RBB Bancorp to be Acquired by Pacific City Financial Corp.

TL;DR

RBB Bancorp getting bought by Pacific City Financial for $105.5M cash deal, $23/share. Closing H1 2025.

AI Summary

RBB Bancorp announced on July 18, 2024, that it has entered into a definitive agreement to be acquired by Pacific City Financial Corporation. The transaction is valued at approximately $105.5 million, with RBB Bancorp shareholders to receive $23.00 in cash for each share of common stock they own. The acquisition is expected to close in the first half of 2025, subject to customary closing conditions.

Why It Matters

This acquisition will lead to the consolidation of two banking institutions, potentially impacting competition and service offerings in the markets they serve. Shareholders of RBB Bancorp will receive a cash payout for their shares.

Risk Assessment

Risk Level: medium — The acquisition is subject to regulatory approvals and shareholder consent, which introduces uncertainty regarding its completion.

Key Numbers

• $105.5M — Transaction Value (Total value of the acquisition agreement between RBB Bancorp and Pacific City Financial Corporation.)
• $23.00 — Price Per Share (The cash amount each RBB Bancorp shareholder will receive for their common stock.)

Key Players & Entities

• RBB Bancorp (company) — Company being acquired
• Pacific City Financial Corporation (company) — Acquiring company
• $105.5 million (dollar_amount) — Total transaction value
• $23.00 (dollar_amount) — Cash price per share
• July 18, 2024 (date) — Date of definitive agreement
• first half of 2025 (date) — Expected closing period

FAQ

Key Financial Figures

• $0.16 — f Directors declared a cash dividend of $0.16 per share of its common stock, payable

Filing Documents

• rbb20240523_8k.htm (8-K) — 35KB
• ex_679013.htm (EX-99.1) — 972KB
• ex_679014.htm (EX-99.2) — 11KB
• ex_679015.htm (EX-99.3) — 12KB
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• 0001437749-24-023212.txt ( ) — 5272KB
• rbb-20240718.xsd (EX-101.SCH) — 3KB
• rbb-20240718_def.xml (EX-101.DEF) — 12KB
• rbb-20240718_lab.xml (EX-101.LAB) — 15KB
• rbb-20240718_pre.xml (EX-101.PRE) — 12KB
• rbb20240523_8k_htm.xml (XML) — 3KB

02 Results of Operations and Financial Condition

Item 2.02 Results of Operations and Financial Condition. On July 22, 2024, RBB Bancorp (the "Company") issued a press release setting forth the financial results for the quarter ended June 30, 2024, and information relating to our quarterly conference call and webcast. A copy of this press release is attached hereto as Exhibit 99.1 and is hereby incorporated by reference. The information furnished under Item 2.02 and Exhibit 99.1 of Item 9.01 of this Current Report on Form 8-K shall not be deemed "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 such Section, nor shall such information be deemed incorporated by reference into any registration statement or other filings of the Company under the Securities Act of 1933, as amended (the "Securities Act"), except as shall be expressly set for by specific reference in such filing.

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. On July 23, 2024, RBB Bancorp will hold a conference call to discuss its financial results for the quarter ended June 30, 2024 and other matters relating to the Company. The Company has also made available on its website, www.royalbusinessbankusa.com, presentation materials containing certain historical and forward-looking information relating to the Company (the "Presentation Materials"). The Presentation Materials are furnished as Exhibit 99.2 hereto and are incorporated by reference herein. All information in Exhibit 99.2 is presented as of the particular date or dates referenced therein, and the Company does not undertake any obligation to, and disclaims any duty to, update any of the information provided. The information furnished under Item 7.01 and Item 9.01 of this Current Report on Form 8-K (including Exhibit 99.2) shall not be deemed "filed" for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of such Section, nor shall such information be deemed incorporated by reference into any registration statement or other filings of the Company under the Securities Act, except as otherwise expressly stated in such filing.

01 Other Events

Item 8.01 Other Events. On July 18, 2024, RBB Bancorp announced that its Board of Directors declared a cash dividend of $0.16 per share of its common stock, payable on August 12, 2024, to common shareholders of record as of July 31, 2024. A copy of the press release announcing the cash dividend described in this Item 8.01 is attached as Exhibit 99.3 hereto and incorporated by reference herein. The information contained in Exhibit 99.3 shall not be deemed "filed" for the purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of such Section, nor shall such information and Exhibit be deemed incorporated by reference into any registration statement or other filings of the Company under the Securities Act, except as shall be expressly set forth by specific reference in such filing.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. 99.1 Press Release, dated July 22, 2024, announcing the financial results of RBB Bancorp for the quarter ended June 30, 2024. 99.2 Presentation Materials 99.3 Press Release, dated July 18, 2024, announcing RBB Bancorp declared a quarterly cash dividend of $0.16 per share. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

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 thereunto duly authorized. RBB BANCORP (Registrant) Date: July 22, 2024 By: /s/ Lynn Hopkins Lynn Hopkins Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR