UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
FORM 8-K
Current report pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
May 28, 2010
TriCo Bancshares
(Exact name of registrant as specified in its charter)
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| California
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0-10661
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94-2792841 |
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| (State or other jurisdiction of
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(Commission File No.)
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(I.R.S. Employer |
| incorporation or organization)
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Identification No.) |
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| 63 Constitution Drive, Chico, California
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95973 |
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| (Address of principal executive offices)
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(Zip Code) |
Registrant’s telephone number, including area code: (530) 898-0300
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions (see General Instruction
A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)) |
TABLE OF CONTENTS
Item 1.01: Entry into a Material Definitive Agreement
Effective May 28, 2010, Tri Counties Bank, a California state-chartered bank (the “Bank”) and
wholly owned subsidiary of TriCo Bancshares, a California corporation, acquired substantially all
of the assets and assumed substantially all of the liabilities of Granite Community Bank, N.A.,
Granite Bay, California (“Granite Bank”), including substantially all the deposits from the Federal
Deposit Insurance Corporation (the “FDIC”), as receiver for Granite Bank (the “Acquisition”). The
Acquisition was made pursuant to the terms of a purchase and assumption agreement entered into by
the Bank and the FDIC on May 28, 2010 (the “Agreement”).
Based upon a preliminary closing with the FDIC as of May 28, 2010, the Bank acquired (a) an
estimated $77.0 million in loans, (b) $3.8 million in investment
securities, and (c) $22.2 million in cash and other assets, and
assumed (a) an estimated $94.8 million in deposits, (b)
$5.0 million in borrowings, and (c) $0.1 million in other liabilities. The foregoing amounts
represent Granite Bank’s book value and do not reflect fair value. These amounts are estimates and,
accordingly, are subject to adjustment based upon final settlement with the FDIC. The terms of the
Agreement provide for the FDIC to indemnify the Bank against claims with respect to the liabilities
of Granite Bank not assumed by the Bank and certain other types of claims listed in the Agreement.
The Bank paid no cash or other consideration to acquire Granite Bank.
In connection with the Acquisition, the Bank entered into a loss-sharing agreement with the FDIC
that covered approximately $89.3 million of Granite Bank’s assets. The Bank will share in the
losses on the asset pools (loans, foreclosed loan collateral, and certain investment securities)
covered under the loss-sharing agreement. Pursuant to the terms of the loss sharing agreement, the
FDIC is obligated to reimburse the Bank for 80% of losses with respect to covered assets. The Bank
will reimburse the FDIC for 80% of recoveries with respect to losses for which the FDIC paid the
Bank under the loss sharing agreement.
The foregoing summary of the Agreement is not complete and is qualified in its entirety by
reference to the full text of the Agreement and certain exhibits attached thereto, a copy of which
is attached hereto as Exhibit 2.1 and incorporated by reference herein.
Item 2.01: Completion of Acquisition or Disposition of Assets
The information set forth under Item 1.01 “Entry into a Material Definitive Agreement” is
incorporated by reference into this Item 2.01.
Item 8.01:
Other Events
On May 28, 2010, the Bank issued a press release announcing the Acquisition. A copy of this press
release has been attached as Exhibit 99.1 to this Current Report and incorporated by reference
herein.
Item 9.01: Financial Statements and Exhibits
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| Exhibit No. |
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Description of Exhibit |
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2.1
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Purchase and Assumption Agreement Whole Bank All Deposits,
among the Federal Deposit Insurance Corporation, receiver of Granite Community Bank, N.A.,
Granite Bay, California, the Federal Deposit Insurance Corporation and Tri Counties Bank, dated as
of May 28, 2010, and related addendum. |
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99.1
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Press Release, dated May 28, 2010, announcing the Acquisition.
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