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): May 13, 2024
SOUTHERN
CALIFORNIA BANCORP
(Exact
name of registrant as specified in its charter)
| California |
|
001-41684 |
|
84-3288397 |
(State
or other jurisdiction
of
incorporation) |
|
(Commission
File
Number) |
|
(IRS
Employer
Identification
No.) |
| 12265
El Camino Real, Suite 210 |
|
|
| San
Diego, California |
|
92310 |
| (Address
of principal executive offices) |
|
(Zip
Code) |
(844)
265-7622
(Registrant’s
telephone number, including area code)
N/A
(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:
| ☒ |
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 |
|
BCAL |
|
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 8.01 Other Events
On
May 13, 2024, Southern California Bancorp (“SCB”) and California BanCorp (“CBC”) issued a joint press release
announcing that they have received required regulatory approvals from the Office of the Comptroller of the Currency and the Federal Reserve
Bank of San Francisco necessary to complete their previously announced merger of equals between the two bank holding companies and their
respective subsidiaries, Bank of Southern California, N.A., and California Bank of Commerce, pursuant to the Agreement and Plan of Merger
and Reorganization, dated January 30, 2024 (the “Merger Agreement”), by and between SCB and CBC.
A
copy of the press release is attached as Exhibit 99.1 and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits
(d)
Exhibits
FORWARD-LOOKING
STATEMENTS
This
communication may contain certain forward-looking statements, including but not limited to certain plans, expectations, projections and
statements about the benefits of the proposed Merger, the timing of completion of the Merger, and other statements that are not historical
facts. Such statements are subject to numerous assumptions, risks, and uncertainties. All statements other than statements of historical
fact, including statements about beliefs and expectations, are forward-looking statements. Forward-looking statements may be identified
by words such as “expect,” “anticipate,” “believe,” “intend,” “estimate,”
“plan,” “target,” “goal,” or similar expressions, or future or conditional verbs such as “will,”
“may,” “might,” “should,” “would,” “could,” or similar variations. The forward-looking
statements are intended to be subject to the safe harbor provided by the Private Securities Litigation Reform Act of 1995.
Factors
that could cause or contribute to results differing from those in or implied in the forward-looking statements include but are not limited
to the occurrence of any event, change or other circumstances that could give rise to the right of SCB or CBC to terminate their agreement
with respect to the Merger; the outcome of any legal proceedings that may be instituted against SCB or CBC; delays in completing the
Merger; the failure to obtain necessary regulatory approvals (and the risk that such approvals impose conditions that could adversely
affect the combined company or the expected benefits of the Merger); the failure to obtain shareholder approvals or to satisfy any of
the other conditions to the Merger on a timely basis or at all; the ability to complete the Merger and integration of SCB and CBC successfully;
costs being greater than anticipated; cost savings being less than anticipated; changes in economic conditions; the risk that the Merger
disrupts the business of SCB, CBC or both; difficulties in retaining senior management, employees or customers; the impact of bank failures
or other adverse developments at other banks on general investor sentiment regarding the stability and liquidity of banks; and other
factors that may affect the future results of SCB and CBC. Additional factors that could cause results to differ materially from those
described above can be found in SCB’s Annual Report on Form 10-K for the year ended December 31, 2023, which is on file with the
Securities and Exchange Commission (the “SEC”) and is available in the “Investor Relations” section of SCB’s
website, www.banksocal.com, in CBC’s Annual Report on Form 10-K for the year ended December 31, 2023, which is on file with the
SEC and is available in the “Investor Relations” section of CBC’s website, www.californiabankofcommerce.com, and in
other documents that SCB and CBC file with the SEC. Investors may obtain free copies of these documents and other documents filed with
the SEC on its website at www.sec.gov.
All
forward-looking statements speak only as of the date they are made and are based on information available at that time. Neither SCB nor
CBC assumes any obligation to update forward-looking statements to reflect circumstances or events that occur after the date the forward-looking
statements were made or to reflect the occurrence of unanticipated events except as required by federal securities laws. As forward-looking
statements involve significant risks and uncertainties, caution should be exercised against placing undue reliance on such statements.
ADDITIONAL
INFORMATION AND WHERE TO FIND IT
In
connection with the Merger, SCB will file with the SEC a Registration Statement on Form S-4 that will include a joint proxy statement
of SCB and CBC and a prospectus of SCB, as well as other relevant documents concerning the proposed transaction. Certain matters in respect
of the Merger will be submitted to SCB’s and CBC’s shareholders for their consideration. This communication 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, nor shall there be
any sale of securities, in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification
under the securities laws of any such jurisdiction.
Investors
and shareholders are urged to read the registration statement and the joint proxy statement/prospectus regarding the Merger when they
become available and any other relevant documents filed with the SEC in connection with the Merger because they will contain important
information.
Investors
will be able to obtain a free copy of the definitive joint proxy statement/prospectus, as well as other filings containing information
about SCB and CBC, without charge, at the SEC’s website, www.sec.gov. Copies of the joint proxy statement/prospectus and the filings
with the SEC that will be incorporated by reference in the joint proxy statement/prospectus can also be obtained, without charge, in
the “Investor Relations” section of SCB’s website at www.banksocal.com (for SCB’s filings) and in the “Investor
Relations” section of CBC’s website, www.californiabankofcommerce.com (for CBC’s filings).
PARTICIPANTS
IN THE SOLICITATION
SCB,
CBC and certain of their respective directors and executive officers may be deemed to be participants in the solicitation of proxies
from the shareholders of SCB and CBC in connection with the Merger. Information regarding SCB’s directors and executive officers
and their ownership of SCB common stock is available in SCB’s definitive proxy statement for its 2024 annual meeting of shareholders
filed with the SEC on April 18, 2024 and other documents filed by SCB with the SEC. Information regarding CBC’s directors and executive
officers and their ownership of CBC common stock is available in CBC’s Annual Report on Form 10-K for the year ended December 31,
2023 filed with the SEC on March 21, 2024 and other documents filed by CBC with the SEC. Other information regarding the participants
in the proxy solicitation and their ownership of common stock will be contained in the joint proxy statement/prospectus relating to the
Merger. Free copies of these documents may be obtained as described in the preceding paragraph.
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.
| |
SOUTHERN
CALIFORNIA BANCORP |
| |
|
|
| Date:
May 13, 2024 |
By: |
/s/
DAVID I. RAINER |
| |
|
David
I. Rainer |
| |
|
Chief
Executive Officer |
Exhibit 99.1
SOUTHERN
CALIFORNIA BANCORP AND CALIFORNIA BANCORP ANNOUNCE RECEIPT OF REGULATORY APPROVAL FOR MERGER OF EQUALS
San
Diego, Calif. and Oakland, Calif., May 13, 2024 – Southern California Bancorp (Nasdaq: BCAL) and California BanCorp (Nasdaq:
CALB) announce they have received required regulatory approvals from the Office of the Comptroller of the Currency and the Federal Reserve
Bank of San Francisco necessary to complete their previously announced merger of equals between the two bank holding companies and their
respective subsidiaries, Bank of Southern California, N.A., and California Bank of Commerce. Under the terms of the agreement, dated
January 30, 2024, California BanCorp will merge with and into Southern California Bancorp. The consummation of the proposed transaction
is expected to close in the third quarter of 2024, subject to the satisfaction of the remaining closing conditions set forth in the merger
agreement, including receipt of the requisite shareholder approvals.
“We
are pleased to announce the receipt of these regulatory approvals for the proposed merger of these two outstanding banks, as it represents
an important milestone on our merger timeline,” said David Rainer, Chairman and CEO of Southern California Bancorp and Bank of
Southern California.
“With
the receipt of these regulatory approvals, we are one step closer to the merger of these two exceptional companies that we believe will
result in the premier statewide commercial banking franchise in California,” said Steve Shelton, Chief Executive Officer of California
BanCorp.
ABOUT
SOUTHERN CALIFORNIA BANCORP AND BANK OF SOUTHERN CALIFORNIA, N.A.
Southern
California Bancorp (NASDAQ: BCAL) is a registered bank holding company headquartered in San Diego, California. Bank of Southern California,
N.A., a national banking association chartered under the laws of the United States (the “Bank”) and regulated by the Office
of Comptroller of the Currency, is a wholly owned subsidiary of Southern California Bancorp. Established in 2001 and headquartered in
San Diego, California, the Bank offers a range of financial products and services to individuals, professionals, and small- to medium-sized
businesses through its 13 branch offices serving Orange, Los Angeles, Riverside, San Diego, and Ventura counties, as well as the Inland
Empire. The Bank’s solutions-driven, relationship-based approach to banking provides accessibility to decision makers and enhances
value through strong partnerships with its clients. Additional information is available at www.banksocal.com.
ABOUT
CALIFORNIA BANCORP AND CALIFORNIA BANK OF COMMERCE
California
BanCorp, the parent company for California Bank of Commerce, offers a broad range of commercial banking services to closely held businesses
and professionals located throughout Northern California. California BanCorp’s common stock trades on the Nasdaq Global Select
marketplace under the symbol CALB. For more information on California BanCorp, please visit our website at www.californiabankofcommerce.com.
FORWARD-LOOKING
STATEMENTS
This
communication may contain certain forward-looking statements, including but not limited to certain plans, expectations, projections and
statements about the benefits of the proposed merger (the “Merger”), the timing of completion of the Merger, and other statements
that are not historical facts. Such statements are subject to numerous assumptions, risks, and uncertainties. All statements other than
statements of historical fact, including statements about beliefs and expectations, are forward-looking statements. Forward-looking statements
may be identified by words such as “expect,” “anticipate,” “believe,” “intend,” “estimate,”
“plan,” “target,” “goal,” or similar expressions, or future or conditional verbs such as “will,”
“may,” “might,” “should,” “would,” “could,” or similar variations. The forward-looking
statements are intended to be subject to the safe harbor provided by the Private Securities Litigation Reform Act of 1995.
Factors
that could cause or contribute to results differing from those in or implied in the forward-looking statements include but are not limited
to the occurrence of any event, change or other circumstances that could give rise to the right of Southern California Bancorp (“SCB”)
or California BanCorp (“CBC”) to terminate their agreement with respect to the Merger; the outcome of any legal proceedings
that may be instituted against SCB or CBC; delays in completing the Merger; the failure to obtain necessary regulatory approvals (and
the risk that such approvals impose conditions that could adversely affect the combined company or the expected benefits of the Merger);
the failure to obtain shareholder approvals or to satisfy any of the other conditions to the Merger on a timely basis or at all; the
ability to complete the Merger and integration of SCB and CBC successfully; costs being greater than anticipated; cost savings being
less than anticipated; changes in economic conditions; the risk that the Merger disrupts the business of SCB, CBC or both; difficulties
in retaining senior management, employees or customers; the impact of bank failures or other adverse developments at other banks on general
investor sentiment regarding the stability and liquidity of banks; and other factors that may affect the future results of SCB and CBC.
Additional factors that could cause results to differ materially from those described above can be found in SCB’s Annual Report
on Form 10-K for the year ended December 31, 2023, which is on file with the Securities and Exchange Commission (the “SEC”)
and is available in the “Investor Relations” section of SCB’s website, www.banksocal.com, in CBC’s Annual Report
on Form 10-K for the year ended December 31, 2023, which is on file with the SEC and is available in the “Investor Relations”
section of CBC’s website, www.californiabankofcommerce.com, and in other documents that SCB and CBC file with the SEC. Investors
may obtain free copies of these documents and other documents filed with the SEC on its website at www.sec.gov.
All
forward-looking statements speak only as of the date they are made and are based on information available at that time. Neither SCB nor
CBC assumes any obligation to update forward-looking statements to reflect circumstances or events that occur after the date the forward-looking
statements were made or to reflect the occurrence of unanticipated events except as required by federal securities laws. As forward-looking
statements involve significant risks and uncertainties, caution should be exercised against placing undue reliance on such statements.
ADDITIONAL
INFORMATION AND WHERE TO FIND IT
In
connection with the Merger, SCB will file with the SEC a Registration Statement on Form S-4 that will include a joint proxy statement
of SCB and CBC and a prospectus of SCB, as well as other relevant documents concerning the proposed transaction. Certain matters in respect
of the Merger will be submitted to the SCB’s and CBC’s shareholders for their consideration. This communication 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, nor shall
there be any sale of securities, in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration
or qualification under the securities laws of any such jurisdiction.
INVESTORS
AND SHAREHOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT AND THE JOINT PROXY STATEMENT/PROSPECTUS REGARDING THE MERGER WHEN
THEY BECOME AVAILABLE AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC IN CONNECTION WITH THE MERGER BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION.
Investors
will be able to obtain a free copy of the definitive joint proxy statement/prospectus, as well as other filings containing information
about SCB and CBC, without charge, at the SEC’s website, www.sec.gov. Copies of the joint proxy statement/prospectus and the filings
with the SEC that will be incorporated by reference in the joint proxy statement/prospectus can also be obtained, without charge, in
the “Investor Relations” section of SCB’s website at www.banksocal.com (for SCB’s filings) and in the “Investor
Relations” section of CBC’s website, www.californiabankofcommerce.com (for CBC’s filings).
PARTICIPANTS
IN THE SOLICITATION
SCB,
CBC and certain of their respective directors and executive officers may be deemed to be participants in the solicitation of proxies
from the shareholders of SCB and CBC in connection with the Merger. Information regarding SCB’s directors and executive officers
and their ownership of SCB common stock is available in SCB’s definitive proxy statement for its 2024 annual meeting of shareholders
filed with the SEC on April 18, 2024 and other documents filed by SCB with the SEC. Information regarding CBC’s directors and executive
officers and their ownership of CBC common stock is available in CBC’s Annual Report on Form 10-K for the year ended December 31,
2023 filed with the SEC on March 21, 2024 and other documents filed by CBC with the SEC. Other information regarding the participants
in the proxy solicitation and their ownership of common stock will be contained in the joint proxy statement/prospectus relating to the
Merger. Free copies of these documents may be obtained as described in the preceding paragraph.
INVESTOR
RELATIONS CONTACT
Kevin
Mc Cabe
Bank
of Southern California
kmccabe@banksocal.com
818.637.7065
Thomas
A. Sa
California
BanCorp
tsa@bankcbc.com
510.457.3775
California BanCorp (NASDAQ:CALB)
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California BanCorp (NASDAQ:CALB)
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