As per the terms of the deal, upon successful completion of the transaction, the National Bank of California will become a wholly owned subsidiary of Grandpoint Capital.
Common shareholders will be paid in part two years after the closing of the deal, which will also depend upon NCAL Bancorp’s tangible common equity prior to closing, pre-closing loan recoveries on charged-off loans, the level of NCAL Bancorp’s transaction expenses and the amount of a reserve to be established for future credit losses.
All outstanding preferred shares of NCAL Bancorp issued to the US Department of the Treasury shall also be redeemed for their stated value of $10.5m, additionally current accrued but unpaid dividends of nearly $605,000 and all additional dividends accruing through closing.
The deal is expected to close during the fourth quarter of 2012, after satisfying customary closing conditions and obtaining regulatory and shareholder approvals.
Commenting on the acquisition, Grandpoint Capital, and Grandpoint Bank chairman and chief executive officer Don Griffith said, "National Bank of California will bring talented leadership to Grandpoint and open up new markets for us in southern California. To insure a smooth transition for our new clients, we will be retaining the executive management team of National Bank of California."
While supporting the deal, NCAL Bancorp and National Bank of California president Henry Homsher said, "This merger will enable us to support the continued growth of our clients with greater capital resources and expanded product capabilities."
King, Holmes, Paterno & Berliner acted as legal counsel for NCAL Bancorp for the transaction, and DA Davidson & Co served as financial advisor and issued a fairness opinion while Horgan, Rosen, Beckham & Coren, provided legal counseling for Grandpoint Capital, and Keefe, Bruyette & Woods, served as financial advisor.
