Business Context and Reporting Period
This Form 8-K was filed by Central Valley Community Bancorp on May 22, 2014. The report details the termination of a Material Definitive Agreement with Patriot Financial Partners, L.P. and Patriot Financial Partners Parallel, L.P. (collectively, the "Funds").
Key Financial Metrics
The filing text does not provide specific values for revenue, profit, cash flow, margins, debt, or liquidity. This report focuses exclusively on corporate governance changes regarding shareholder agreements.
Material Changes
- Termination of Agreement: The Management Rights Agreement, originally executed on December 22, 2009, was terminated on May 22, 2014.
- Ownership Threshold: The termination was triggered because recent reductions in share ownership by the Funds lowered their aggregate holdings to below 10% of the Company's outstanding common stock.
- Loss of Rights: The Funds no longer have access to Board materials or the right to designate a non-voting observer to Board meetings.
- Affiliate Status: The Company confirmed that the Funds are no longer considered affiliates.
Outlook, Risks, and Management Commentary
Management commentary is limited to the confirmation of the termination and the change in affiliate status. The Funds are required to maintain confidentiality regarding information obtained under the prior agreement. No financial guidance, future outlook, or specific risk factors were disclosed in this filing.
Investor Verification Checklist
- Verify the current beneficial ownership percentage of Patriot Financial Partners to confirm it remains below the 10% threshold.
- Review the original December 2009 Stock Purchase Agreement to understand the full scope of rights previously held by the Funds.
- Confirm that no other material agreements with the Funds remain in effect.