SEC Filing Summary: Central Valley Community Bancorp (8-K)
Business Context and Reporting Period
This Current Report on Form 8-K was filed by Central Valley Community Bancorp on August 23, 2011. The filing reports a material definitive agreement and unregistered sales of equity securities involving the exchange of non-voting common stock for voting common stock with Patriot Financial Partners, L.P. and Patriot Financial Partners Parallel, L.P. (collectively, "Patriot").
Key Financial Metrics
The filing text does not provide specific values for revenue, profit, cash flow, margins, debt, or liquidity. The report focuses exclusively on a corporate governance and equity structure transaction.
Material Changes
- Equity Exchange: The Company exchanged 258,862 shares of non-voting common stock held by Patriot for 258,862 shares of voting common stock.
- Ownership Increase: Patriot's ownership of the Company's voting common stock increased from approximately 9.26% to approximately 11.97%.
- Regulatory Compliance: The transaction was conditioned on Patriot obtaining necessary approvals from the California Department of Financial Institutions and the Federal Reserve Bank of Philadelphia to hold up to 19.9% of voting shares. The increase beyond 10% required approval under the federal Change in Bank Control Act.
Guidance, Outlook, and Management Commentary
Patriot has represented to regulators and the Company that it does not contemplate changes to the board of directors, senior executives, business strategy, or corporate structure. No such changes have occurred as a result of the transaction. The issuance was conducted as a privately negotiated transaction exempt from registration under Sections 3(a)(9) and 4(2) of the Securities Act of 1933.
Investor Verification Checklist
- Verify the current total share count and the precise percentage of voting stock held by Patriot Financial Partners post-transaction.
- Confirm the status of regulatory approvals from the Federal Reserve and California Department of Financial Institutions regarding the 19.9% ownership threshold.
- Review the Share Exchange Agreement (Exhibit 10.1) for any covenants or restrictions associated with the newly issued voting shares.
- Monitor future filings for any changes in board composition or executive leadership, despite current representations to the contrary.