Business Context and Reporting Period
This Form 8-K Current Report was filed by First PacTrust Bancorp, Inc. on June 6, 2013. The filing discloses a material event regarding the pricing of a public offering of preferred stock.
Key Financial Metrics
The filing details a capital raise through the issuance of preferred stock rather than reporting operational financial metrics such as revenue or net income.
- Security Issued: 8.00% Non-Cumulative Perpetual Preferred Stock, Series C.
- Shares Offered: 1.4 million depositary shares (each representing a 1/40th interest in a share of preferred stock).
- Price per Share: $25.00 per depositary share.
- Gross Proceeds: $35 million.
- Over-Allotment Option: Underwriters granted a 30-day option to purchase up to 210,000 additional depositary shares.
- Potential Additional Proceeds: $5.25 million.
Material Changes
The primary material change is the execution of the equity offering described above. The filing does not provide comparative financial data against prior periods as it is a transaction-specific report.
Guidance, Outlook, and Risks
The filing does not contain management guidance, outlook, or specific risk factors beyond standard legal disclaimers. It notes that the report does not constitute an offer to sell securities in jurisdictions where such an offer would be unlawful. Investors are directed to review the registration statement (File No. 333-170622) and prospectus supplements for complete information regarding the offering and the Company.
Investor Verification Checklist
- Verify the final prospectus supplement and base prospectus (File No. 333-170622) for detailed terms of the Series C Preferred Stock.
- Confirm whether the underwriters exercised the 30-day over-allotment option for an additional $5.25 million.
- Review the attached press release (Exhibit 99.1) for the intended use of proceeds.
- Check subsequent filings for the impact of this capital raise on the Company's liquidity and regulatory capital ratios.