PFF Bancorp cancels $460 million offering of stock, convertible notes

By Rebecca Melvin

New York, June 16 - PFF Bancorp Inc. said it has terminated a proposed offering of $460 million of convertible senior secured notes due 2009 and shares of common stock in connection with its merger agreement with FBOP Corp., according to a news release.

The proposed private placement under Rule 144A had initially been announced June 5.

PFF Bancorp said Monday it signed a definitive merger agreement under which FBOP, the parent company of California National Bank, will acquire PFF for $1.35 a share in cash, plus assist in helping maintain the bank's regulatory capital requirements by loaning $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 the company's secured commercial bank loan with a current outstanding principal balance of $44 million was extended to June 16, 2009 from June 16, 2008.

Proceeds of the original offering had been intended to be used to strengthen the bank's capital levels and provide for the retirement of the secured commercial bank loan.

Based in Rancho Cucamonga, Calif., PFF is a holding company for PFF Bank & Trust, Diversified Builder Services Inc. and Glencrest Investment Advisors Inc.

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