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Form 8-K SIERRA BANCORP For: Nov 14

November 17, 2014 12:09 PM EST

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) November 14, 2014

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SIERRA BANCORP

(Exact name of registrant as specified in its charter)

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California 000-33063 33-0937517
(State or other jurisdiction
of incorporation or organization)
(Commission File No.) (I.R.S. Employer Identification No.)

86 North Main Street, Porterville, CA 93257

(559) 782-4900
(Registrant’s telephone number, including area code)

None
(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 (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))

Item 2.01.������Completion of Acquisition or Disposition of Assets

Effective November 14, 2014, Sierra Bancorp (the "Company") completed its previously announced acquisition of Santa Clara Valley Bank, N.A. ("SCVE") pursuant to an Agreement and Plan of Consolidation dated July 17, 2014 by and among the Company, Bank of Sierra, a California banking corporation and wholly-owned subsidiary of the Company and SCVE (the “Consolidation Agreement”). At the closing, a newly formed interim banking corporation and wholly-owned subsidiary of the Company consolidated with SCVE (the "Consolidation"). The aggregate consideration paid by Sierra upon effectiveness of the Consolidation to the shareholders and warrant holders of SCVE was approximately $15.3 million in cash, with each share of the common stock of SCVE (“SCVE Common Stock”), outstanding immediately prior to the effective time of the Consolidation converted into the right to receive $6.00 per share in cash, for an aggregate of approximately $11,593,000 payable to holders of SCVE Common Stock. In addition, each issued and outstanding share of the Fixed Rate Non-Cumulative Perpetual Preferred Stock, Series A and each issued and outstanding share of the Fixed Rate Non-Cumulative Perpetual Preferred Stock, Series B (collectively, the “SCVE Preferred Stock”) was converted into the right to receive $1,000 per share in cash, or an aggregate of $3,045,000 payable to the sole shareholder of the SCVE Preferred Stock. Further, each holder of warrants (“Warrants”) to purchase SCVE Common Stock (“Warrant Holder”) had his or her Warrants converted into a right to receive cash on the effective date of the Consolidation equal to $1.00 per Warrant to purchase one share of SCVE Common Stock or an aggregate of $700,000 to Warrant Holders.

Immediately following the Consolidation, the newly consolidated SCVE merged with and into Bank of the Sierra, with Bank of the Sierra surviving the merger as the surviving bank.

The foregoing description of the Consolidation Agreement does not purport to be complete and is qualified in its entirety by reference to the Consolidation Agreement which has been filed as Exhibit 2.1 to the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on July 18, 2014 and is incorporated herein by referenced.

In addition, on November 14, 2014 the Company issued a press release announcing the consummation of the Consolidation. A copy of the press release is attached as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01������Financial Statements and Exhibits.

(d)Exhibits.

Exhibit No. Description
99.1 Press release issued by Sierra Bancorp dated November 14, 2014

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.

Dated:��November 17, 2014 SIERRA BANCORP
By: /s/ Kevin McPhaill
Name: Kevin McPhaill
Title: President

EXHIBIT INDEX

Exhibit No. Description
99.1 Press release issued by Sierra Bancorp dated November 14, 2014

Exhibit 99.1

SierraBancorp_CMYK.jpg

FOR IMMEDIATE RELEASE
Date: November 14, 2014
Contacts: Kevin McPhaill, President/Chief Operating Officer
Ken Taylor, EVP/Chief Financial Officer
Phone: (559) 782-4900 or (888) 454-BANK
Website Address: www.sierrabancorp.com

SIERRA BANCORP COMPLETES SANTA CLARA VALLEY BANK AQUISITION

Porterville, CA – November 14, 2014 –Sierra Bancorp today announced the completion of its acquisition of Santa Clara Valley Bank, N.A. ("SCVE"). The aggregate consideration paid by Sierra Bancorp to the shareholders and warrant holders of SCVE was approximately $15.3 million.

As announced on July 17, 2014, Sierra Bancorp entered into a definitive agreement to acquire SCVE, with $129 million in assets and branches in Santa Paula, Santa Clarita, and Fillmore, California. Each of the acquired branches will remain open and will be rebranded as Bank of the Sierra branches. Additionally, SCVE customers will now have access to Bank of the Sierra’s enhanced suite of products and services, as well as the convenience of 25 branch locations in Central California.

“With the acquisition complete, ensuring our new Santa Clara Valley Bank customers enjoy a seamless transition will be our major focus,” said Jim Holly, Bank of the Sierra CEO. “Although we have other projects and endeavors, it is important not to lose sight of the personal touch that a community bank can offer,” continued Holly. “Our personal touch and community focus is an important part of our continued success.”

Sierra Bancorp is the holding company for Bank of the Sierra (www.bankofthesierra.com), which is in its 37th year of operations and at $1.6 billion in assets is the largest independent bank headquartered in the South San Joaquin Valley. The Company now has approximately 440 employees and conducts business through 28 branch offices, an online branch, a real estate industries center, and an agricultural credit center.

The statements contained in this release that are not historical facts are forward-looking statements based on management's current expectations and beliefs concerning future developments and their potential effects on the Company. Readers are cautioned not to unduly rely on forward looking statements. Actual results may differ from those projected. These forward-looking statements involve risks and uncertainties including but not limited to the bank’s ability to maintain current dividend payments or increase dividend payouts to shareholder, its ability to continue to generate record financial results, changes in economic conditions, interest rates and loan portfolio performance, and other factors detailed in the Company’s SEC filings. Sierra Bancorp undertakes no responsibility to update or revise any forward-looking statements.

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