Trico Bancshares 8-K, filed Mar 28, 2022
Trico Bancshares (TCBK)
8-K
2022-03-28
For: 2022-03-28
View Original
Added on
April 04, 2026
About this 8-K
Trico Bancshares filed this 8-K on March 28, 2022.
Items reported
- Item 2.01: Completed an acquisition or sale of assets
- Item 5.02: Director or officer change, or executive pay
- Item 8.01: Other events
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
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FORM 8-K
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Current report pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
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(Exact name of registrant as specified in its charter)
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| (State or other jurisdiction of incorporation or organization) | (Commission File No.) | (I.R.S. Employer Identification No.) | ||||||
| (Address of principal executive offices) | (Zip Code) | ||||||||||
Registrant’s telephone number, including area code: (530 ) 898-0300
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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):
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Securities registered pursuant to Section 12(b) of the Act:
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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 2.01. Completion of Acquisition or Disposition of Assets
On March 25, 2022, pursuant to the previously announced Agreement and Plan of Merger and Reorganization dated as of July 27, 2021 (the “Merger Agreement”) between TriCo Bancshares (“TriCo”) and Valley Republic Bancorp (“VRB”), VRB merged with and into TriCo with TriCo continuing as the surviving corporation (the “Merger”). Immediately after the Merger, Valley Republic Bank, the wholly owned bank subsidiary of VRB (“Valley Republic Bank”), merged with and into Tri Counties Bank, the wholly owned bank subsidiary of TriCo, with Tri Counties Bank continuing as the surviving bank.
Under the terms of the Merger Agreement, each outstanding share of VRB common stock (other than shares owned by VRB directly or indirectly, which shares were cancelled) was converted into the right to receive 0.95 of a share of TriCo common stock. For each fractional share that would have otherwise been issued, TriCo will pay cash in an amount equal to such fraction of a share multiplied by $42.70, which was the average of the closing prices for shares of TriCo Common Stock as quoted on the NASDAQ Global Select Market for the 20 consecutive trading days ending on March 18, 2022 (the “Average Closing Price”).
Immediately prior to the Merger, each outstanding option to purchase shares of VRB common stock, whether or not then vested and exercisable, was cancelled and the holder of the option was entitled to receive from VRB, subject to any required tax withholding, an amount in cash, without interest, equal to the excess over the exercise price per share, if any, of 0.95 multiplied by the Average Closing Price.
As a result of the Merger, TriCo will deliver approximately 4.1 million shares of TriCo common stock to the former holders of VRB common stock. Giving effect to the issuance of such shares, there were approximately 33.8 million shares of TriCo common stock outstanding as of March 25, 2022 , of which former holders of VRB common stock, as a group, hold approximately 12% and holders of TriCo common stock immediately prior to the Merger, as a group, own approximately 88%. Based on TriCo’s closing stock price of $42.28 on March 25, 2022, the merger consideration was valued at approximately $40.17 per share of VRB common stock or $173.7 million in the aggregate (excluding amounts paid on account of canceled stock options).
This description of the Merger and the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, which was included as Exhibit 2.1 to TriCo’s Current Report on Form 8-K filed on July 27, 2021 and which is incorporated herein by reference.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Pursuant to the terms of the Merger Agreement, on March 25, 2022, one member of VRB’s board of directors, Anthony Leggio, was appointed to the board of directors of each of TriCo and Tri Counties Bank, to serve until the next annual meeting of shareholders of TriCo or Tri Counties Bank, as the case may be, subject to his death, resignation or removal from office. The TriCo and Tri Counties Bank boards of directors increased their respective sizes by one from 13 to 14 to create seats on the boards for Mr. Leggio.
Mr. Leggio will receive the same compensation as other non-employee directors, which was most recently described in TriCo’s Definitive Proxy Statement for its 2021 Annual Meeting of Shareholders, filed with the U.S. Securities and Exchange Commission on April 16, 2021.
In addition, TriCo and Tri Counties Bank have entered into indemnification agreements with Mr. Leggio.
The Nominating and Corporate Governance Committee has determined that Mr. Leggio is an independent director under applicable rules and regulations. Committee appointments were undetermined as of the date of this report.
Other than the Merger Agreement, there are no agreements or understandings between Mr. Leggio and any other person pursuant to which Mr. Leggio was selected as director. Since the beginning of the last fiscal year there have been no related party transactions between TriCo and Mr. Leggio that would be reportable under Item 404(a) of Regulation S-K.
Mr. Leggio was a director of VRB since its organization in 2016 and Valley Republic Bank since its organization in 2008. Mr. Leggio has been President/Manager of Bolthouse Properties, LLC, Bakersfield, CA, a diversified real estate development company with commercial, residential and agricultural holdings since 2006. He is a director of Tejon Ranch Company (NYSE: TRC), Lebec, CA, a growth-oriented, fully diversified real estate development and agribusiness company since 2012. Mr. Leggio received his B.S. degree from the University of the Pacific and his J.D. from the University of the Pacific, McGeorge School of Law.
Item 8.01 Other Events
On March 25, 2022, TriCo issued a press release announcing the completion of the Merger, the appointment of Mr. Leggio to its board of directors, and the resumption of its stock repurchase program. A copy of the press release is filed as Exhibit 99.1 hereto and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
2.1 Agreement and Plan of Merger and Reorganization, dated as of July 27, 2021 between TriCo Bancshares and Valley Republic Bancorp (incorporated by reference to Exhibit 2.1 to TriCo’s Current Report on Form 8-K filed on July 28, 2021)
10.1 Form of Indemnification Agreement with TriCo Bancshares (incorporated by reference to Exhibit 10.1 to TriCo’s Current Report on Form 8-K filed on September 10, 2013)
10.2 Form of Indemnification Agreement with Tri Counties Bank (incorporated by reference to Exhibit 10.2 to TriCo’s Current Report on Form 8-K filed on September 10, 2013)
99.1 Press Release dated March 28, 2022
104 Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document).
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 thereunto duly authorized.
| TRICO BANCSHARES | |||||
Date: March 28, 2022 | /s/ Peter G. Wiese | ||||
| Peter G. Wiese, Executive Vice President and Chief Financial Officer | |||||
| (Principal Financial and Accounting Officer) | |||||
Exhibit 99.1
| PRESS RELEASE | MEDIA INQUIRES: | ||||
| FOR IMMEDIATE RELEASE | Richard Smith, TriCo Bancshares, (530) 898-0300 | ||||
TriCo Bancshares Completes Merger with Valley Republic Bancorp, Appoints New Director and Resumes Stock Repurchase Program
CHICO, CA - TriCo Bancshares (NASDAQ: TCBK) (“TriCo”) has completed its previously-announced merger with Valley Republic Bancorp (OTC: VLLX) (“Valley”) as of March 25, 2022. The combined company, operating as TriCo Bancshares with its banking subsidiary, Tri Counties Bank, anticipates having total assets of approximately $10.1 billion as the result of the merger.
“We are excited to combine two community-focused financial institutions which are both significantly involved in the markets they serve,” said Richard P. Smith, President and CEO of TriCo and Tri Counties Bank. “We look forward to providing our new clients with additional lending capabilities and expanded product offerings while delivering our unique brand of Service With Solutions®”
“We see this merger as a significant milestone in our company’s history that positions us for continued growth and success,” continued Smith. “Our commitment to provide value to our clients, communities and shareholders remains our top priority.”
Prior to the merger, Valley had approximately $1.4 billion in assets and its subsidiary, Valley Republic Bank, operated three branch offices in Bakersfield, one branch office in Delano, and one loan production office in Fresno, California. Valley Republic Bank also merged with and into Tri Counties Bank on March 25, 2022.
Valley Republic Banks former branches reopened under the Tri Counties brand on Monday, March 28, 2022. Clients now have access to a community based branch network throughout Tri Counties’ California footprint, access to a national network of over 37,000 surcharge-free ATMs, advanced online and mobile banking and banker support by phone 7 days per week. Valley Republic Bank clients previously received a welcome guide detailing the transition and the benefits of being a Tri Counties client. Team members are prepared to assist clients, answer their questions and process transactions with personalized attention as usual.
With the completion of the merger, TriCo has appointed Anthony L. Leggio to its board of directors. Mr. Leggio served as a director of Valley and Valley Republic Bank since incorporation in 2016 and 2008, respectively. Mr. Leggio has been President/Manager of Bolthouse Properties, LLC, Bakersfield, CA, a diversified real estate development company with commercial, residential and agricultural holdings since 2006. He is a director of Tejon Ranch Company (NYSE: TRC), Lebec, CA, a growth-oriented, fully diversified real estate development and agribusiness company since 2012.
Pursuant to the terms of the Agreement and Plan of Merger dated as of July 27, 2021, between TriCo and Valley, each share of Valley common stock has been converted into the right to receive 0.95 shares of TriCo common stock, with cash to be paid in lieu of fractional shares. TriCo issued approximately 4.1 million shares of common stock in the merger. As a result, former Valley shareholders will own approximately 12% of TriCo’s outstanding common stock immediately following the merger.
Keefe, Bruyette & Woods, A Stifel Company served as TriCo’s financial advisors for the transaction, with Sheppard Mullin, Richter & Hampton LLP acting as its legal advisor. Stephens Inc. served as Valley’s financial advisors for the transaction, with Duane Morris LLP acting as its legal advisor.
Stock Repurchase Plan
TriCo also announced the resumption of its existing stock repurchase plan. Under the repurchase plan previously authorized by the board of directors, TriCo may repurchase its outstanding shares of common stock from time to time in open market or privately-negotiated transactions, including block trades, or pursuant to 10b5-1 trading plans. Any repurchases will be at management’s discretion and will be subject to market conditions, the price of the Company’s shares and other factors. The stock repurchase plan may be modified, suspended or terminated by the board of directors at any time. The plan authorizes the repurchase of up to 1,936,683 additional shares.
Exhibit 99.1
About TriCo Bancshares
TCBK is a bank holding company. Established in 1974, Tri Counties Bank is a wholly-owned subsidiary of TriCo Bancshares (NASDAQ: TCBK) headquartered in Chico, California, providing a unique brand of customer Service with Solutions available in traditional stand-alone and in-store bank branches in communities throughout California. Tri Counties Bank provides an extensive and competitive breadth of consumer, small business and commercial banking financial services, along with convenient around-the-clock ATMs, online and mobile banking access. Brokerage services are provided by Tri Counties Advisors through affiliation with Raymond James Financial Services, Inc. Visit www.TriCountiesBank.com to learn more.
Cautionary Statements Regarding Forward-Looking Information
Certain statements contained in this press release which are not statements of historical fact constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements include, but are not limited to, certain plans, expectations, goals, and projections relating to the business and operations of TriCo, which are subject to numerous assumptions, risks and uncertainties. Words such as ''believes,'' ''anticipates,'' "likely," "expected," "estimated," ''intends'' and other similar expressions are intended to identify forward-looking statements but are not the exclusive means of identifying such statements. Please refer to TriCo's Annual Report on Form 10-K for the year ended December 31, 2021, as well as TriCo’s other filings with the SEC, for a more detailed discussion of risks, uncertainties and factors that could cause actual results to differ from those discussed in the forward-looking statements.
Forward-looking statements are not historical facts but instead express only management's beliefs regarding future results or events, many of which, by their nature, are inherently uncertain and outside of the management's control. It is possible that actual results and outcomes may differ, possibly materially, from the anticipated results or outcomes indicated in these forward-looking statements. In addition to factors previously disclosed in TriCo’s filings with the SEC, the risks and uncertainties that could cause actual results to be different from anticipated results include but are not limited to: the possibility that any of the anticipated benefits of the proposed merger will not be realized or will not be realized within the expected time period; the risk that conversion or integration of Valley's operations with those of TriCo will be materially delayed or will be more costly or difficult than expected; diversion of management's attention from ongoing business operations and opportunities; the challenges of integrating and retaining key employees; the effect of the consummation of the merger on customer relationships and operating results; the possibility that the merger may be more expensive to complete than anticipated, including as a result of unexpected factors or events; and general competitive, economic, political and market conditions and fluctuations. All forward-looking statements included in this press release are made as of the date hereof and are based on information available at the time of the press release. Except as required by law, TriCo does not assume any obligation to update any forward-looking statement.