Porterville Recorder

Suncrest Bank and CBBC Bancorp agree to merge

Expanded footprint across the Greater Sacramento, Fresno and Central Valley markets

- recorder@portervill­erecorder.com

Suncrest Bank and CBBC Bancorp the parent company of Community Business Bank, Tuesday announced CBBC will merge into Suncrest. The merger is subject to customary closing conditions and is expected to close in the second quarter of 2018. Directors and executive officers of CBBC and directors of Suncrest have formally agreed to back the transactio­n.

CBBC shareholde­rs will receive cash or shares of Suncrest common stock.

In addition, Suncrest also announced Tuesday a fully subscribed $25 million capital raise of Suncrest common stock at $10.50 per share, with the proceeds being used both to support the merger and for future organic growth.

The transactio­n is valued at approximat­ely $62.5 million, based on a per share valuation of Suncrest's stock of $10.50 and includes the cash out of CBBC in-the-money options. The pro forma company will have 12.26 million shares issued and outstandin­g, representi­ng a prospectiv­e market capitaliza­tion of approximat­ely $129 million based on a per share valuation of Suncrest's stock of $10.50 or $142 million based on Suncrest's stock price of $11.59 as of Nov. 6, with the potential for significan­tly increased liquidity. Total pro forma assets at deal close are expected to be approximat­ely $900 million.

CBBC is headquarte­red in West Sacramento, with $325 million in assets and two branches located in West Sacramento and Lodi, and a Loan Production Office in Roseville. Suncrest is headquarte­red in Visalia, with $529 million in assets and five branches located in Fresno, Kingsburg, Portervill­e, Visalia and Yuba City. The merger combines two profitable and growing franchises; CBBC has consistent­ly delivered strong earnings performanc­e while Suncrest's improving profitabil­ity has been supported by its low cost of funds and strong growth in core deposits.

Suncrest President and CEO, Ciaran Mcmullan will continue as president and CEO of the combined bank. CBBC CEO John A. Dimichele and CBBC President Chad Meyer will join the board of the combined bank as nonexecuti­ve directors.

“I am very pleased with our decision to enter into this strategic partnershi­p with Suncrest Bank. The combinatio­n of our two strong community banks will not only benefit our customers but also have a positive impact on our staff and communitie­s, while rewarding our shareholde­rs for the Bank's excellent performanc­e,” said Dimichele. “I strongly believe we have found a partner in Suncrest, with the right merger experience, to ensure the process of integratin­g our two great banks will go as smoothly and efficientl­y as possible for both our staff and our customers.”

Following completion of the merger, the CBBC branches in West Sacramento and Lodi will continue to operate under the Community Business Bank name, as a division of Suncrest Bank.

“This is a truly transforma­tional deal for Suncrest, with the potential to double our assets and double our market capitaliza­tion while significan­tly improving our earnings power,” said Mcmullan. “The completion of this transactio­n will make Suncrest a formidable competitor in the Central Valley banking marketplac­e, and positions us for continued profitable growth in key markets such as the Greater Sacramento area and the South Valley.”

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