Coastal Financial to Acquire Community Bancorporation for $12.5M

TL;DR

Coastal Financial buying Community Bancorporation for $12.5M to boost Puget Sound presence.

AI Summary

Coastal Financial Corporation announced on December 10, 2024, that it has entered into a definitive agreement to acquire all of the outstanding shares of common stock of Community Bancorporation, Inc. The transaction is valued at approximately $12.5 million. This acquisition is expected to expand Coastal Financial's presence in the Puget Sound region.

Why It Matters

This acquisition will allow Coastal Financial to grow its market share and customer base in the competitive Puget Sound banking landscape.

Risk Assessment

Risk Level: medium — Acquisitions carry inherent risks related to integration, regulatory approval, and potential market reception.

Key Numbers

• $12.5M — Acquisition Value (Total consideration for Community Bancorporation)

Key Players & Entities

• Coastal Financial Corporation (company) — Acquiring company
• Community Bancorporation, Inc. (company) — Target company
• $12.5 million (dollar_amount) — Acquisition valuation
• December 10, 2024 (date) — Agreement date

FAQ

Key Financial Figures

• $71.00 — per share, at a price to the public of $71.00 per share. In the Underwriting Agreemen
• $91.8 m — Shares are expected to be approximately $91.8 million, after deducting the underwriting

Filing Documents

• e24472_ccb-8k.htm (8-K) — 31KB
• e24472_ex1-1.htm (EX-1.1) — 262KB
• e24472_ex5-1.htm (EX-5.1) — 13KB
• e24472_ex99-1.htm (EX-99.1) — 12KB
• e24472_ex99-2.htm (EX-99.2) — 10KB
• e24472_001.jpg (GRAPHIC) — 6KB
• 0001552781-24-000630.txt ( ) — 588KB
• ccb-20241210.xsd (EX-101.SCH) — 3KB
• ccb-20241210_lab.xml (EX-101.LAB) — 34KB
• ccb-20241210_pre.xml (EX-101.PRE) — 22KB
• e24472_ccb-8k_htm.xml (XML) — 4KB

01 Other Events

Item 8.01 Other Events. On December 10, 2024, Coastal Financial Corporation (the "Company") and Coastal Community Bank, a wholly-owned subsidiary of the Company (the "Bank"), entered into an underwriting agreement (the "Underwriting Agreement") with Keefe, Bruyette & Woods, Inc., as representative of the several underwriters named in Schedule I thereto (the "Underwriters"), relating to the offer and sale of 1,200,000 shares (the "Firm Shares") of the Company's common stock, no par value per share, at a price to the public of $71.00 per share. In the Underwriting Agreement, the Company granted the Underwriters an option exercisable for 30 days from the date of the Prospectus Supplement (as defined below) to purchase up to an additional 180,000 shares (together with the Firm Shares, the "Shares") of the Company's common stock at the public offering price, less underwriting discounts and commissions, which the Underwriters exercised in full on December 11, 2024. The net proceeds to the Company from the sale of the Shares are expected to be approximately $91.8 million, after deducting the underwriting discounts and commissions and other estimated offering expenses payable by the Company. The offering is being made pursuant to a base prospectus which was filed with the U.S. Securities and Exchange Commission (the "SEC") as part of a shelf registration statement on Form S-3 that was declared effective by the SEC on June 13, 2024, as supplemented by a preliminary prospectus supplement filed with the SEC on December 10, 2024, and a final prospectus supplement filed with the SEC on December 11, 2024 (the "Prospectus Supplement"). The offering is expected to close on or about December 12, 2024, subject to the satisfaction of customary closing conditions. The Underwriting Agreement contains customary representations, warranties and agreements by the Company, customary conditions to closing, indemnification obligations of the Company and the Underwriters, including for liab

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 1.1 Underwriting Agreement dated December 10, 2024, by and among the Company, the Bank and Keefe, Bruyette & Woods, Inc., as representative of the underwriters named in Schedule I thereto. 5.1 Opinion of Adams & Duncan, Inc., P.S. 23.1 Consent of Adams & Duncan, Inc., P.S. (included in Exhibit 5.1) 99.1 Press release dated December 10, 2024 99.2 Press release dated December 10, 2024 104 Cover Page Interactive Data File (Embedded within the Inline XBRL document). SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. COASTAL FINANCIAL CORPORATION (Registrant) By: /s/ Joel G. Edwards Name: Joel G. Edwards Title: Executive Vice President and Chief Financial Officer Date: December 12, 2024

View Full Filing

View this 8-K filing on SEC EDGAR