UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of
1934
Filed by the Registrant
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Filed by a Party other than the Registrant
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material Pursuant to §240.14a-12
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BEVERLY HILLS BANCORP INC.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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Title of each class of securities to which the transaction applies:
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Aggregate number of securities to which the transaction applies:
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Per unit price or other underlying value of the transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it
was determined):
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Proposed maximum aggregate value of the transaction:
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Fee paid previously with preliminary materials.
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the
previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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Amount Previously Paid:
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Form, Schedule or Registration Statement No.:
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Explanatory Note
This filing relates to a press release (“Press Release”) issued by Beverly Hills Bancorp Inc. (“Company”) and Orchard First Source Asset Management, LLC (“OFS”) in connection with the
Company’s execution of a definitive agreement pursuant to which OFS’s wholly owned subsidiary OFS Funding, LLC will merge into First Bank of Beverly Hills (“FBBH” or “Bank”), the Company’s wholly owned indirect
subsidiary.
The Press Release is being filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934, as amended.
Beverly Hills Bancorp Inc.
23901 Calabasas Rd., Ste. 1050
Calabasas, CA 91302
BEVERLY HILLS BANCORP INC. AND ORCHARD FIRST
SOURCE ASSET MANAGEMENT, LLC
ANNOUNCE MERGER AGREEMENT
Merger Would Recapitalize First Bank of Beverly Hills and Facilitate New Business Strategy
Calabasas, Ca.—March 3, 2009—Beverly Hills Bancorp Inc. (“BHBC”) (Stock Ticker: BHBC.PK) 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, 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 receipt of 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.
Contact Information:
BHBC:
Larry B. Faigin
Chief Executive Officer
Beverly Hills Bancorp Inc.
818-223-5474
800-515-1616, Ext. 5474
OFS:
Bill Mendel
Mendel Communications
(212) 397-1030
bill@mendelcommunications.com
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