8-K
FIRST NORTHERN COMMUNITY BANCORP (FNRN)
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 5, 2022
FIRST NORTHERN COMMUNITY BANCORP
(Exact Name of Registrant as Specified in Its Charter)
000-30707
(Commission File Number)
| California | 68-0450397 |
|---|---|
| (State or Other Jurisdiction of Incorporation) | (I.R.S. Employer Identification No.) |
195 North First Street, PO Box 547
Dixon, California 95620
(Address of principal executive offices, including zip code)
(707) 678-3041
(Registrant’s telephone number, including area code)
NOT APPLICABLE
(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<br><br> <br>Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Common | FNRN |
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 November 5, 2022, First Northern Bank of Dixon (the “Bank”), a wholly-owned subsidiary of First Northern Community Bancorp, entered into a Purchase and Assumption Agreement (the “Purchase Agreement”) with Columbia State Bank, a Washington state-chartered commercial bank (“Columbia”) and a wholly-owned subsidiary of Columbia Banking System, Inc., to acquire three branches of Columbia located at: 558 Market Street, Colusa, California; 328 Walker Street, Orland, California; and 155 N. Tehama Street, Willows, California.
Pursuant to the Purchase Agreement, the Bank will acquire these branches for consideration totaling 3.15% of the average daily closing balance of certain deposit accounts over the thirty days prior to the closing plus the net book values of certain assets at the branches and accrued interest and fees with respect to certain loans. At the closing of the acquisition, and subject to the terms of the Purchase Agreement, the Bank will assume the deposit liabilities related to certain accounts, including certain IRA and Keogh accounts. At November 3, 2022, the aggregate deposits in the branches to be assumed totaled approximately $128 million, and the aggregate principal balance of the loans in the branches totaled approximately $4 million. The final consideration will be based on balances at closing.
The transaction, and the related systems conversion, is expected to close in the first quarter of 2023, subject to the receipt of regulatory approvals, the consummation of Columbia’s merger with Umpqua Holdings Corporation, as well as other customary closing conditions.
On November 7, 2022, First Northern Community Bancorp and Columbia Banking System, Inc., issued a joint press release announcing that the Bank and Columbia had entered into the Purchase Agreement. A copy of the joint press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. On November 7, 2022, First Northern Community Bancorp also issued a press release announcing that the Bank and Columbia had entered into the Purchase Agreement. A copy of the First Northern Community Bancorp press release is attached hereto as Exhibit 99.2 and is incorporated herein by reference.
Forward-Looking Statement Safe Harbor
This communication may contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements include but are not limited to statements about expectations regarding the timing of the closing of the transaction and related systems conversion, and other statements that are not historical facts. Such statements are subject to numerous assumptions, risks and uncertainties that may cause actual results to differ materially from those projected, including but not limited to the following: the possibility that the transaction does not close when expected or at all because required regulatory approvals and other conditions to closing are not received or satisfied on a timely basis or at all; the risk that the benefits from the transaction may not be fully realized or may take longer to realize than expected, including as a result of changes in general economic and market conditions, interest and exchange rates, monetary policy, laws and regulations and their enforcement; and the Bank’s ability to promptly and effectively integrate the branches to be acquired. Readers are cautioned not to place undue reliance on the forward-looking statements, which speak only as of the date on which they are made and reflect management’s current estimates, projections, expectations and beliefs. All forward-looking statements speak only as of the date they are made and are based on information available at that time. First Northern Community Bancorp assumes no 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.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
99.1 Joint Press Release, dated November 7, 2022
99.2 First Northern Community Bancorp Press Release, dated November 7, 2022
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.
| Date: November 7, 2022 | First Northern Community Bancorp<br><br> <br>(Registrant) |
|---|---|
| /s/ Jeremiah Z. Smith | |
| By: Jeremiah Z. Smith | |
| Senior Executive Vice President/ | |
| Chief Operating Officer |
EXHIBIT INDEX
| Exhibit | Document |
|---|---|
| 99.1 | Joint Press Release, dated November 7,<br> 2022 |
| 99.2 | First Northern Community Bancorp Press<br> Release, dated November 7, 2022 |
EXHIBIT 99.1
FOR IMMEDIATE RELEASE
November 7, 2022
COLUMBIA BANKING SYSTEM ANNOUNCES AGREEMENT TO SELL THREE BRANCHES IN NORTHERN CALIFORNIA TO FIRST NORTHERN BANK
Branches are Being Divested to Satisfy U.S. Department of Justice (DOJ) Requirements for Columbia’s Pending Merger with Umpqua
TACOMA, Wash., DIXON, Calif. ― November 7, 2022 ― Columbia Banking System, Inc. (NASDAQ: COLB) (“Columbia”), the parent company of Columbia Bank, today announced that Columbia Bank has entered into a definitive purchase and assumption agreement with First Northern Bank (“First Northern”), a wholly-owned subsidiary of First Northern Community Bancorp (OTCQB: FNRN) to sell three branches in Northern California.
The branches, along with approximately $128 million of total deposits and approximately $4 million of total loans, are being divested to satisfy commitments to the U.S. Department of Justice (“DOJ”) in connection with Columbia’s pending merger with Umpqua Holdings Corporation (“Umpqua”). Post-merger, Columbia Bank will serve the Northern California market through Umpqua Bank branches in the same communities.
Columbia and First Northern will provide additional information to customers impacted by this transaction. The sale is expected to close in the first quarter of 2023, subject to regulatory approval and other closing conditions, including the consummation of Columbia’s merger with Umpqua. All employees will be retained by First Northern and the branches will remain in operation.
“We are confident in First Northern’s commitment to their communities and we know they will work tirelessly to make the transition seamless for these customers,” Columbia President and CEO Clint Stein said. “This agreement satisfies a key DOJ requirement to proceed toward closing our transformational merger with Umpqua.”
“We are excited about the expansion of our franchise through the proposed acquisition of these branches,” First Northern President and CEO, Louise A. Walker, commented. “These markets are a natural fit for First Northern and allow us to extend our footprint north along the I-5 corridor. We are committed to serving the communities of Colusa, Orland and Willows and look forward to welcoming the Columbia branch employees with open arms and providing our new customers and communities with First Northern Bank’s exceptional brand of personalized service.”
Columbia will divest the following branch locations:
| • | 558 Market Street, Colusa, California |
|---|---|
| • | 328 Walker Street, Orland, California |
| --- | --- |
| • | 155 N. Tehama Street, Willows, California |
| --- | --- |
About Columbia
Headquartered in Tacoma, Washington, Columbia Banking System, Inc. \(NASDAQ: COLB\) is the holding company of Columbia Bank, a Washington state-chartered full-service commercial bank with offices in Washington, Oregon, California, Idaho and
Utah. The bank has been named one of Puget Sound Business Journal's "Washington's Best Workplaces," more than 10 times. Columbia was named on the Forbes 2022 list of "America's Best Banks" marking 11 consecutive
years on the publication's list of top financial institutions. More information about Columbia can be found on its website at www.columbiabank.com.
About First Northern
First Northern Bank is an independent community bank that specializes in relationship banking. The Bank, headquartered in Solano County since 1910, currently serves Solano, Yolo, Sacramento, Placer, and Contra Costa Counties, as well as the
west slope of El Dorado County. Experts are available in small-business, commercial, real estate and agribusiness lending, as well as mortgage loans. The Bank is an SBA Preferred Lender. Non-FDIC insured Investment and Brokerage Services are
available at every branch location, including Dixon, Davis, West Sacramento, Fairfield, Vacaville, Winters, Woodland, Sacramento, Roseville, Auburn and Rancho Cordova. The Bank also has a commercial lending office in Walnut Creek. Real estate
mortgage and small-business loan officers are available by appointment in any of the Bank’s 11 branches. First Northern is rated as a Veribanc “Blue Ribbon” Bank and a “5-Star Superior” Bank by Bauer Financial for the earnings period ended June 30,
2022 \(veribanc.com\) and \(bauerfinancial.com\). The Bank can be found on the Web at thatsmybank.com, on Facebook and on LinkedIn.
| Columbia Investor Contact:<br><br> Amy Betts<br><br> <br>abetts@columbiabank.com<br><br> <br>(253) 471-4065<br><br> <br><br><br> <br>Columbia Media Contact:<br><br> Financial Profiles, Inc.<br><br> Moira Conlon<br><br> mconlon@finprofiles.com <br><br> (310) 622-8220 | First Northern Investor Contact:<br><br> Devon Camara-Soucy<br><br> dcamara-soucy@thatsmybank.com<br><br> <br>(707) 678-7861<br><br> <br><br><br> <br>First Northern Media Contact:<br><br> Kimberly DeBra<br><br> kdebra@thatsmybank.com<br><br> <br>(916) 570-1231 |
|---|
Note Regarding Forward Looking Statements
This news release includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, which can be identified by words such as "may," "expected," "anticipate", "continue," or other comparable words. In addition, all statements other than statements of historical facts that address activities that Columbia or First Northern expects or anticipates will or may occur in the future are forward-looking statements. Readers are encouraged to read the Securities and Exchange Commission reports of Columbia or First Northern, particularly their respective annual report on Form 10-K for the fiscal year ended December 31, 2021, for meaningful cautionary language discussing why actual results may vary materially from those anticipated by management.
EXHIBIT 99.2
PRESS RELEASE
FOR IMMEDIATE RELEASE
Contact: Kimberly DeBra November 7, 2022
EVP/Chief Communications Officer
First Northern Community Bancorp
& First Northern Bank
P.O. Box 547
Dixon, California
(707) 678-3041
First Northern Community Bancorp Announces
Agreement to Acquire Three Columbia Bank Branches
Dixon, California—First Northern Community Bancorp (the “Company”, OTCQB: FNRN), holding company for First Northern Bank (“First Northern” or the “Bank”), today announced the signing of a purchase and assumption agreement to acquire three Columbia Bank branches in the North Valley. The branches are located in Willows, Orland and Colusa, California.
“These offices and the communities that they serve, are a strong fit for First Northern Bank’s brand of banking,” explained Jeremiah Smith, Senior Executive Vice President/Chief Operating Officer. “We are excited to welcome the clients and employees of these fine communities to the First Northern Bank family.”
The transaction is subject to the receipt of regulatory approvals, as well as other customary closing conditions, and is expected to be finalized in the first quarter of 2023.
Panoramic Capital Advisors, Inc. is serving as financial advisor and Pillsbury, Winthrop, Shaw & Pittman, LLP is serving as legal counsel to First Northern. Keefe, Bruyette & Woods, A Stifel Company, is serving as financial advisor and Sullivan & Cromwell, LLP is serving as legal counsel to Columbia.
About First Northern Bank
First Northern Bank is an independent community bank that specializes in relationship banking. The Bank, headquartered in Solano County since 1910, currently serves Solano, Yolo, Sacramento, Placer, and Contra Costa Counties, as well as the west slope of El Dorado County. Experts are available in small-business, commercial, real estate and agribusiness lending, as well as mortgage loans. The Bank is an SBA Preferred Lender. Non-FDIC insured Investment and Brokerage Services are available at every branch location, including Dixon, Davis, West Sacramento, Fairfield, Vacaville, Winters, Woodland, Sacramento, Roseville, Auburn and Rancho Cordova. The Bank also has a commercial lending office in Walnut Creek. Real estate mortgage and small-business loan officers are available by appointment in any of the Bank’s 11 branches. First Northern is rated as a
Veribanc “Blue Ribbon” Bank and a “5-Star Superior” Bank by Bauer Financial for the earnings period ended September 30, 2022 (veribanc.com) and (bauerfinancial.com). The Bank can be found on the Web at thatsmybank.com, on Facebook and on LinkedIn.
About Columbia
Headquartered in Tacoma, Washington, Columbia Banking System, Inc. \(NASDAQ: COLB\) is the holding company of Columbia Bank, a Washington state-chartered full-service commercial bank with offices in Washington, Oregon, California, Idaho and Utah. The bank has
been named one of Puget Sound Business Journal's "Washington's Best
Workplaces," more than 10 times. Columbia was named on the Forbes 2022 list of "America's Best Banks" marking 11 consecutive years on the publication's list of top financial institutions. More information about Columbia can be found on its website at www.columbiabank.com.
Forward-Looking Statement Safe Harbor
This communication may contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements include but are not limited to statements about expectations regarding the timing of the closing of the transaction and related systems conversion, and other statements that are not historical facts. Such statements are subject to numerous assumptions, risks and uncertainties that may cause actual results to differ materially from those projected, including but not limited to the following: the possibility that the transaction does not close when expected or at all because required regulatory approvals and other conditions to closing are not received or satisfied on a timely basis or at all; the risk that the benefits from the transaction may not be fully realized or may take longer to realize than expected, including as a result of changes in general economic and market conditions, interest and exchange rates, monetary policy, laws and regulations and their enforcement; and the Bank’s ability to promptly and effectively integrate the branches to be acquired. Readers are cautioned not to place undue reliance on the forward-looking statements, which speak only as of the date on which they are made and reflect management’s current estimates, projections, expectations and beliefs. All forward-looking statements speak only as of the date they are made and are based on information available at that time. The Company assumes no 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.
XXX