SCB and CBC announce all-stock merger of equals valued at ~$233.6M

California BanCorp \ CA

Each CALB share to be exchanged for 1.590 SCB shares; deal value ~$26.54/share based on Jan 29 close.
Combined bank to have ~$4.6B in assets; expected to close Q3 2024, subject to shareholder and regulatory approvals.
David Rainer (SCB CEO) becomes Executive Chairman; Steven Shelton (CBC CEO) becomes CEO of combined company.
Board set at 12 members, 6 from each company; termination fee of $9.3M under certain conditions.
Employment agreements: Rainer ($55k/mo + $750k RSU), Shelton ($50.8k/mo + $500k RSU), Sa ($35.4k/mo + $300k RSU).

item 1.01 item 5.02 item 7.01 item 8.01 item 9.01

Executive movements

Machine-extracted from this filing. Every card cites the SEC source. See all recent executive movements.

Appointed

David I. Rainer

Executive Chairman

BCAL · California BanCorp \ CA

Filed: January 30, 2024, 6:59 PM ET

On January 30, 2024, SCB and SCB Bank entered into an Employment Agreement with David I. Rainer, which will become effective as of and subject to the Effective Time, pursuant to which he will serve as Executive Chairman of SCB and SCB Bank

Key facts

Extracted from this filing and checked against the source text.

Executive change SEC 8-K Item 5.02 confidence 0.95

David I. Rainer was appointed as Executive Chairman at California BanCorp \ CA.

Action: appointed
Role: Executive Chairman

Exact text from the filing

On January 30, 2024, SCB and SCB Bank entered into an Employment Agreement with David I. Rainer, which will become effective as of and subject to the Effective Time, pursuant to which he will serve as Executive Chairman of SCB and SCB Bank

View on SEC.gov

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.95

California BanCorp \ CA entered into Agreement and Plan of Merger and Reorganization with California BanCorp valued at Each outstanding share of CBC common stock will be converted into the right to receive 1.590 shares (effective 2024-01-30).

Action: entry
Agreement: merger
Counterparty: California BanCorp
Value: Each outstanding share of CBC common stock will be converted into the right to receive 1.590 shares
Effective: 2024-01-30

Exact text from the filing

On January 30, 2024, Southern California Bancorp, (“SCB”) (Nasdaq: BCAL), parent company of Bank of Southern California, N.A. (“SCB Bank”), and California BanCorp, (“CBC”) (Nasdaq: CALB), parent company of California Bank of Commerce (“CBC Bank”), entered into an Agreement and Plan of Merger and Reorganization (the “Merger Agreement”) pursuant to which CBC will merge with and into SCB (the “Merger”) with SCB surviving, followed immediately thereafter by the merger of CBC Bank with and into SCB Bank, with SCB Bank surviving (the “Bank Merger”).

View on SEC.gov

Browse all material agreements →

California BanCorp \ CA filing history →

Source: SEC EDGAR

accession 0001493152-24-004219

view filing index on sec.gov

view primary document

Machine-readable: JSON · Markdown · Plain text

This headline and bullets were generated automatically by deepseek-v4-flash:cloud@v2 from the public filing. Read the source on SEC.gov before relying on any specific claim. Not investment advice. See methodology for how this pipeline works.