By Lisa Kerner
Charlotte, N.C., June 16 - FBOP Corp. agreed to acquire PFF Bancorp for $1.35 cash per share in a transaction expected to close by the end of September.
PFF Bancorp's board of directors has unanimously approved the merger agreement among PFF Bancorp, its subsidiaries Glencrest Investment Advisors, Inc. and Diversified Builder Services, Inc., and FBOP, a joint company news release said.
In addition, some PFF Bancorp directors and executive officers agreed to vote their estimated 800,000 shares in favor of the proposed merger.
FBOP, in order to maintain the bank's "adequately capitalized" regulatory status, said it will immediately loan $7 million to PFF Bancorp in exchange for a secured note convertible into preferred stock of the company with voting rights equivalent to 19.9% of the outstanding voting stock of the company.
Also in connection with the merger, the maturity date of PFF Bancorp's secured commercial bank loan with a current outstanding principal balance of $44 million was extended to June 16, 2009, from June 16, 2008.
PFF Bancorp agreed to covenants that will limit some activities until the consummation of the merger, including declaring, making or paying dividends and incurring, issuing or rolling over debt, according to the release.
The proposed private placement offering announced by PFF Bancorp on June 5 has been terminated due to the agreement.
Sandler O'Neill + Partners, LP is advising PFF Bancorp and also provided a fairness opinion to the company's board of directors.
Los Angeles-based PFF Bancorp is the holding company of the PFF Bank & Trust, Glencrest Investment Advisors and Diversified Builder Services.
FBOP is a privately held, multi-bank holding company operating community banks in California, Arizona, Texas and Illinois. It is the parent company of California National Bank in Los Angeles.
| Acquirer: | FBOP Corp.
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| Target: | PFF Bancorp
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| Announcement date: | June 16
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| Price per share: | $1.35
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| Expected closing: | By the end of September 2008
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| Stock price of target: | NYSE: PFB: $1.18 on June 13
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