SEC Filing Summary: First PacTrust Bancorp, Inc. (8-K)
Business Context and Reporting Period
This Form 8-K was filed on July 31, 2012, by First PacTrust Bancorp, Inc., a Maryland corporation. The report details a material definitive agreement regarding the acquisition of Gateway Bancorp, a California corporation.
Key Financial Metrics
The filing does not provide standard operating financial metrics such as revenue, profit, cash flow, margins, or debt levels for the reporting period. The only financial data disclosed relates to the specific transaction terms:
- Original Aggregate Purchase Price: $17,000,000
- Revised Aggregate Purchase Price: $15,500,000
- Escrow Elimination: $2,500,000
Material Changes Versus Prior Period
On July 31, 2012, the parties entered into Amendment No. 4 to the Stock Purchase Agreement originally dated June 3, 2011. This amendment resulted in the following material changes:
- Elimination of the post-closing escrow of $2,500,000 previously contemplated in the Purchase Agreement.
- Removal of certain specified post-closing indemnification obligations of the Sellers related to the escrow.
- Reduction of the total purchase price payable by First PacTrust from $17,000,000 to $15,500,000.
Guidance, Outlook, and Risks
The filing contains no forward-looking guidance, management commentary on future operations, or discussion of general business risks. The document is strictly limited to the execution of the amendment to the acquisition agreement. No unusual items or contingencies outside the scope of this transaction amendment are disclosed.
Key Facts for Investor Verification
- Verify the final closing status of the Gateway Bancorp acquisition following the price reduction.
- Confirm the impact of the $1.5 million purchase price reduction on First PacTrust's balance sheet and goodwill calculation.
- Review the full text of Amendment No. 4 (Exhibit 2.1) to understand the specific indemnification obligations that were removed.
- Note that the registrant is First PacTrust Bancorp, Inc., not BANC OF CALIFORNIA, INC., despite the metadata request.