Beverly Hills Bancorp Inc. and Orchard First Source Asset Management, LLC Announce Merger Agreement
March 03 2009 - 2:15PM
Business Wire
Beverly Hills Bancorp Inc. (�BHBC�) (Stock Ticker: BHBC) and
Orchard First Source Asset Management, LLC (�OFS�) jointly
announced today the signing of a definitive agreement to merge
OFS�s wholly owned subsidiary lender OFS Funding, LLC into First
Bank of Beverly Hills (�FBBH� or �Bank�). The merger would result
in substantial additional capital in the Bank and cause it to be
�well-capitalized� under applicable regulations.
The merger represents the first step in a broader
recapitalization and growth plan for the Bank. Following the
merger, FBBH will convert from a wholesale bank into a more
traditional bank, including a new emphasis on increasing core
deposits. The asset portfolio will shift from a focus on real
estate loans and securities to a more conventional, diversified
loan portfolio of both mortgages and loans to non-real estate
businesses. Additionally, the Bank will establish an SBA lending
program directed to the Southern California business community.
Larry B. Faigin, President and Chief Executive Officer of BHBC
and FBBH, commented on the agreement, �I am pleased to reach an
agreement with OFS, and we believe the capital additions and the
business line expansion will result in long-term stability and
growth for our bank.�
The merger agreement provides that OFS will receive shares
representing at least 80% of the outstanding shares of BHBC. The
actual number of shares will be determined based on the relative
book values of OFS Funding and BHBC as of December 31, 2008 as
adjusted for any additional loan reserves, write-downs or
charge-offs, or certain transaction-related expenses and other
items, with any shortfall of less than 80% of the outstanding
shares filled by the sale of additional shares by BHBC to OFS.
Following the closing, the Boards of BHBC and FBBH will consist
of five new directors designated by OFS who will be joined by two
directors selected by BHBC.
The transaction, which is expected to close in the second or
third quarter of 2009, is subject to various conditions, including
regulatory approvals, completion of mutual due diligence, and the
approval of BHBC stockholders. The transaction is intended to
satisfy the regulatory requirements outlined in the Order to Cease
and Desist jointly issued to the Bank by the Federal Deposit
Insurance Corporation and the California Department of Financial
Institutions on February 13, 2009.
About Beverly Hills Bancorp
Beverly Hills Bancorp Inc. is a financial holding company and
conducts its banking and lending operations through its primary
subsidiary, First Bank of Beverly Hills. The Bank focuses on niche
products, including the origination and acquisition of commercial
and multi-family real estate loans. The Bank's principal funding
sources consist of certificates of deposit, borrowings from the
Federal Home Loan Bank of San Francisco and repurchase agreements
with major investment banks. The Bank is a California
state-chartered commercial bank and is regulated by both the
Federal Deposit Insurance Corporation and the California Department
of Financial Institutions.
About Orchard First Source
Orchard First Source Asset Management (OFS) is a privately-owned
company focused on providing senior secured financing to middle
market commercial and industrial companies in the United States.
Established in 1995, OFS provides cash flow and asset-based
financing solutions to its commercial and industrial corporate
borrowers through a team of experienced lenders.
Since its inception, OFS has originated, structured and managed
over 600 middle market loan transactions aggregating in excess of
$8 billion. OFS operates primarily through its headquarters in
Rolling Meadows, IL and maintains additional offices in Los Angeles
and New York.
Forward-Looking Statements
This release contains certain forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of 1995
(PSLRA), including statements about the consummation and timing of
the merger, the business plan and prospective financial condition
of Beverly Hills Bancorp Inc. and First Bank of Beverly Hills. The
forward-looking statements are subject to risks and uncertainties
that could cause actual results to differ materially from those
projected. Those factors include, but are not limited to, the
satisfactory completion by both parties of due diligence, the
occurrence of any event, change or other circumstances that could
give rise to termination of the agreement, the failure to obtain
regulatory and stockholder or third party approval for the
transaction, the impact of the current national and regional
economy on small business loan demand in Southern California, loan
delinquency rates, the ability of the Bank to retain customers,
interest rate fluctuations and the impact on margins, demographic
changes, demand for the products and services of the Bank following
the transaction, as well as their ability to attract and retain
qualified people, competition with other banks and financial
institutions, and other factors. For a discussion of factors that
could cause actual results to differ, please see the reports on
Forms 10-K, 10-Q and 8-K as filed by Beverly Hills Bancorp Inc.
with the Securities and Exchange Commission (the �SEC�). Readers
should not place undue reliance on the forward-looking statements,
which reflect the parties� view only as of the date hereof. Neither
Beverly Hills Bancorp Inc. nor Orchard First Source Asset
Management, LLC undertakes any obligation to publicly revise these
forward-looking statements to reflect subsequent events or
circumstances. This statement is included for the express purpose
of protecting the companies under PSLRA�s safe harbor
provisions.
Additional Information
The proposed transaction will be submitted to the stockholders
of Beverly Hills Bancorp Inc. for their consideration. Beverly
Hills Bancorp Inc. will file a proxy statement to be sent to its
stockholders, and it may file other relevant documents concerning
the proposed transaction with the SEC. Stockholders are urged to
read the proxy statement regarding the proposed transactions when
they become 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. You
will be able to obtain a free copy of the proxy statement, as well
as other filings containing information about Beverly Hills Bancorp
Inc. (including its subsidiary, First Bank of Beverly Hills) at the
SEC�s web site (http://www.sec.gov).
Beverly Hills Bancorp Inc. and its directors and executive
officers may be deemed to be participants in the solicitation of
proxies from its stockholders in connection with the proposed
transaction. Information about the directors and executive officers
of Beverly Hills Bancorp Inc. is set forth in a proxy statement
filed with the SEC on September 18, 2008, in connection with its
last annual meeting of stockholders. Additional information
regarding the interests of those participants and other persons who
may be deemed participants in the transaction may be obtained by
reading a proxy statement regarding the proposed transactions when
it becomes available. You may obtain free copies of these documents
as described above.
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