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):  January 31, 2024

 CARVER BANCORP, INC.
(Exact Name of Registrant as Specified in its Charter)

Delaware
 
001-13007
 
13-3904174
(State or Other Jurisdiction
of Incorporation)
 
(Commission File No.)
 
(I.R.S. Employer
Identification No.)

75 West 125th Street, New York, NY
   
10027-4512
(Address of Principal Executive Offices)
   
(Zip Code)

Registrant’s telephone number, including area code: (212) 360-8820
 
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))
   

Securities registered pursuant to Section 12(b) of the Act:
 
Title of each class
Trading symbol(s)
Name of each exchange on which registered
Common stock, par value $0.01 per share
CARV
The NASDAQ Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company 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 7.01 Regulation FD Disclosure.

On January 31, 2024, Carver Bancorp, Inc. (the “Company”) issued a letter to its shareholders. A copy of the letter is attached as Exhibit 99.1 hereto and incorporated by reference.

The information contained in this Item 7.01 and Exhibit 99.1 shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section, and shall not be incorporated by reference into any filings made by the Company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except as expressly set forth by specific reference in such filing.

Item 8.01 Other Events.

On January 31, 2024, the Company issued a press release announcing the rejection of Dream Chasers Capital Group’s offer to acquire 35% interest of the Company’s common equity, a copy of which is filed as Exhibit 99.2 hereto and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.

(d)  Exhibits.
 
     
Exhibit No.
  
Description
   
  
Letter to Shareholders, dated January 31, 2024
     
 
Press Release, dated January 31, 2024
     
104
 
Cover Page Interactive Data File (embedded in the cover page formatted in Inline XBRL)



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.


   
CARVER BANCORP, INC.
 
 
DATE: January 31, 2024
By:  
/s/ Isaac Torres 
   
Isaac Torres
   
Senior Vice President, General Counsel and Corporate Secretary








Exhibit 99.1


January 31, 2024

Dear Carver Shareholders:

 

I would like to address recent public statements and solicitations issued by Dream Chasers Capital Group (“Dream Chasers”) regarding Carver Bancorp, Inc. (“Carver” or the "Company").

On January 24, 2024, Carver’s CEO and Board Chairman met with Dream Chasers at its Harlem, NY offices in response to requests by Dream Chasers to discuss its interest in acquiring 35% of the Company’s common equity. The meeting was thereafter reported to the Carver Board of Directors (the “Board”), which thoroughly reviewed the proposed terms with Carver’s management team, external financial advisors, and legal advisors.
As a gating matter, the Board determined that the adverse publicly disclosed regulatory history of Dream Chasers’ leadership (https://brokercheck.finra.org/individual/summary/2793976) posed an unacceptable reputational risk to Carver’s standing and mission credibility.  The Board noted the potential impact of such reputational risk on Carver’s relationship with its shareholders, third-party stakeholders, regulators, and customers.  Furthermore, a comprehensive review of the Dream Chasers proposal found it to be wholly deficient with respect to structural details, implied valuation, dilution, and the basic disclosure of financial and managerial resources.

Given the disqualifying reputational risks, the anticipated inability of Dream Chasers’ to obtain regulatory approval or qualification as a bank holding company, and the lack of demonstrated leadership experience in managing a federally regulated and insured depository institution, the Board definitively and unequivocally determined that an association with Dream Chasers of any type is not in the best interest of Carver, its shareholders, and its community stakeholders.
Sincerely,

Craig C. MacKay
Interim President & CEO
Carver Bancorp, Inc.

ABOUT CARVER FEDERAL SAVINGS BANK
Carver was founded by a consortium of faith and business leaders in Harlem in 1948 to address the banking needs of the predominantly African American and Caribbean communities whose residents, businesses, and institutions had limited access to mainstream financial services and business capital.  Carver remains headquartered in Harlem today, with a branch and 24/7 ATM network that serves the traditionally low-to-moderate-income neighborhoods of the five boroughs of New York City and surrounding areas.  As the neighborhoods that we serve have evolved, so has Carver, which today proudly serves as a vehicle of wealth accumulation, finance, and commerce for communities with increasingly diverse income, ethnicity, and socio-economic profiles.

Exhibit 99.2



Carver Bancorp, Inc. Definitively Rejects Dream Chasers’ Offer
NEW YORK, Jan. 31, 2024 /PRNewswire/ -- Carver Bancorp, Inc. (Nasdaq: CARV) ("Carver" or the “Company”), the holding company for Carver Federal Savings Bank (the "Bank"), a certified Community Development Financial Institution ("CDFI") and designated Minority Depository Institution (“MDI”), announced today that its Board of Directors (the “Board”) reviewed and thoroughly rejected an offer by Dream Chasers Capital Group (“Dream Chasers”) to acquire 35% interest in Carver’s common equity.
The Board determined that the adverse publicly disclosed regulatory history of Dream Chasers’ leadership posed unacceptable reputational risks to Carver’s standing and mission credibility.  The Board noted the potential impact of such reputational risk on Carver’s relationship with its shareholders, third-party stakeholders, regulators, and customers.  Furthermore, a comprehensive review of the Dream Chasers proposal found it to be wholly deficient with respect to structural details, implied valuation, dilution, and the basic disclosure of financial and managerial resources.
In particular, the Board noted the following contributing factors in its decision to reject Dream Chasers’ offer:
1.
The significant reputational risk resulting from the adverse regulatory history of Dream Chasers’ leadership;
2.
The anticipated inability of Dream Chasers to obtain regulatory approval for the purchase of a material interest in Carver;
3.
The anticipated inability of Dream Chasers to qualify as a bank holding company;
4.
The lack of direct experience of Dream Chasers’ leadership with a federally regulated and insured depository institution;
5.
The unsubstantiated financial resources of Dream Chasers; and
6.
The unrealistically low offer price based on Carver’s intrinsic value.
As a result of its evaluation, the Board definitively determined that an association with Dream Chasers of any type is not in the best interest of Carver, its shareholders, and its community stakeholders.


About Carver Bancorp, Inc.
Carver Bancorp, Inc. (NASDAQ: CARV) is the holding company for Carver Federal Savings Bank, a federally chartered stock savings bank. Headquartered in Harlem, NY, Carver was founded in 1948 to serve African American and Caribbean-American communities in New York whose residents, businesses, and institutions had limited access to mainstream financial services. The U.S. Treasury Department has designated Carver as a Community Development Financial Institution ("CDFI") because of its community-focused banking services and dedication to its local community's economic viability and revitalization. Carver is one of the largest African- and Caribbean-American managed banks in the United States. The Bank recently expanded its online presence to include consumer checking and savings accounts across nine states, from Massachusetts to Virginia, and Washington, DC. For further information, please visit the Company's website at www.carverbank.com. Be sure to connect with Carver on Facebook, LinkedIn, and Twitter.
Certain statements in this press release are "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act. These statements are based on management's current expectations and are subject to uncertainty and changes in circumstances. Actual results may differ materially from those included in these statements due to a variety of factors, risks, and uncertainties. More information about these factors, risks, and uncertainties is contained in our filings with the Securities and Exchange Commission.
Media:
Michael Herley for Carver
203.308.1409
mediainquiries@carverbank.com
Investors:
ir@carverbank.com
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Document and Entity Information
Jan. 31, 2024
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Document Period End Date Jan. 31, 2024
Entity File Number 001-13007
Entity Registrant Name CARVER BANCORP, INC.
Entity Central Index Key 0001016178
Entity Incorporation, State or Country Code DE
Entity Tax Identification Number 13-3904174
Entity Address, Address Line One 75 West 125th Street
Entity Address, City or Town New York
Entity Address, State or Province NY
Entity Address, Postal Zip Code 10027-4512
City Area Code 212
Local Phone Number 360-8820
Title of 12(b) Security Common stock, par value $0.01 per share
Trading Symbol CARV
Security Exchange Name NASDAQ
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