Northrim BanCorp Files 8-K with Key Agreements and Disclosures

TL;DR

NRIM filed an 8-K on Nov 1st detailing material agreements and other events as of Oct 31st.

AI Summary

Northrim BanCorp, Inc. filed an 8-K on November 1, 2024, reporting events as of October 31, 2024. The filing includes information on a material definitive agreement, Regulation FD disclosures, and other events, along with financial statements and exhibits. The company is a federally chartered savings institution based in Anchorage, Alaska.

Why It Matters

This 8-K filing provides crucial updates on material agreements and regulatory disclosures for Northrim BanCorp, Inc., offering insights into the company's operational and financial status.

Risk Assessment

Risk Level: low — The filing is a standard 8-K report detailing corporate events and disclosures, not indicating immediate financial distress or significant new risks.

Key Numbers

• 000-33501 — SEC File Number (Northrim BanCorp's SEC registration number.)
• 92-0175752 — IRS Number (Northrim BanCorp's Employer Identification Number.)

Key Players & Entities

• NORTHRIM BANCORP INC (company) — Registrant
• November 1, 2024 (date) — Filing Date
• October 31, 2024 (date) — Earliest Event Reported Date
• 0001163370-24-000040 (document_id) — Accession Number
• Anchorage, Alaska (location) — Principal Executive Offices

FAQ

Key Financial Figures

• $50 million — e " Purchase Price ") shall be equal to $50 million in cash, minus the amount, if any, by w
• $16.4 m — ng book value of Sallyport is less than $16.4 million, minus the amount of Sallyport's
• $6 million — ceive additional cash proceeds of up to $6 million (the " Earn-Out Payments "). The Earn-O
• $2 million — t Payments "). The Earn-Out Payments of $2 million per year are payable on each of the fir

Filing Documents

• nrim-20241031.htm (8-K) — 52KB
• exhibit991projectcastle-.htm (EX-99.1) — 28KB
• exhibit992sallyportcommerc.htm (EX-99.2) — 19KB
• exhibit991projectcastle-001.jpg (GRAPHIC) — 121KB
• exhibit991projectcastle-002.jpg (GRAPHIC) — 278KB
• exhibit991projectcastle-003.jpg (GRAPHIC) — 181KB
• exhibit991projectcastle-004.jpg (GRAPHIC) — 140KB
• exhibit991projectcastle-005.jpg (GRAPHIC) — 150KB
• exhibit991projectcastle-006.jpg (GRAPHIC) — 155KB
• exhibit991projectcastle-007.jpg (GRAPHIC) — 166KB
• exhibit991projectcastle-008.jpg (GRAPHIC) — 168KB
• exhibit991projectcastle-009.jpg (GRAPHIC) — 102KB
• exhibit991projectcastle-010.jpg (GRAPHIC) — 105KB
• exhibit991projectcastle-011.jpg (GRAPHIC) — 58KB
• exhibit991projectcastle-012.jpg (GRAPHIC) — 129KB
• exhibit991projectcastle-013.jpg (GRAPHIC) — 121KB
• exhibit991projectcastle-014.jpg (GRAPHIC) — 103KB
• exhibit991projectcastle-015.jpg (GRAPHIC) — 150KB
• exhibit991projectcastle-016.jpg (GRAPHIC) — 56KB
• exhibit991projectcastle-017.jpg (GRAPHIC) — 171KB
• exhibit991projectcastle-018.jpg (GRAPHIC) — 207KB
• nrimpra08.jpg (GRAPHIC) — 5KB
• 0001163370-24-000040.txt ( ) — 3776KB
• nrim-20241031.xsd (EX-101.SCH) — 2KB
• nrim-20241031_lab.xml (EX-101.LAB) — 21KB
• nrim-20241031_pre.xml (EX-101.PRE) — 12KB
• nrim-20241031_htm.xml (XML) — 2KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On October 31, 2024, Northrim Bank (the " Bank ") entered into a Membership Interest Purchase Agreement (the " Purchase Agreement ") by and among the Bank, Sallyport Commercial Finance, LLC (" Sallyport ") and the equity owners of Sallyport identified in the Purchase Agreement (the " Selling Members "). The transactions contemplated by the Purchase Agreement closed on October 31, 2024. The Bank is a wholly-owned subsidiary of Northrim BanCorp, Inc. (the " Company "). Sallyport and its direct and indirect subsidiaries provide services and products related to factoring and asset-based lending in the United States, Canada, and the United Kingdom. Prior to entering into the Purchase Agreement, the Bank provided loans to Sallyport in the ordinary course of business of the Bank. The Purchase Agreement provides that, upon the terms and subject to the conditions set forth therein, the Bank will acquire all of the membership interests in Sallyport (the " Membership Interests "), owned by the Selling Members, which constitute all of the outstanding Membership Interests (the " Acquired Interests "). The aggregate consideration payable by the Bank for the Acquired Interests (the " Purchase Price ") shall be equal to $50 million in cash, minus the amount, if any, by which the estimated closing book value of Sallyport is less than $16.4 million, minus the amount of Sallyport's estimated transaction expenses, minus the net unreserved amount of certain doubtful receivables, plus earn-out payments, if any. The Purchase Price will be paid to the Selling Members in cash. The Purchase Price is also subject to certain post-closing adjustments based on differences between the preliminary estimated book value of Sallyport at closing and the actual book value of Sallyport at closing to be calculated within 45 days following the closing of the transaction. The Selling Members may receive additional cash proceeds of up to $6 milli

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. The information furnished under Item 7.01 of this Current Report shall not be deemed to be "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the " Exchange Act "), or otherwise subject to the liabilities of that section, nor shall it be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing. Attached as Exhibit 99.1 are presentation materials relating to Northrim BanCorp, Inc.

01 Other Events

Item 8.01 Other Events. On November 1, 2024, Northrim and Sallyport issued a joint press release announcing the execution and closing of the Purchase Agreement. A copy of the joint press release is attached hereto as Exhibit 99.2, and is incorporated by reference herein.

Forward-looking Statements

Forward-looking Statements This current report on Form 8-K contains "forward-looking statements" that are subject to risks and uncertainties. These statements include, but are not limited to, descriptions of Northrim's and Sallyport's financial condition, results of operations, asset based lending volumes, asset and credit quality trends and profitability and statements about the expected timing, completion, financial benefits and other effects of the proposed acquisition of Sallyport by Northrim Bank. All statements, other than statements of historical fact, regarding the financial position, business strategy and respective management's plans and objectives for future operations of each of Northrim and Sallyport are forward-looking statements. Readers should not place undue reliance on forward-looking statements, which reflect management's views only as of the date hereof. When used in this report, the words "anticipate," "believe," "estimate," "expect," and "intend" and words or phrases of similar meaning, as they relate to Northrim, Northrim's management, Sallyport, or Sallyport's management are intended to help identify forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Although we believe that management's respective expectations as reflected in forward-looking statements are reasonable, we cannot assure readers that those expectations will prove to be correct. Forward-looking statements are subject to various risks and uncertainties that may cause actual results to differ materially and adversely from expectations as indicated in the forward-looking statements. These risks and uncertainties include: expected cost savings, synergies and other financial benefits from the proposed acquisition of Sallyport by Northrim Bank might not be realized within the expected time frames and costs or difficulties relating to integration matters might be greater than expected; and the ability of Northrim and Sallyport to ex

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (a) Financial statements – not applicable (b) Proforma financial information – not applicable (c) Shell company transactions – not applicable (d) Exhibit No. Description 99.1 Presentation Materials relating to Northrim BanCorp, Inc. 99.2 Press Release dated November 1, 2024.

SIGNATURES

SIGNATURES 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. Northrim BanCorp, Inc. November 1, 2024 By: /s/ Michael G. Huston Name: Michael G. Huston Title: President & Chief Executive Officer Exhibit Index Exhibit No. Description 99.1 Presentation Materials relating to Northrim BanCorp, Inc. 99.2 Press Release dated November 1, 2024.

View Full Filing

View this 8-K filing on SEC EDGAR