v) “Per Share Exchange Ratio” means the quotient of the Aggregate Stock Amount divided by the Valley Closing Shares.

(ii) Section 1.4(d)(i) is amended and restated as follows and a new subsection 1.4(d)(vii) is added as follows:

(i) “Aggregate Cash Amount” means $23,400,000 minus the amount, if any, that the Transaction Costs exceed $3,500,000.

(vii) “Aggregate Stock Amount” means 1,942,673 shares of CVB Common Stock, subject to adjustment as provided in Section 1.4(h).”

(iii) Section 1.4 is amended to include a new Section 1.4(h) as follows:

(h) Trading Collars:

(i) In the event that the Average Closing Price is less than $14.00, CVB shall, in its sole discretion, increase (x) the number of shares included in the Aggregate Stock Amount, (y) increase the Aggregate Cash Amount or (z) increase both the number of shares included in the Aggregate Stock Amount and the Aggregate Cash Amount, so that as a result of any such adjustments, the sum of the value of the Aggregate Stock Amount (based on the Average Closing Price) and the Aggregate Cash Amount shall be no less than $50,597,422, subject to reduction of the Aggregate Cash Amount as contemplated in Section 1.4(d)(i) provided however, that CVB may not elect to increase the Aggregate Cash Amount such that the sum of the Aggregate Cash Amount and any amounts paid or payable to holders of Dissenting Shares would exceed 58% of the sum of Aggregate Cash

EXECUTION COPY

Amount, and any amounts paid or payable to holders of Dissenting Shares and the aggregate market value of the Aggregate Stock Amount, in each case giving effect to any adjustments hereunder, as of the Closing Date

(ii) In the event that the Average Closing Price is greater than $20.00, the Aggregate Stock Amount shall be reduced to the number of shares of CVB Common Stock equal to the quotient of $38,853,460 divided by the CVB Average Closing Price.

(b). Transaction Costs as Closing Condition. Section 7.2(l) is hereby deleted in its entirety and amended as follows: “(l) Reserved.” The deletion and amendment of Section 7.2(l) shall not affect Section 7.2(l) of the Valley Disclosure Schedule, which shall remain unchanged and in full force and effect.

(c) References to Merger Agreement. The term “Agreement” as defined in the Preamble of the Merger Agreement is hereby amended to refer to the Merger Agreement, as amended, restated, modified or otherwise supplemented from time to time, including without limitation, by this Amendment.

(d) References to Date of the Merger Agreement. Notwithstanding the execution of this Amendment, any and all references in the Merger Agreement to the date of the “Agreement” shall be a reference to September 22, 2016.

(e) End Date: Section 8.1(b)(ii) is hereby amended to change the date “February 27, 2017” to “February 28, 2017.”

(f) Termination. Section 8.1(f) is hereby amended and restated as follows:

(f) By CVB, upon its written notice to Valley within the two (2) Business Days following the Determination Date if the CVB Average Closing Price is less than $11.00. For purposes of Section 7.1(f), “Determination Date” means the fifth (5th) Trading Day immediately preceding the anticipated Closing Date. If CVB declares or effects a stock dividend, reclassification, recapitalization, forward or reverse stock split, or similar transaction between the date of this Agreement and the Determination Date, the prices for the CVB Common Stock used to determine the CVB Average Closing Price shall be appropriately adjusted.

(g) Final Day of the Month. Section 9.4 is hereby amended to add the following sentence to the end of such section: “For purposes of Sections 5.2(b), 6.8, 7.2(k) and 7.2(n), if by the agreement of the parties, the Closing Date is after February 28, 2017 and on or before the sixth (6th) calendar day of the month, references to the final day of the month immediately preceding the Closing Date shall be interpreted to mean the final day of the month immediately preceding the month immediately preceding the Closing Date.”

2. Miscellaneous Provisions. Sections 9.3, 9.4, 9.5, 9.6, 9.7 of the Merger Agreement are incorporated into this Amendment by reference as if they were a part hereof and for the purposes of this Section 2, each reference to the “Agreement” therein shall be construed as a reference to this Amendment.

3. Survival of Merger Agreement. Except as amended hereby, all the terms of the Merger Agreement shall remain in full force and effect. This Amendment amends certain provisions of the Merger Agreement and together with the Merger Agreement sets forth the entire agreement and understanding of the parties hereto in respect of the subject matter hereof and thereof.

EXECUTION COPY

SIGNATURES ON THE FOLLOWING PAGE

EXECUTION COPY

IN WITNESS WHEREOF, each of the undersigned has caused this Amendment to be duly executed and delivered as of the date first written above.

CVB FINANCIAL CORP.
By:	/s/ Christopher D. Myers
Name:	Christopher D. Myers
Title:	President and Chief Executive Officer
VALLEY COMMERCE BANCORP
By:	/s/ Allan W. Stone
Name:	Allan W. Stone
Title:	President & Chief Executive Officer

[SIGNATURE PAGE TO FIRST AMENDMENT TO MERGER AGREEMENT]