Item 2.01.Completion of Acquisition or Disposition of Assets.
On February 1, 2022 (the “Closing Date”), BayCom Corp, a California corporation (“BayCom”) completed its previously announced acquisition of Pacific Enterprise Bancorp (“PEB”) pursuant to an Agreement and Plan of Merger, dated September 7, 2021 (the “Merger Agreement”), by and between BayCom and PEB. Under the terms of the Merger Agreement, PEB merged with and into BayCom (the “Merger”), with BayCom as the surviving corporation in the Merger. Immediately following the Merger, Pacific Enterprise Bank, a wholly-owned subsidiary of PEB, merged with and into United Business Bank, a wholly-owned subsidiary of BayCom (the “Bank Merger”), with United Business Bank as the surviving bank in the Bank Merger.
Pursuant to the Merger Agreement, at the effective time of the Merger (the “Effective Time”), BayCom paid aggregate consideration to PEB shareholders of approximately 2,941,700 shares of BayCom common stock, before taking into account adjustments for fractional shares. Each share of common stock of PEB outstanding immediately prior to the Effective Time, excluding certain specified shares including any dissenting shares, converted into the right to receive 1.0292 shares of BayCom common stock (the “Exchange Ratio”).
At the Effective Time, each option to purchase PEB common stock under an equity incentive plan of PEB (a "PEB stock option") that was outstanding and unexercised, with an exercise price less than the product of (1) $19.67 (which represents the volume-weighted average trading price of a share of BayCom common stock for the 15 consecutive trading days ending on January 25, 2022 (the “BayCom Average Closing Price”)) and (2) the Exchange Ratio, was, whether or not such PEB stock option was then vested or exercisable and subject to the execution and delivery by the holder thereof of an option cancellation agreement, cancelled and converted into the right to receive an amount of cash equal to the product of (i) the excess of (A) the product of (x) the Exchange Ratio and (y) the BayCom Average Closing Price, over (B) the exercise price of such PEB stock option, and (ii) the number of shares of PEB common stock subject to said PEB stock option.
Each award in respect of a share of PEB common stock subject to vesting or other lapse restriction granted under an equity incentive plan of PEB (a "PEB restricted stock award") that was outstanding on the fifth trading day preceding the Closing Date became fully vested on such date. The underlying shares which remained outstanding at the Closing Time were converted automatically into the right to receive 1.0292 shares of BayCom common stock for each share of PEB common stock, with cash to be paid in lieu of any fractional shares of BayCom common stock.
The foregoing description of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, which is incorporated herein by reference as Exhibit 2.1.
Item 8.01Other Events.
On February 1, 2022, BayCom issued a press release announcing the completion of the Merger. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference
Item 9.01Financial Statements and Exhibits
(a)Financial statements of businesses acquired.
The financial statements of the business acquired will be filed by amendment to this Current Report on Form 8-K (this “Report”) no later than 71 days following the date that this Report is required to be filed.
(b)Pro forma financial information.
The pro forma financial information will be filed by amendment to this Report no later than 71 days following the date that this Report is required to be filed.
