|
California
(State or other jurisdiction of incorporation or organization) |
| |
6022
(Primary Standard Industrial Classification Code No.) |
| |
20-8859754
(I.R.S. Employer Identification No.) |
|
|
with a copy to:
|
| |||
|
Kenneth E. Moore, Esq.
Michael K. Staub, Esq. Stuart | Moore | Staub 641 Higuera Street, Suite 302 San Luis Obispo, CA 93401 (805) 545-8590 |
| |
Gordon M. Bava, Esq.
Craig D. Miller, Esq. Manatt, Phelps & Phillips, LLP One Embarcadero Center, 30th Floor San Francisco, CA 94111 (415) 291-7400 |
|
| Large accelerated filer ☐ | | | Accelerated Filer ☒ | |
| Non-accelerated filer ☐ (Do not check if a smaller reporting company) | | | Smaller reporting company ☐ | |
| | | | Emerging growth company ☐ | |
|
Calculation of Registration Fee
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Title of Each Class of Securities
to be Registered |
| | |
Amount to be
Registered(1) |
| | |
Proposed Maximum
Offering Price Per Share or Unit(2) |
| | |
Proposed Maximum
Aggregate Offering Price(2) |
| | |
Amount of
Registration Fee |
| ||||||||||||
|
Common Stock, no par value
|
| | | | | 3,451,000 | | | | | | | N/A | | | | | | $ | 117,161,450 | | | | | | $ | 12,783(3) | | |
|
|
| |
|
|
|
Proxy Statement of American River Bankshares
|
| |
Prospectus of Bank of Marin Bancorp
Proxy Statement of Bank of Marin Bancorp |
|
| REFERENCES TO ADDITIONAL INFORMATION | | | | | | | |
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| | | | ||
| | | | ||
| | | |
| For AMRB Shareholders: | | | For BMRC Shareholders: | |
| American River Bankshares | | | Bank of Marin Bancorp | |
| 3100 Zinfandel Drive, Suite 450 | | | 504 Redwood Blvd., Suite 100 | |
| Rancho Cordova, CA 95670 | | | Novato, California 94947 | |
| Attention: Kimberly A. Box | | | Attention: Nancy Rinaldi Boatright | |
| | |
BMRC
Historical |
| |
AMRB
Historical |
| |
Combined
Pro Forma Amounts for BMRC(1) |
| |
Pro
Forma Equivalent Per AMRB Share(2) |
| ||||||||||||
Book value per share: | | | | | | | | | | | | | | | | | | | | | | | | | |
at March 31, 2021
|
| | | $ | 26.29 | | | | | $ | 15.58 | | | | | $ | 27.29 | | | | | $ | 15.69 | | |
at December 31, 2020
|
| | | $ | 26.54 | | | | | $ | 15.68 | | | | | $ | N/A | | | | | $ | N/A | | |
Cash dividends per share(3): | | | | | | | | | | | | | | | | | | | | | | | | | |
Three months ended March 31, 2021
|
| | | $ | 0.23 | | | | | $ | 0.07 | | | | | $ | 0.23 | | | | | $ | 0.13 | | |
Year ended December 31, 2020
|
| | | $ | 0.92 | | | | | $ | 0.28 | | | | | $ | 0.92 | | | | | $ | 0.53 | | |
Basic earnings per share: | | | | | | | | | | | | | | | | | | | | | | | | | |
Three months ended March 31, 2021
|
| | | $ | 0.67 | | | | | $ | 0.45 | | | | | $ | 0.67 | | | | | $ | 0.39 | | |
Year ended December 31, 2020
|
| | | $ | 2.24 | | | | | $ | 1.20 | | | | | $ | 1.54 | | | | | $ | 0.89 | | |
Diluted earnings per share: | | | | | | | | | | | | | | | | | | | | | | | | | |
Three months ended March 31, 2021
|
| | | $ | 0.66 | | | | | $ | 0.45 | | | | | $ | 0.66 | | | | | $ | 0.38 | | |
Year ended December 31, 2020
|
| | | $ | 2.22 | | | | | $ | 1.20 | | | | | $ | 1.53 | | | | | $ | 0.88 | | |
| | |
BMRC
|
| |
Selected Companies
|
| |||||||||
|
25th
Percentile |
| |
Median
|
| |
Average
|
| |
75th
Percentile |
| |||||
MRQ Core Return on Average Assets(1)
|
| |
1.12%
|
| |
0.96%
|
| |
1.15%
|
| |
1.16%
|
| |
1.35%
|
|
MRQ Core Return on Average Tangible Common Equity(1)
|
| |
10.19%
|
| |
10.70%
|
| |
13.43%
|
| |
12.90%
|
| |
15.64%
|
|
MRQ Net Interest Margin
|
| |
3.40%
|
| |
3.17%
|
| |
3.46%
|
| |
3.49%
|
| |
3.90%
|
|
MRQ Fee Income / Revenue Ratio(2)
|
| |
7.2%
|
| |
8.0%
|
| |
13.4%
|
| |
18.7%
|
| |
18.9%
|
|
MRQ Noninterest Expense / Average Assets
|
| |
1.92%
|
| |
2.54%
|
| |
2.36%
|
| |
2.64%
|
| |
2.10%
|
|
MRQ Efficiency Ratio
|
| |
54.4%
|
| |
65.1%
|
| |
61.9%
|
| |
60.9%
|
| |
55.8%
|
|
| | |
BMRC
|
| |
Selected Companies
|
| |||||||||
|
25th
Percentile |
| |
Median
|
| |
Average
|
| |
75th
Percentile |
| |||||
Tangible Common Equity / Tangible Assets
|
| |
11.27%
|
| |
8.59%
|
| |
9.56%
|
| |
9.20%
|
| |
10.03%
|
|
Total Capital Ratio
|
| |
16.03%
|
| |
13.51%
|
| |
15.58%
|
| |
15.58%
|
| |
16.67%
|
|
Loans HFI / Deposits
|
| |
83.4%
|
| |
91.6%
|
| |
79.1%
|
| |
81.1%
|
| |
70.8%
|
|
Loan Loss Reserves / Gross Loans
|
| |
1.10%
|
| |
1.09%
|
| |
1.30%
|
| |
1.29%
|
| |
1.38%
|
|
Nonperforming Assets / Loans + OREO
|
| |
0.68%
|
| |
0.94%
|
| |
0.58%
|
| |
0.68%
|
| |
0.28%
|
|
MRQ Net Charge-offs / Average Loans
|
| |
(0.00%)
|
| |
0.05%
|
| |
0.01%
|
| |
0.05%
|
| |
(0.00%)
|
|
| | |
BMRC
|
| |
Selected Companies
|
| ||||||||||||||||||||||||
|
25th
Percentile |
| |
Median
|
| |
Average
|
| |
75th
Percentile |
| ||||||||||||||||||||
One-Year Stock Price Change
|
| | | | 19.5% | | | | | | 42.5% | | | | | | 51.4% | | | | | | 58.8% | | | | | | 75.0% | | |
Year-To-Date Stock Price Change
|
| | | | 13.4% | | | | | | 10.7% | | | | | | 21.5% | | | | | | 22.3% | | | | | | 30.8% | | |
Price / Tangible Book Value per Share
|
| | | | 1.62x | | | | | | 1.12x | | | | | | 1.29x | | | | | | 1.41x | | | | | | 1.54x | | |
Price / LTM EPS
|
| | | | 17.5x | | | | | | 9.9x | | | | | | 13.3x | | | | | | 13.6x | | | | | | 15.7x | | |
Price / 2021 EPS Estimate
|
| | | | 19.1x | | | | | | 10.3x | | | | | | 11.7x | | | | | | 13.3x | | | | | | 17.2x | | |
Price / 2022 EPS Estimate
|
| | | | 19.2x | | | | | | 10.5x | | | | | | 13.3x | | | | | | 13.1x | | | | | | 14.2x | | |
Dividend Yield
|
| | | | 2.4% | | | | | | 0.7% | | | | | | 1.8% | | | | | | 2.1% | | | | | | 3.2% | | |
LTM Dividend Payout Ratio
|
| | | | 41.4% | | | | | | 6.2% | | | | | | 24.5% | | | | | | 26.5% | | | | | | 30.8% | | |
| | |
American
River |
| |
Selected Companies
|
| |||||||||
|
25th
Percentile |
| |
Median
|
| |
Average
|
| |
75th
Percentile |
| |||||
MRQ Core Return on Average Assets(1)
|
| |
0.96%
|
| |
0.98%
|
| |
1.16%
|
| |
1.15%
|
| |
1.42%
|
|
MRQ Core Return on Average Tangible Common Equity(1)
|
| |
11.16%
|
| |
10.82%
|
| |
14.50%
|
| |
13.20%
|
| |
16.74%
|
|
MRQ Net Interest Margin
|
| |
3.46%
|
| |
3.26%
|
| |
3.48%
|
| |
3.56%
|
| |
3.93%
|
|
MRQ Fee Income / Revenue Ratio(2)
|
| |
5.0%
|
| |
6.7%
|
| |
10.0%
|
| |
17.4%
|
| |
20.3%
|
|
MRQ Noninterest Expense / Average Assets
|
| |
1.99%
|
| |
2.74%
|
| |
2.32%
|
| |
2.62%
|
| |
2.16%
|
|
MRQ Efficiency Ratio
|
| |
58.7%
|
| |
66.3%
|
| |
60.4%
|
| |
60.5%
|
| |
54.2%
|
|
| | |
American
River |
| |
Selected Companies
|
| |||||||||
|
25th
Percentile |
| |
Median
|
| |
Average
|
| |
75th Percentile
|
| |||||
Tangible Common Equity / Tangible Assets
|
| |
9.00%
|
| |
8.08%
|
| |
8.97%
|
| |
8.92%
|
| |
9.98%
|
|
Total Capital Ratio
|
| |
16.21%
|
| |
12.80%
|
| |
13.22%
|
| |
14.03%
|
| |
15.57%
|
|
Loans HFI / Deposits
|
| |
64.3%
|
| |
102.5%
|
| |
85.7%
|
| |
88.3%
|
| |
73.9%
|
|
Loan Loss Reserves / Gross Loans
|
| |
1.39%
|
| |
1.10%
|
| |
1.22%
|
| |
1.19%
|
| |
1.32%
|
|
Nonperforming Assets / Loans + OREO
|
| |
1.39%
|
| |
0.92%
|
| |
0.56%
|
| |
0.68%
|
| |
0.20%
|
|
MRQ Net Charge-offs / Average Loans
|
| |
0.02%
|
| |
0.04%
|
| |
0.00%
|
| |
0.05%
|
| |
(0.01)%
|
|
| | |
American
River |
| |
Selected Companies
|
| ||||||||||||||||||||||||
|
25th
Percentile |
| |
Median
|
| |
Average
|
| |
75th
Percentile |
| ||||||||||||||||||||
One-Year Stock Price Change
|
| | | | 57.0% | | | | | | 41.4% | | | | | | 68.6% | | | | | | 66.1% | | | | | | 96.8% | | |
Year-To-Date Stock Price Change
|
| | | | 21.6% | | | | | | 10.1% | | | | | | 22.9% | | | | | | 21.6% | | | | | | 30.4% | | |
Price / Tangible Book Value per Share
|
| | | | 1.24x | | | | | | 1.14x | | | | | | 1.25x | | | | | | 1.34x | | | | | | 1.46x | | |
Price / LTM EPS
|
| | | | 13.3x | | | | | | 9.7x | | | | | | 11.9x | | | | | | 12.6x | | | | | | 15.1x | | |
Price / 2021 EPS Estimate
|
| | | | 12.1x | | | | | | 9.6x | | | | | | 13.5x | | | | | | 13.2x | | | | | | 16.7x | | |
Price / 2022 EPS Estimate
|
| | | | 12.2x | | | | | | 10.2x | | | | | | 13.3x | | | | | | 12.3x | | | | | | 13.4x | | |
Dividend Yield
|
| | | | 1.8% | | | | | | 1.2% | | | | | | 1.8% | | | | | | 1.9% | | | | | | 2.2% | | |
LTM Dividend Payout Ratio
|
| | | | 23.3% | | | | | | 9.3% | | | | | | 18.4% | | | | | | 22.2% | | | | | | 25.9% | | |
Acquiror
|
| |
Acquired Company
|
| |
Announcement Date
|
|
VyStar Credit Union | | |
Heritage Southeast Bancorporation, Inc.
|
| | 03/31/2021 | |
Seacoast Banking Corporation of Florida | | | Legacy Bank of Florida | | | 03/23/2021 | |
Shore Bancshares, Inc. | | | Severn Bancorp, Inc. | | | 03/03/2021 | |
Stock Yards Bancorp, Inc. | | | Kentucky Bancshares, Inc. | | | 01/27/2021 | |
First Busey Corporation | | | Cummins-American Corp. | | | 01/19/2021 | |
BancorpSouth Bank | | | FNS Bancshares, Inc. | | | 01/13/2021 | |
BancorpSouth Bank | | | National United Bancshares, Inc. | | | 12/02/2020 | |
First Mid Bancshares, Inc. | | | LINCO Bancshares, Inc. | | | 09/28/2020 | |
Dollar Mutual Bancorp | | | Standard AVB Financial Corp. | | | 09/25/2020 | |
Enterprise Financial Services Corp | | | Seacoast Commerce Banc Holdings | | | 08/20/2020 | |
Blue Ridge Bankshares, Inc. | | | Bay Banks of Virginia, Inc. | | | 08/13/2020 | |
United Community Banks, Inc. | | | Three Shores Bancorporation, | | | 03/09/2020 | |
LendingClub Corporation | | | Radius Bancorp, Inc. | | | 02/18/2020 | |
Norwood Financial Corp. Inc. | | | UpState New York Bancorp, Inc. | | | 01/09/2020 | |
| | | | | | | | |
Selected Transactions
|
| |||||||||||||||||||||
| | |
BMRC /
AMRB |
| |
25th
Percentile |
| |
Median
|
| |
Average
|
| |
75th
Percentile |
| |||||||||||||||
Price / Tangible Book Value per Share
|
| | | | 1.74x | | | | | | 1.16x | | | | | | 1.53x | | | | | | 1.44x | | | | | | 1.76x | | |
Price / LTM EPS
|
| | | | 15.9x | | | | | | 16.1x | | | | | | 17.3x | | | | | | 17.8x | | | | | | 21.3x | | |
Core Deposit Premium
|
| | | | 7.9% | | | | | | 4.7% | | | | | | 6.6% | | | | | | 7.0% | | | | | | 8.9% | | |
One-Day Market Premium
|
| | | | 40.0% | | | | | | 28.7% | | | | | | 37.3% | | | | | | 42.0% | | | | | | 70.6% | | |
| | |
BMRC
% of Total |
| |
AMRB
% of Total |
|
Ownership at 0.575x merger exchange ratio:
|
| |
~80%
|
| |
~20%
|
|
Market Information: | | | | | | | |
Pre-Transaction Market Capitalization
|
| |
84%
|
| |
16%
|
|
Balance Sheet: | | | | | | | |
Total Assets
|
| |
77%
|
| |
23%
|
|
Gross Loans Held for Investment
|
| |
82%
|
| |
18%
|
|
Total Deposits
|
| |
77%
|
| |
23%
|
|
Tangible Common Equity
|
| |
81%
|
| |
19%
|
|
Income Statement: | | | | | | | |
2021 Estimated Earnings
|
| |
78%
|
| |
22%
|
|
2022 Estimated Earnings
|
| |
78%
|
| |
22%
|
|
|
Transaction Price / Tangible Book Value per Share
|
| | | | 174% | | |
|
Transaction Price / LTM Earnings per Share
|
| | | | 18.8x | | |
|
Transaction Price / 2021E Mean Consensus EPS
|
| | | | 17.2x | | |
|
Tangible Book Premium / Core Deposits (CDs > $250K)(1)
|
| | | | 8.3% | | |
|
Premium to AMRB Market Price
|
| | | | 39.5% | | |
| | |
Beginning Value
April 15, 2020 |
| |
Ending Value
April 15, 2021 |
|
AMRB
|
| |
100%
|
| |
158.6%
|
|
AMRB Peer Group
|
| |
100%
|
| |
157.8%
|
|
S&P 500 Index
|
| |
100%
|
| |
149.8%
|
|
NASDAQ Bank Index
|
| |
100%
|
| |
193.8%
|
|
| | |
Beginning Value
April 15, 2018 |
| |
Ending Value
April 15, 2021 |
|
AMRB
|
| |
100%
|
| |
105.4%
|
|
AMRB Peer Group
|
| |
100%
|
| |
107.4%
|
|
S&P 500 Index
|
| |
100%
|
| |
157.0%
|
|
NASDAQ Bank Index
|
| |
100%
|
| |
112.7%
|
|
| | |
Beginning Value
April 15, 2020 |
| |
Ending Value
April 15, 2021 |
|
BMRC
|
| |
100%
|
| |
127.8%
|
|
BMRC Peer Group
|
| |
100%
|
| |
160.3%
|
|
S&P 500 Index
|
| |
100%
|
| |
149.8%
|
|
NASDAQ Bank Index
|
| |
100%
|
| |
193.8%
|
|
| | |
Beginning Value
April 15, 2018 |
| |
Ending Value
April 15, 2021 |
|
BMRC
|
| |
100%
|
| |
111.8%
|
|
BMRC Peer Group
|
| |
100%
|
| |
96.4%
|
|
S&P 500 Index
|
| |
100%
|
| |
157.0%
|
|
NASDAQ Bank Index
|
| |
100%
|
| |
112.7%
|
|
| 1st Capital Bancorp | | | Pinnacle Bank | |
| American Riviera Bank | | | Plumas Bancorp | |
| Bank of San Francisco | | | Summit State Bank | |
| Bay Community Bancorp | | | Suncrest Bank | |
| Communities First Financial Corporation | | | United Security Bancshares | |
| Community West Bancshares | | | US Metro Bank | |
| Pacific Enterprise Bancorp | | | Valley Republic Bancorp | |
| | |
AMRB
|
| |
AMRB
Peer Group Median |
| |
AMRB
Peer Group Mean |
| |
AMRB
Peer Group Low |
| |
AMRB
Peer Group High |
|
Total assets ($mm)
|
| |
869
|
| |
869
|
| |
893
|
| |
604
|
| |
1,246
|
|
Market value ($mm)
|
| |
95
|
| |
97
|
| |
97
|
| |
51
|
| |
155
|
|
Price/Tangible book value (%)
|
| |
125
|
| |
119
|
| |
122
|
| |
88
|
| |
181
|
|
Price/ LTM Earnings per share (x)
|
| |
13.5
|
| |
12.4
|
| |
13.0
|
| |
9.3
|
| |
18.9
|
|
Current Dividend Yield (%)
|
| |
1.7
|
| |
0.0
|
| |
0.9
|
| |
0.0
|
| |
5.6
|
|
One Year Price Change (%)
|
| |
58.6
|
| |
57.8
|
| |
62.7
|
| |
21.8
|
| |
117.6
|
|
LTM Efficiency ratio (%)
|
| |
59
|
| |
57
|
| |
58
|
| |
45
|
| |
73
|
|
LTM Net interest margin (%)
|
| |
3.52
|
| |
3.77
|
| |
3.71
|
| |
3.13
|
| |
4.10
|
|
LTM Return on average assets (%)
|
| |
0.86
|
| |
0.85
|
| |
0.96
|
| |
0.51
|
| |
1.60
|
|
LTM Return on average equity (%)
|
| |
7.9
|
| |
8.8
|
| |
10.3
|
| |
5.2
|
| |
19.3
|
|
Tangible common equity/Tangible assets (%)
|
| |
9.0
|
| |
8.9
|
| |
8.9
|
| |
6.8
|
| |
11.4
|
|
Loans / Deposits (%)
|
| |
64
|
| |
87
|
| |
90
|
| |
69
|
| |
118
|
|
Non-performing assets / Total assets (%)
|
| |
0.77
|
| |
0.31
|
| |
0.36
|
| |
0.00
|
| |
1.56
|
|
| Central Pacific Financial Corp. | | | Sierra Bancorp | |
| Central Valley Community Bancorp | | | TriCo Bancshares | |
| Heritage Commerce Corp | | | Westamerica Bancorporation | |
| Heritage Financial Corporation | | | | |
| | |
BMRC
|
| |
BMRC
Peer Group Median |
| |
BMRC
Peer Group Mean |
| |
BMRC
Peer Group Low |
| |
BMRC
Peer Group High |
|
Total assets ($mm)
|
| |
2,912
|
| |
6,595
|
| |
5,351
|
| |
2,004
|
| |
7,640
|
|
Market value ($mm)
|
| |
523
|
| |
771
|
| |
896
|
| |
244
|
| |
1,715
|
|
Price/Tangible book value (%)
|
| |
163
|
| |
179
|
| |
172
|
| |
128
|
| |
238
|
|
Price/ LTM Earnings per share (x)
|
| |
17.6
|
| |
20.6
|
| |
18.4
|
| |
11.6
|
| |
21.9
|
|
Price/ 2021E Mean Analyst Earnings per
share (x) |
| |
18.8
|
| |
15.8
|
| |
15.9
|
| |
10.5
|
| |
21.9
|
|
Current Dividend Yield (%)
|
| |
2.3
|
| |
2.8
|
| |
2.9
|
| |
2.1
|
| |
4.3
|
|
One Year Price Change (%)
|
| |
27.8
|
| |
60.3
|
| |
57.6
|
| |
8.6
|
| |
88.9
|
|
LTM Efficiency ratio (%)
|
| |
55
|
| |
57
|
| |
58
|
| |
47
|
| |
64
|
|
LTM Net interest margin (%)
|
| |
3.61
|
| |
3.60
|
| |
3.58
|
| |
2.91
|
| |
3.96
|
|
LTM Return on average assets (%)
|
| |
1.04
|
| |
0.91
|
| |
0.95
|
| |
0.58
|
| |
1.30
|
|
LTM Return on average equity (%)
|
| |
8.6
|
| |
7.2
|
| |
8.1
|
| |
5.8
|
| |
11.3
|
|
Tangible common equity/Tangible assets (%)
|
| |
11.3
|
| |
9.3
|
| |
9.4
|
| |
8.3
|
| |
10.9
|
|
Loans / Deposits (%)
|
| |
83
|
| |
73
|
| |
69
|
| |
22
|
| |
94
|
|
MRQ Cost of Funds (%)
|
| |
0.08
|
| |
0.13
|
| |
0.12
|
| |
0.03
|
| |
0.19
|
|
Noninterest-bearing deposits/ Total deposits (%)
|
| |
54
|
| |
40
|
| |
40
|
| |
31
|
| |
48
|
|
Non-performing assets / Total assets (%)
|
| |
0.49
|
| |
0.44
|
| |
0.51
|
| |
0.11
|
| |
1.46
|
|
Acquiror
|
| |
Target
|
|
Stock Yards Bancorp, Inc. | | | Kentucky Bancshares, Inc. | |
BancorpSouth Bank | | | FNS Bancshares, Inc. | |
BancorpSouth Bank | | | National United Bancshares, Inc. | |
Virginia National Bankshares Corporation | | | Fauquier Bankshares, Inc. | |
First Mid Bancshares, Inc. | | | LINCO Bancshares, Inc. | |
Blue Ridge Bankshares, Inc. | | | Bay Banks of Virginia, Inc. | |
| | |
BMRC/
AMRB |
| |
Nationwide Precedent Transactions
|
| |||||||||
|
Median
|
| |
Mean
|
| |
Low
|
| |
High
|
| |||||
Transaction Price / LTM Earnings
Per Share (x) |
| |
18.8
|
| |
17.1
|
| |
16.7
|
| |
10.1
|
| |
21.0
|
|
Transaction Price / Tangible Book Value Per Share (%)
|
| |
174
|
| |
130
|
| |
126
|
| |
81
|
| |
171
|
|
Tangible Book Value Premium
to Core Deposits (%) |
| |
8.3
|
| |
4.0
|
| |
3.3
|
| |
(-2.8)
|
| |
9.5
|
|
1-Day Market Premium (%)
|
| |
39.5
|
| |
28.2
|
| |
33.3
|
| |
8.1
|
| |
68.8
|
|
|
Discount
Rate |
| |
10.0x
|
| |
11.5x
|
| |
13.0x
|
| |
14.5x
|
| |
16.0x
|
| |
17.5x
|
| ||||||||||||||||||
|
9.0%
|
| | | $ | 11.12 | | | | | $ | 12.63 | | | | | $ | 14.14 | | | | | $ | 15.65 | | | | | $ | 17.16 | | | | | $ | 18.67 | | |
| 10.0% | | | | | 10.66 | | | | | | 12.11 | | | | | | 13.56 | | | | | | 15.00 | | | | | | 16.45 | | | | | | 17.90 | | |
| 11.0% | | | | | 10.23 | | | | | | 11.62 | | | | | | 13.00 | | | | | | 14.39 | | | | | | 15.78 | | | | | | 17.16 | | |
| 12.0% | | | | | 9.82 | | | | | | 11.15 | | | | | | 12.48 | | | | | | 13.81 | | | | | | 15.14 | | | | | | 16.46 | | |
| 13.0% | | | | | 9.44 | | | | | | 10.71 | | | | | | 11.98 | | | | | | 13.25 | | | | | | 14.53 | | | | | | 15.80 | | |
| 14.0% | | | | | 9.07 | | | | | | 10.29 | | | | | | 11.51 | | | | | | 12.73 | | | | | | 13.95 | | | | | | 15.17 | | |
| 15.0% | | | | | 8.71 | | | | | | 9.89 | | | | | | 11.06 | | | | | | 12.23 | | | | | | 13.40 | | | | | | 14.57 | | |
|
Discount
Rate |
| |
100%
|
| |
110%
|
| |
120%
|
| |
130%
|
| |
140%
|
| |
150%
|
| ||||||||||||||||||
|
9.0%
|
| | | $ | 13.08 | | | | | $ | 14.29 | | | | | $ | 15.49 | | | | | $ | 16.69 | | | | | $ | 17.90 | | | | | $ | 19.10 | | |
| 10.0% | | | | | 12.55 | | | | | | 13.70 | | | | | | 14.85 | | | | | | 16.00 | | | | | | 17.16 | | | | | | 18.31 | | |
| 11.0% | | | | | 12.04 | | | | | | 13.14 | | | | | | 14.24 | | | | | | 15.35 | | | | | | 16.45 | | | | | | 17.56 | | |
| 12.0% | | | | | 11.55 | | | | | | 12.61 | | | | | | 13.67 | | | | | | 14.73 | | | | | | 15.78 | | | | | | 16.84 | | |
| 13.0% | | | | | 11.09 | | | | | | 12.11 | | | | | | 13.12 | | | | | | 14.14 | | | | | | 15.15 | | | | | | 16.16 | | |
| 14.0% | | | | | 10.66 | | | | | | 11.63 | | | | | | 12.60 | | | | | | 13.57 | | | | | | 14.55 | | | | | | 15.52 | | |
| 15.0% | | | | | 10.24 | | | | | | 11.17 | | | | | | 12.11 | | | | | | 13.04 | | | | | | 13.97 | | | | | | 14.91 | | |
|
Annual
Estimate Variance |
| |
10.0x
|
| |
11.5x
|
| |
13.0x
|
| |
14.5x
|
| |
16.0x
|
| |
17.5x
|
| ||||||||||||||||||
|
(15.0)%
|
| | | $ | 8.11 | | | | | $ | 9.19 | | | | | $ | 10.26 | | | | | $ | 11.34 | | | | | $ | 12.41 | | | | | $ | 13.48 | | |
|
(10.0)%
|
| | | | 8.53 | | | | | | 9.67 | | | | | | 10.81 | | | | | | 11.95 | | | | | | 13.08 | | | | | | 14.22 | | |
|
(5.0)%
|
| | | | 8.95 | | | | | | 10.15 | | | | | | 11.36 | | | | | | 12.56 | | | | | | 13.76 | | | | | | 14.96 | | |
|
0.0%
|
| | | | 9.38 | | | | | | 10.64 | | | | | | 11.90 | | | | | | 13.17 | | | | | | 14.43 | | | | | | 15.70 | | |
|
5.0%
|
| | | | 9.80 | | | | | | 11.12 | | | | | | 12.45 | | | | | | 13.78 | | | | | | 15.11 | | | | | | 16.44 | | |
|
10.0%
|
| | | | 10.22 | | | | | | 11.61 | | | | | | 13.00 | | | | | | 14.39 | | | | | | 15.78 | | | | | | 17.17 | | |
|
15.0%
|
| | | | 10.64 | | | | | | 12.09 | | | | | | 13.55 | | | | | | 15.00 | | | | | | 16.46 | | | | | | 17.91 | | |
|
Discount
Rate |
| |
12.0x
|
| |
14.0x
|
| |
16.0x
|
| |
18.0x
|
| |
20.0x
|
| |
22.0x
|
| ||||||||||||||||||
|
8.0%
|
| | | $ | 27.70 | | | | | $ | 30.95 | | | | | $ | 34.21 | | | | | $ | 37.47 | | | | | $ | 40.73 | | | | | $ | 43.99 | | |
|
9.0%
|
| | | | 26.72 | | | | | | 29.84 | | | | | | 32.96 | | | | | | 36.08 | | | | | | 39.19 | | | | | | 42.31 | | |
|
10.0%
|
| | | | 25.79 | | | | | | 28.78 | | | | | | 31.77 | | | | | | 34.75 | | | | | | 37.74 | | | | | | 40.72 | | |
|
11.0%
|
| | | | 24.91 | | | | | | 27.77 | | | | | | 30.63 | | | | | | 33.49 | | | | | | 36.35 | | | | | | 39.21 | | |
|
12.0%
|
| | | | 24.07 | | | | | | 26.81 | | | | | | 29.55 | | | | | | 32.29 | | | | | | 35.04 | | | | | | 37.78 | | |
|
13.0%
|
| | | | 23.27 | | | | | | 25.90 | | | | | | 28.53 | | | | | | 31.15 | | | | | | 33.78 | | | | | | 36.41 | | |
|
14.0%
|
| | | | 22.51 | | | | | | 25.03 | | | | | | 27.55 | | | | | | 30.07 | | | | | | 32.59 | | | | | | 35.11 | | |
|
Discount
Rate |
| |
125%
|
| |
145%
|
| |
165%
|
| |
185%
|
| |
205%
|
| |
225%
|
| ||||||||||||||||||
|
8.0%
|
| | | $ | 29.71 | | | | | $ | 33.15 | | | | | $ | 36.59 | | | | | $ | 40.03 | | | | | $ | 43.47 | | | | | $ | 46.91 | | |
|
9.0%
|
| | | | 28.65 | | | | | | 31.94 | | | | | | 35.24 | | | | | | 38.53 | | | | | | 41.82 | | | | | | 45.11 | | |
|
10.0%
|
| | | | 27.64 | | | | | | 30.79 | | | | | | 33.95 | | | | | | 37.10 | | | | | | 40.25 | | | | | | 43.41 | | |
|
11.0%
|
| | | | 26.68 | | | | | | 29.70 | | | | | | 32.72 | | | | | | 35.74 | | | | | | 38.76 | | | | | | 41.79 | | |
|
12.0%
|
| | | | 25.77 | | | | | | 28.66 | | | | | | 31.56 | | | | | | 34.45 | | | | | | 37.35 | | | | | | 40.24 | | |
|
13.0%
|
| | | | 24.90 | | | | | | 27.68 | | | | | | 30.45 | | | | | | 33.23 | | | | | | 36.00 | | | | | | 38.78 | | |
|
14.0%
|
| | | | 24.07 | | | | | | 26.74 | | | | | | 29.40 | | | | | | 32.06 | | | | | | 34.72 | | | | | | 37.38 | | |
|
Annual
Estimate Variance |
| |
12.0x
|
| |
14.0x
|
| |
16.0x
|
| |
18.0x
|
| |
20.0x
|
| |
22.0x
|
| ||||||||||||||||||
|
(15.0)%
|
| | | $ | 22.23 | | | | | $ | 24.65 | | | | | $ | 27.06 | | | | | $ | 29.48 | | | | | $ | 31.90 | | | | | $ | 34.31 | | |
|
(10.0)%
|
| | | | 23.08 | | | | | | 25.64 | | | | | | 28.20 | | | | | | 30.76 | | | | | | 33.32 | | | | | | 35.88 | | |
|
(5.0)%
|
| | | | 23.94 | | | | | | 26.64 | | | | | | 29.34 | | | | | | 32.04 | | | | | | 34.74 | | | | | | 37.44 | | |
|
0.0%
|
| | | | 24.79 | | | | | | 27.63 | | | | | | 30.47 | | | | | | 33.32 | | | | | | 36.16 | | | | | | 39.00 | | |
|
5.0%
|
| | | | 25.64 | | | | | | 28.63 | | | | | | 31.61 | | | | | | 34.60 | | | | | | 37.58 | | | | | | 40.57 | | |
|
10.0%
|
| | | | 26.49 | | | | | | 29.62 | | | | | | 32.75 | | | | | | 35.88 | | | | | | 39.00 | | | | | | 42.13 | | |
|
15.0%
|
| | | | 27.35 | | | | | | 30.62 | | | | | | 33.89 | | | | | | 37.15 | | | | | | 40.42 | | | | | | 43.69 | | |
| | |
BMRC
Common Stock |
| |
AMRB
Common Stock |
| |
Equivalent Market
Value Per Share of AMRB |
| |||||||||
At April 16, 2021
|
| | | $ | 39.06 | | | | | $ | 16.35 | | | | | $ | 22.46 | | |
At June 15, 2021
|
| | | $ | 32.43 | | | | | $ | 18.20 | | | | | $ | 18.65 | | |
Name
|
| |
Restricted
Shares (#) |
| |
Value ($)
|
| | | ||||||||||
Non-Employee Directors(1) | | | | | | | | ||||||||||||
Nicolas C. Anderson
|
| | | | 3,266 | | | | | $ | 64,308 | | | | | ||||
Kimberly A. Box
|
| | | | 3,266 | | | | | $ | 64,308 | | | | | ||||
Charles D. Fite
|
| | | | 3,711 | | | | | $ | 73,070 | | | | | ||||
Jeffery Owensby
|
| | | | 3,266 | | | | | $ | 64,308 | | | | | ||||
Julie A. Raney
|
| | | | 1,661 | | | | | $ | 32,705 | | | | | ||||
William A. Robotham
|
| | | | 3,266 | | | | | $ | 64,308 | | | | | ||||
Philip A. Wright
|
| | | | 3,266 | | | | | $ | 64,308 | | | | |
Executive
Officer |
| |
Base
Salary ($)(1) |
| |
Cash Incentive
Compensation ($) (2) |
| |
COBRA
Payments ($)(3) |
| |
Salary
Continuation Plan Payments ($)(4) |
| |
Restricted
Stock ($)(5) |
| |
Stock
Options ($)(6) |
| |
Total
Termination Benefits ($) (7) |
| |||||||||||||||||||||
David E. Ritchie, Jr. (8)
|
| | | $ | 730,000 | | | | | $ | 442,664 | | | | | $ | 47,952 | | | | | | — | | | | | $ | 213,715 | | | | | | _ | | | | | $ | 1,434,331 | | |
Mitchell A. Derenzo (9)
|
| | | | 397,500 | | | | | | 46,375 | | | | | | — | | | | | $ | 525,000 | | | | | | 138,834 | | | | | $ | 49,667 | | | | | | 1,157,376 | | |
Kevin B. Bender (9)
|
| | | | 390,000 | | | | | | 45,500 | | | | | | — | | | | | | 525,000 | | | | | | 138,834 | | | | | | 152,476 | | | | | | 1,251,810 | | |
Dan C. McGregor (9)
|
| | | | 361,500 | | | | | | 42,175 | | | | | | — | | | | | | — | | | | | | 110,185 | | | | | | — | | | | | | 513,860 | | |
Messrs.
|
| |
Ritchie
|
| |
Derenzo
|
| |
Bender
|
| |
McGregor
|
| ||||||||||||
Target Incentive Compensation (% of Base Salary)
|
| | | | 50% | | | | | | 30% | | | | | | 30% | | | | | | 30% | | |
Named Executive Officer
|
| |
Target Levels
|
| |
Prorated
|
| ||||||
|
Cash
|
| |
Cash Bonus
|
| ||||||||
David E. Ritchie, Jr.
|
| | | $ | 182,500 | | | | | $ | 106,453 | | |
Mitchell A. Derenzo
|
| | | $ | 79,500 | | | | | $ | 46,375 | | |
Kevin B. Bender
|
| | | $ | 78,000 | | | | | $ | 45,500 | | |
Dan. C. McGregor
|
| | | $ | 72,300 | | | | | $ | 42,175 | | |
Name
|
| |
Number of
shares of AMRB stock underlying stock options subject to cash payment (#) |
| |
Value of
payment for stock options ($) |
| |
Number of
Unvested AMRB Restricted Shares Subject to Acceleration (#) |
| |
Value of
Accelerated AMRB Restricted Share Vesting ($) |
| |
Total Value of
Stock Option Payment and Unvested Equity Acceleration ($) |
| |||||||||||||||
David E. Ritchie, Jr.
|
| | | | — | | | | | | — | | | | | | 10,854 | | | | | $ | 213,715 | | | | | $ | 213,715 | | |
Mitchell A. Derenzo
|
| | | | 4,903 | | | | | $ | 49,667 | | | | | | 7,051 | | | | | $ | 138,834 | | | | | $ | 188,501 | | |
Kevin B. Bender
|
| | | | 13,838 | | | | | $ | 152,476 | | | | | | 7,051 | | | | | $ | 138,834 | | | | | $ | 291,310 | | |
Dan C. McGregor
|
| | | | — | | | | | | — | | | | | | 5,596 | | | | | $ | 110,185 | | | | | $ | 110,185 | | |
As of March 31, 2021
|
| ||||||||||||||||||||||||||||||
(in thousands, except share data)
|
| |
Historical
BMRC |
| |
Historical
AMRB |
| |
Transaction
Accounting Adjustments |
| |
Note
|
| |
Pro Forma
Combined |
| |||||||||||||||
Assets | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Cash, cash equivalents and restricted cash
|
| | | $ | 142,819 | | | | | $ | 97,798 | | | | | | (7,547) | | | | | | (1) | | | | | $ | 233,070 | | |
Investment securities:
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Held-to-maturity, at amortized cost (net of zero allowance for credit losses)
|
| | | | 151,970 | | | | | | 10 | | | | | | — | | | | | | | | | | | | 151,980 | | |
Available-for-sale, at fair value (net of zero allowance for credit losses)
|
| | | | 518,568 | | | | | | 301,628 | | | | | | | | | | | | | | | | | | 820,196 | | |
Total investment securities
|
| | | | 670,538 | | | | | | 301,638 | | | | | | | | | | | | | | | | | | 972,176 | | |
Loans, at amortized cost
|
| | | | 2,121,772 | | | | | | 475,414 | | | | | | (2,437) | | | | | | (2) | | | | | | 2,594,749 | | |
Allowance for credit losses
|
| | | | (19,958) | | | | | | (6,696) | | | | | | 1,743 | | | | | | (3) | | | | | | (24,911) | | |
Loans, net of allowance for credit losses
|
| | | | 2,101,814 | | | | | | 468,718 | | | | | | (694) | | | | | | | | | | | | 2,569,838 | | |
Bank premises and equipment, net
|
| | | | 4,604 | | | | | | 956 | | | | | | 1,419 | | | | | | (4) | | | | | | 6,979 | | |
Goodwill
|
| | | | 30,140 | | | | | | 16,321 | | | | | | 21,380 | | | | | | (5) | | | | | | 67,841 | | |
Core deposit intangible
|
| | | | 3,627 | | | | | | — | | | | | | 1,235 | | | | | | (6) | | | | | | 4,862 | | |
Operating lease right-of-use assets
|
| | | | 24,559 | | | | | | 2,551 | | | | | | (137) | | | | | | (7) | | | | | | 26,973 | | |
Interest receivable and other assets
|
| | | | 80,032 | | | | | | 28,081 | | | | | | (194) | | | | | | (8) | | | | | | 107,919 | | |
Total assets
|
| | | $ | 3,058,133 | | | | | $ | 916,063 | | | | | $ | 15,462 | | | | | | | | | | | $ | 3,989,658 | | |
Liabilities and Stockholders’ Equity | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Liabilities | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Deposits:
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Non-interest bearing
|
| | | $ | 1,445,282 | | | | | $ | 339,714 | | | | | $ | — | | | | | | | | | | | $ | 1,784,996 | | |
Interest bearing
|
| | | | 1,210,917 | | | | | | 448,855 | | | | | | 454 | | | | | | (9) | | | | | | 1,660,226 | | |
Total deposits
|
| | | | 2,656,199 | | | | | | 788,569 | | | | | | 454 | | | | | | | | | | | | 3,445,222 | | |
Borrowings and other obligations
|
| | | | 30 | | | | | | 20,787 | | | | | | 133 | | | | | | (10) | | | | | | 20,950 | | |
Operating lease liabilities
|
| | | | 25,993 | | | | | | 2,730 | | | | | | 157 | | | | | | (7) | | | | | | 28,880 | | |
Interest payable and other liabilities
|
| | | | 25,619 | | | | | | 11,086 | | | | | | 282 | | | | | | (11) | | | | | | 36,987 | | |
Total liabilities
|
| | | | 2,707,841 | | | | | | 823,172 | | | | | | 1,026 | | | | | | | | | | |
|
3,532,039
|
| |
Stockholders’ Equity
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | — | | |
Common stock
|
| | | | 118,386 | | | | | | 31,066 | | | | | | 86,588 | | | | | | (12) | | | | | | 236,040 | | |
Retained earnings
|
| | | | 225,600 | | | | | | 58,209 | | | | | | (68,536) | | | | | | (13) | | | | | | 215,273 | | |
Accumulated other comprehensive income, net
of taxes |
| | | | 6,306 | | | | | | 3,616 | | | | | | (3,616) | | | | | | (14) | | | | | | 6,306 | | |
Total stockholders’ equity
|
| | | | 350,292 | | | | | | 92,891 | | | | | | 14,436 | | | | | | | | | | |
|
457,619
|
| |
Total liabilities and stockholders’
equity |
| | | $ | 3,058,133 | | | | | $ | 916,063 | | | | | $ | 15,462 | | | | | | | | | | | $ | 3,989,658 | | |
For the quarter ended March 31, 2021
|
| | ||||||||||||||||||||||||||||||||
(in thousands, except per share amounts; unaudited)
|
| |
Historical
BMRC |
| |
Historical
AMRB |
| |
Transaction
Accounting Adjustments |
| |
Note
|
| |
Pro
Forma Combined |
| | |||||||||||||||||
Interest income: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||
Interest and fees on loans
|
| | | $ | 20,661 | | | | | $ | 5,797 | | | | | $ | (474) | | | | | | (15) | | | | | $ | 25,984 | | | | ||
Interest on investment securities
|
| | | | 3,129 | | | | | | 1,549 | | | | | | | | | | | | | | | | | | 4,678 | | | | ||
Interest on federal funds sold and due from
banks |
| | | | 42 | | | | | | 8 | | | | | | — | | | | | | | | | | | | 50 | | | | ||
Total interest income
|
| | | | 23,832 | | | | | | 7,354 | | | | | | (474) | | | | | | | | | | | | 30,712 | | | | ||
Interest expense: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||
Interest on interest-bearing deposits
|
| | | | 440 | | | | | | 160 | | | | | | 9 | | | | | | (16) | | | | | | 609 | | | | ||
Interest on borrowings and other obligations
|
| | | | — | | | | | | 62 | | | | | | 16 | | | | | | (17) | | | | | | 78 | | | | ||
Interest on subordinated debenture
|
| | | | 1,361 | | | | | | — | | | | | | — | | | | | | | | | | | | 1,361 | | | | ||
Total interest expense
|
| | | | 1,801 | | | | | | 222 | | | | | | 25 | | | | | | | | | | | | 2,048 | | | | ||
Net interest income
|
| | | | 22,031 | | | | | | 7,132 | | | | | | (499) | | | | | | | | | | | | 28,664 | | | | ||
(Reversal of) provision for credit losses on loans
|
| | | | (2,929) | | | | | | — | | | | | | — | | | | | | | | | | | | (2,929) | | | | ||
Net interest income after (reversal of) provision for credit losses
|
| | | | 24,960 | | | | | | 7,132 | | | | | | (499) | | | | | | | | | | | | 31,593 | | | | ||
Total non-interest income
|
| | | | 1,826 | | | | | | 591 | | | | | | — | | | | | | | | | | | | 2,417 | | | | ||
Non-interest expense: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||
Salaries and related benefits
|
| | | | 9,208 | | | | | | 2,762 | | | | | | 5 | | | | | | (19) | | | | | | 11,975 | | | | ||
Occupancy and equipment
|
| | | | 1,751 | | | | | | 393 | | | | | | (25) | | | | | | (20) | | | | | | 2,119 | | | | ||
Amortization of core deposit intangible
|
| | | | 204 | | | | | | — | | | | | | 51 | | | | | | (21) | | | | | | 255 | | | | ||
Other expense
|
| | | | 3,659 | | | | | | 908 | | | | | | — | | | | | | | | | | | | 4,567 | | | | | |
Total non-interest expense
|
| | | | 14,822 | | | | | | 4,063 | | | | | | 31 | | | | | | | | | | | | 18,916 | | | | ||
Income before provision for income taxes
|
| | | | 11,964 | | | | | | 3,660 | | | | | | (530) | | | | | | | | | | | | 15,094 | | | | ||
Provision for income taxes
|
| | | | 3,017 | | | | | | 1,013 | | | | | | (157) | | | | | | (23) | | | | | | 3,873 | | | | ||
Net income
|
| | | $ | 8,947 | | | | | $ | 2,647 | | | | | $ | (373) | | | | | | | | | | | $ | 11,221 | | | | ||
Net income per common share: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||
Basic
|
| | | $ | 0.67 | | | | | $ | 0.45 | | | | | | | | | | | | (24) | | | | | $ | 0.67 | | | | | |
Diluted
|
| | | $ | 0.66 | | | | | $ | 0.45 | | | | | | | | | | | | (24) | | | | | $ | 0.66 | | | | | |
Weighted average shares: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||
Basic
|
| | | | 13,363 | | | | | | 5,886 | | | | | | | | | | | | (24) | | | | | | 16,802 | | | | | |
Diluted
|
| | | | 13,469 | | | | | | 5,922 | | | | | | | | | | | | (24) | | | | | | 16,908 | | | | | |
For the year ended December 31, 2020
|
| | ||||||||||||||||||||||||||||||||
(in thousands, except per share amounts; unaudited)
|
| |
Historical
BMRC |
| |
Historical
AMRB |
| |
Transaction
Accounting Adjustments |
| |
Note
|
| |
Pro
Forma Combined |
| | |||||||||||||||||
Interest income: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||
Interest and fees on loans
|
| | | $ | 84,674 | | | | | $ | 21,266 | | | | | $ | (619) | | | | | | (15) | | | | | $ | 105,321 | | | | ||
Interest on investment securities
|
| | | | 14,503 | | | | | | 6,546 | | | | | | — | | | | | | | | | | | | 21,049 | | | | ||
Interest on federal funds sold and due from banks
|
| | | | 461 | | | | | | 88 | | | | | | — | | | | | | | | | | | | 549 | | | | ||
Total interest income
|
| | | | 99,638 | | | | | | 27,900 | | | | | | (619) | | | | | | | | | | | | 126,919 | | | | ||
Interest expense: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||
Interest on interest-bearing deposits
|
| | | | 2,817 | | | | | | 1,274 | | | | | | 417 | | | | | | (16) | | | | | | 4,508 | | | | ||
Interest on borrowings and other obligations
|
| | | | 4 | | | | | | 308 | | | | | | 106 | | | | | | (17) | | | | | | 418 | | | | ||
Interest on subordinated debenture
|
| | | | 158 | | | | | | — | | | | | | — | | | | | | | | | | | | 158 | | | | ||
Total interest expense
|
| | | | 2,979 | | | | | | 1,582 | | | | | | 523 | | | | | | | | | | | | 5,084 | | | | ||
Net interest income
|
| | | | 96,659 | | | | | | 26,318 | | | | | | (1,142) | | | | | | | | | | | | 121,835 | | | | ||
Provision for credit losses on loans
|
| | | | 4,594 | | | | | | 1,520 | | | | | | 3,501 | | | | | | (18) | | | | | | 9,615 | | | | ||
Net interest income after provision for credit
losses |
| | | | 92,065 | | | | | | 24,798 | | | | | | (4,643) | | | | | | | | | | | | 112,220 | | | | ||
Total non-interest income
|
| | | | 8,550 | | | | | | 1,526 | | | | | | — | | | | | | | | | | | | 10,076 | | | | ||
Non-interest expense: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||
Salaries and related benefits
|
| | | | 34,393 | | | | | | 11,202 | | | | | | 3,992 | | | | | | (19) | | | | | | 49,587 | | | | ||
Occupancy and equipment
|
| | | | 6,943 | | | | | | 1,589 | | | | | | (101) | | | | | | (20) | | | | | | 8,431 | | | | ||
Amortization of core deposit intangible
|
| | | | 853 | | | | | | — | | | | | | 225 | | | | | | (21) | | | | | | 1,078 | | | | ||
Other expense
|
| | | | 17,839 | | | | | | 3,922 | | | | | | 6,024 | | | | | | (22) | | | | | | 27,785 | | | | ||
Total non-interest expense
|
| | | | 60,028 | | | | | | 16,713 | | | | | | 10,140 | | | | | | | | | | | | 86,881 | | | | ||
Income before provision for income taxes
|
| | | | 40,587 | | | | | | 9,611 | | | | | | (14,783) | | | | | | | | | | | | 35,415 | | | | ||
Provision (benefit) for income taxes
|
| | | | 10,345 | | | | | | 2,556 | | | | | | (3,578) | | | | | | (23) | | | | | | 9,323 | | | | ||
Net income
|
| | | $ | 30,242 | | | | | $ | 7,055 | | | | | $ | (11,205) | | | | | | | | | | | $ | 26,092 | | | | ||
Net income per common share: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||
Basic
|
| | | $ | 2.24 | | | | | $ | 1.20 | | | | | | | | | | | | (24) | | | | | $ | 1.54 | | | | | |
Diluted
|
| | | $ | 2.22 | | | | | $ | 1.20 | | | | | | | | | | | | (24) | | | | | $ | 1.53 | | | | | |
Weighted average shares: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||
Basic
|
| | | | 13,525 | | | | | | 5,871 | | | | | | | | | | | | (24) | | | | | | 16,964 | | | | | |
Diluted
|
| | | | 13,617 | | | | | | 5,888 | | | | | | | | | | | | (24) | | | | | | 17,056 | | | | | |
(in thousands, except per share amounts; unaudited)
|
| |
BMRC Share
Price as of June 4, 2021 |
| |
10% Increase
|
| |
10% Decrease
|
| |||||||||
Shares of AMRB
|
| | | | 5,980 | | | | | | 5,980 | | | | | | 5,980 | | |
Exchange ratio
|
| | | | 0.575 | | | | | | 0.575 | | | | | | 0.575 | | |
BMRC shares to be issued
|
| | | | 3,439 | | | | | | 3,439 | | | | | | 3,439 | | |
Price per share of BMRC common stock on June 4, 2021
|
| | | $ | 33.99 | | | | | $ | 37.39 | | | | | $ | 30.59 | | |
Preliminary consideration for common stock
|
| | | $ | 116,892 | | | | | $ | 128,584 | | | | | $ | 105,199 | | |
Consideration for option awards
|
| | | $ | 223 | | | | | $ | 265 | | | | | $ | 182 | | |
Total pro forma purchase price consideration
|
| | | $ | 117,115 | | | | | $ | 128,849 | | | | | $ | 105,381 | | |
Preliminary goodwill
|
| | | $ | 37,701 | | | | | | 49,435 | | | | | | 25,967 | | |
(in thousands)
|
| | | | | | |
Total preliminary pro forma purchase price consideration
|
| | | | 117,115 | | |
Assets acquired: | | | | | | | |
Cash, cash equivalents and restricted cash
|
| | | | 97,798 | | |
Investment securities
|
| | | | 301,638 | | |
Loans
|
| | | | 471,525 | | |
Core deposit intangible
|
| | | | 1,235 | | |
Bank premises and equipment
|
| | | | 2,375 | | |
Operating lease right-of-use assets
|
| | | | 2,414 | | |
Other assets
|
| | | | 26,627 | | |
Total assets acquired
|
| | | | 903,612 | | |
Liabilities assumed: | | | | | | | |
Deposits
|
| | | | 789,023 | | |
Borrowings and other obligations
|
| | | | 20,920 | | |
Operating lease liabilities
|
| | | | 2,887 | | |
Other liabilities
|
| | | | 11,368 | | |
Total liabilities assumed
|
| | | | 824,198 | | |
Net assets acquired at fair value
|
| | | | 79,414 | | |
Preliminary goodwill
|
| | | $ | 37,701 | | |
(in thousands)
|
| |
March 31, 2021
|
| |||
Estimated transaction costs comprised of investment banker and other professional fees of $4.5 million, personnel and change in control costs of $3.2 million, and data processing, contract termination and other costs of $1.5 million, net $1.9 million of tax benefits.
|
| | | $ | (7,324) | | |
Cash settlement of AMRB stock option awards
|
| | | | (223) | | |
Net adjustments
|
| | | $ | (7,547) | | |
(in thousands)
|
| |
March 31, 2021
|
| |||
Reversal of historical AMRB loan origination fees/costs and purchase premiums
|
| | | $ | 415 | | |
Increase in loans resulting from the gross-up of estimated credit losses on PCD loans
|
| | | | 1,452 | | |
Establish fair value discount on AMRB’s loans
|
| | | | (4,304) | | |
Net adjustments
|
| | | $ | (2,437) | | |
(in thousands)
|
| |
March 31, 2021
|
| |||
Reversal of historical AMRB allowance for credit losses on loans
|
| | | $ | 6,696 | | |
Gross-up for estimated credit losses on PCD loans
|
| | | | (1,452) | | |
Provision for estimated credit losses on non-PCD loans
|
| | | | (3,501) | | |
Net adjustments
|
| | | $ | 1,743 | | |
(in thousands)
|
| |
March 31, 2021
|
| |||
Elimination of AMRB’s retained earnings
|
| | | $ | (58,209) | | |
Transaction costs, net of tax
|
| | | | (7,861) | | |
Provision for estimated credit losses on non-PCD loans, net of tax
|
| | | | (2,466) | | |
Net adjustments
|
| | | $ | (69,536) | | |
(in thousands)
|
| |
Three
Months Ended March 31, 2021 |
| |
Year Ended
December 31, 2020 |
|
Reversal of historical AMRB net amortization of loan origination fees/costs and purchase premiums
|
| |
$(523)
|
| |
$(810)
|
|
Estimated accretion of the fair value discount on acquired loans
|
| |
49
|
| |
191
|
|
Net adjustments
|
| |
$(474)
|
| |
$(619)
|
|
(in thousands)
|
| |
Three
Months Ended March 31, 2021 |
| |
Year Ended
December 31, 2020 |
|
Depreciation of premises fair value adjustment
|
| |
$7
|
| |
$27
|
|
Amortization of adjustments to lease right-of-use assets due to favorable or unfavorable contractual lease terms when compared to market
|
| |
(32)
|
| |
(128)
|
|
Net adjustments
|
| |
$(25)
|
| |
$(101)
|
|
(in thousands, except per share amounts; unaudited)
|
| |
Three Months Ended
March 31, 2021 |
| |
Year Ended
December 31, 2020 |
| ||||||||||||||||||
|
Basic
Shares Outstanding |
| |
Diluted
Shares Outstanding |
| |
Basic
Shares Outstanding |
| |
Diluted
Shares Outstanding |
| ||||||||||||||
Weighted average common shares outstanding: | | | | | | | | | | | | | | | | | | | | | | | | | |
BMRC common shares
|
| | | | 13,363 | | | | | | 13,469 | | | | | | 13,525 | | | | | | 13,617 | | |
AMRB common shares
|
| | | | 5,886 | | | | | | 5,922 | | | | | | 5,871 | | | | | | 5,888 | | |
Combined weighted average shares outstanding
|
| | | | 19,249 | | | | | | 19,391 | | | | | | 19,396 | | | | | | 19,505 | | |
Eliminate AMRB’s weighted average shares outstanding
|
| | | | (5,886) | | | | | | (5,922) | | | | | | (5,871) | | | | | | (5,888) | | |
Record issuance of new BMRC common shares in the merger at the 0.575 exchange ratio
|
| | | | 3,439 | | | | | | 3,439 | | | | | | 3,439 | | | | | | 3,439 | | |
Net pro forma adjustments
|
| | | | (2,477) | | | | | | (2,483) | | | | | | (2,432) | | | | | | (2,449) | | |
Pro forma combined weighted average common shares outstanding
|
| | | | 16,802 | | | | | | 16,908 | | | | | | 16,964 | | | | | | 17,056 | | |
Pro forma net income attributable to common shares
|
| | | $ | 11,221 | | | | | $ | 11,221 | | | | | $ | 26,092 | | | | | $ | 26,092 | | |
Pro forma earnings per share
|
| | | $ | 0.67 | | | | | $ | 0.66 | | | | | $ | 1.54 | | | | | $ | 1.53 | | |
|
AMRB
|
| |
BMRC
|
|
|
Nomination of Director Candidates by Shareholders
|
| |||
| AMRB’s bylaws permit shareholders who are entitled to vote in the meeting of shareholders to nominate a director for election if notice is delivered to the president of the corporation not less than 21 days, nor more than 60 days prior to any meeting of shareholders called for the election of directors, with the notice period varying for certain instances as set forth in the bylaws. | | | BMRC’s bylaws permit shareholders who are entitled to vote in the meeting of shareholders to nominate a director for election if notice is delivered to the president of the corporation not less than 14 days, nor more than 50 days prior to any meeting of shareholders called for the election of directors, with the notice period varying for certain instances as set forth in the bylaws. | |
|
Shareholder Action Without a Meeting
|
| |||
| According to AMRB’s bylaws, any action required or permitted to be taken at any annual or special shareholders’ meeting may be taken without a meeting, without prior notice and without a vote, if a consent in writing is signed by the number of shareholders whose affirmative vote would be required to take such action at a meeting at which all shares entitled to vote thereon were present and voted, except that unanimous written consent is required for election of directors to non-vacant positions. | | | According to BMRC’s bylaws, any action required or permitted to be taken at any annual or special shareholders’ meeting may be taken without a meeting, without prior notice and without a vote, if a consent in writing is signed by the number of shareholders whose affirmative vote would be required to take such action at a meeting at which all shares entitled to vote thereon were present and voted, except that unanimous written consent is required for election of directors to non-vacant positions. | |
|
Special Meetings of Shareholders
|
| |||
| AMRB may call a special shareholders meeting upon the request of a majority of the board of directors, the chairperson of the board of directors, the president, or of the AMRB shareholders who together hold not less than ten percent of the outstanding shares of AMRB stock that would be entitled to vote at such a meeting. | | | BMRC may call a special shareholders meeting upon the request of a majority of the board of directors, the chairman of the board of directors, the president, or of the BMRC shareholders who together hold not less than ten percent of the outstanding shares of BMRC stock that would be entitled to vote at such a meeting. | |
|
Indemnification of Directors and Officers
|
| |||
| AMRB’s articles of incorporation provide that the liability of the directors of the corporation for monetary damages shall be eliminated to the fullest extent permissible under California law and that AMRB is authorized to provide indemnification to the fullest extent permitted by applicable law of agents of AMRB through by-law provisions, agreements with such agents or other persons, or otherwise, with respect to actions for breach of duty to AMRB, its shareholders, and others. AMRB has also entered into indemnification agreements with its directors and executive officers. In addition, AMRB maintains directors’ and officers’ liability insurance. | | | BMRC’s articles of incorporation provide that the liability of the directors of the corporation for monetary damages shall be eliminated to the fullest extent permissible under California law and that BMRC is authorized to provide indemnification to the fullest extent permitted by applicable law of agents of BMRC through by-law provisions, agreements with such agents or other persons, or otherwise, with respect to actions for breach of duty to BMRC, its shareholders, and others. BMRC has also entered into indemnification agreements with its directors and executive officers. In addition, BMRC maintains directors’ and officers’ liability insurance. | |
|
Amendments to Articles of Incorporation and Bylaws
|
| |||
|
AMRB’s articles of incorporation may be amended in any manner allowed under California law.
AMRB’s bylaws may be amended by the board of directors, but the shareholders entitled to vote may adopt additional bylaws and may amend or repeal any bylaw whether or not adopted by them and only |
| |
BMRC’s articles of incorporation may be amended in any manner allowed under California law.
BMRC’s bylaws may be amended by the board of directors, but the shareholders entitled to vote may adopt additional bylaws and may amend or repeal
|
|
|
AMRB
|
| |
BMRC
|
|
| the shareholders may adopt, amend or repeal any bylaw which specifies or changes the fixed number of directors or the minimum or maximum number of directors on a variable-number board of directors. | | | any bylaw whether or not adopted by them and only the shareholders may adopt, amend or repeal any bylaw which specifies or changes the fixed number of directors or the minimum or maximum number of directors on a variable-number board of directors. | |
|
Tax Treatment
|
| |||
| AMRB is a Subchapter C corporation, which means that AMRB is taxed as a separate entity from its shareholders, and its earnings are not taxed on an individual shareholder basis. | | | BMRC is a Subchapter C corporation, which means that BMRC is taxed as a separate entity from its shareholders, and its earnings are not taxed on an individual shareholder basis. | |
|
Dividends
|
| |||
|
The CGCL permits a California corporation to declare and pay dividends if the amount of retained earnings of the corporation immediately prior to the dividend payment exceeds the sum of the proposed dividend distribution plus the amount, if any, of cumulative dividends in arrears on all shares having a preference with respect to payment of dividends over the class or series to which the applicable dividend is being made. Alternatively, the CGCL permits a California corporation to declare and pay dividends to the extent that corporation’s assets equal or exceed the sum of its total liabilities plus the amount that would be needed if the corporation were to be dissolved at the time of the dividend to satisfy the preferential rights, including accrued but unpaid dividends, of other shareholders upon dissolution that are superior to the rights of the shareholders receiving the dividend. The CGCL also prohibits dividend distributions if either the corporation or any of its subsidiaries would be unable to meet liabilities as they mature.
Further, it is the policy of the Federal Reserve that bank holding companies, such as AMRB, should generally pay dividends on common stock only out of income available over the past year, and only if prospective earnings retention is consistent with the organization’s expected future needs and financial condition. It is also the Federal Reserve’s policy that bank holding companies should not maintain dividend levels that undermine their ability to be a source of strength to its banking subsidiaries.
|
| |
The CGCL permits a California corporation to declare and pay dividends if the amount of retained earnings of the corporation immediately prior to the dividend payment exceeds the sum of the proposed dividend distribution plus the amount, if any, of cumulative dividends in arrears on all shares having a preference with respect to payment of dividends over the class or series to which the applicable dividend is being made. Alternatively, the CGCL permits a California corporation to declare and pay dividends to the extent that corporation’s assets equal or exceed the sum of its total liabilities plus the amount that would be needed if the corporation were to be dissolved at the time of the dividend to satisfy the preferential rights, including accrued but unpaid dividends, of other shareholders upon dissolution that are superior to the rights of the shareholders receiving the dividend. The CGCL also prohibits dividend distributions if either the corporation or any of its subsidiaries would be unable to meet liabilities as they mature.
Further, it is the policy of the Federal Reserve that bank holding companies, such as BMRC, should generally pay dividends on common stock only out of income available over the past year, and only if prospective earnings retention is consistent with the organization’s expected future needs and financial condition. It is also the Federal Reserve’s policy that bank holding companies should not maintain dividend levels that undermine their ability to be a source of strength to its banking subsidiaries.
|
|
|
Liquidation Preferences
|
| |||
| AMRB’s articles of incorporation do not provide for any liquidation preferences on shares of common stock, but do provide that the board of directors may, in regards to undesignated preferred shares, determine preferences and privileges, which includes liquidation preferences, for such preferred shares. | | | BMRC’s articles of incorporation do not provide for any liquidation preferences on shares of common stock, but do provide that the board of directors may, in regards to undesignated preferred shares, determine preferences and privileges, which includes liquidation preferences, for such preferred shares. | |
|
AMRB
|
| |
BMRC
|
|
|
Redemption
|
| |||
| AMRB’s articles of incorporation do not provide for any redemption of shares of common stock, but do provide that the board of directors may, in regards to undesignated preferred shares, determine preferences and privileges, which includes redemption preferences, for such preferred shares. | | | BMRC’s articles of incorporation do not provide for any redemption of shares of common stock, but do provide that the board of directors may, in regards to undesignated preferred shares, determine preferences and privileges, which includes redemption preferences, for such preferred shares. | |
|
Shareholders’ Rights Plan
|
| |||
| AMRB does not have a shareholders’ rights plan. | | | BMRC does have a shareholders’ rights plan designed to avoid takeovers that involve abusive tactics and/or do not provide fair value for shareholders. See “Description of BMRC Capital Stock — Shareholder Rights Plan.” | |
Name and Address*
|
| |
Amount and Nature of Beneficial Ownership
|
| |||||||||||||||||||||||||||
|
Sole Voting &
Investment Power(1) |
| |
Shared Voting &
Investment Power(1) |
| |
Option to acquire
within sixty days of June 11, 2021 |
| |
Total
|
| |
Percent of
Common Stock |
| |||||||||||||||||
Steven I. Barlow
|
| | | | 3,314(2) | | | | | | — | | | | | | 6,759 | | | | | | 10,073 | | | | | | 0.08% | | |
Russell A. Colombo
|
| | | | 63,489 | | | | | | 13,266(3) | | | | | | 96,044 | | | | | | 172,799 | | | | | | 1.32% | | |
James C. Hale
|
| | | | 9,873 | | | | | | — | | | | | | 22,189 | | | | | | 32,062 | | | | | | 0.25% | | |
Robert Heller
|
| | | | — | | | | | | 13,623(4) | | | | | | 4,799 | | | | | | 18,422 | | | | | | 0.14% | | |
Norma J. Howard
|
| | | | — | | | | | | 34,273(4) | | | | | | — | | | | | | 34,273 | | | | | | 0.26% | | |
Kevin R. Kennedy
|
| | | | 10,180(5) | | | | | | 15,500(4) | | | | | | 10,969 | | | | | | 36,649 | | | | | | 0.28% | | |
William H. McDevitt, Jr.
|
| | | | 11,500(6) | | | | | | 22,465(7) | | | | | | 11,304 | | | | | | 45,269 | | | | | | 0.35% | | |
Leslie E. Murphy
|
| | | | 13,920 | | | | | | — | | | | | | — | | | | | | 13,920 | | | | | | 0.11% | | |
Sanjiv S. Sanghvi
|
| | | | — | | | | | | — | | | | | | — | | | | | | 0 | | | | | | —% | | |
Joel Sklar, MD
|
| | | | — | | | | | | 116,617(4) | | | | | | — | | | | | | 116,617 | | | | | | 0.89% | | |
Brian M. Sobel
|
| | | | 24,895 | | | | | | — | | | | | | — | | | | | | 24,895 | | | | | | 0.19% | | |
Secil Tabli Watson
|
| | | | — | | | | | | — | | | | | | — | | | | | | 0 | | | | | | -% | | |
James T. Burke
|
| | | | 16,036 | | | | | | 3,705(8) | | | | | | — | | | | | | 19,741 | | | | | | 0.15% | | |
Tani Girton
|
| | | | 40,753 | | | | | | 3,840(3) | | | | | | 32,976 | | | | | | 77,569 | | | | | | 0.59% | | |
Robert Gotelli
|
| | | | 16,476 | | | | | | 13,202(3) | | | | | | 15,439 | | | | | | 45,117 | | | | | | 0.35% | | |
Richard L. Lewis
|
| | | | 1,518 | | | | | | — | | | | | | — | | | | | | 1,518 | | | | | | 0.01% | | |
Tim Myers
|
| | | | 18,554 | | | | | | 11,046(3) | | | | | | 24,410 | | | | | | 54,010 | | | | | | 0.41% | | |
Elizabeth Reizman
|
| | | | 11,361 | | | | | | 43,219(9) | | | | | | 30,372 | | | | | | 84,952 | | | | | | 0.65% | | |
Nicolette Sloan
|
| | | | 2,400 | | | | | | — | | | | | | — | | | | | | 2,400 | | | | | | 0.02% | | |
All directors and executive officers as a
group (19 persons) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | 6.06% | | |
Name and Address(1) of
Beneficial Owner |
| |
Amount and Nature of
Beneficial Ownership |
| |
Percent of
Class(2) |
| ||||||
Nicolas C. Anderson
|
| | | | 7,461(3) | | | | | | 0.1% | | |
Kevin B. Bender
|
| | | | 40,338(4) | | | | | | 0.7% | | |
Kimberly A. Box
|
| | | | 24,506(3) | | | | | | 0.4% | | |
Mitchell A. Derenzo
|
| | | | 84,793(5) | | | | | | 1.4% | | |
Charles D. Fite
|
| | | | 179,663(6) | | | | | | 3.0% | | |
Dan C. McGregor
|
| | | | 8,863(7) | | | | | | 0.2% | | |
Jeffery Owensby
|
| | | | 14,147(3) | | | | | | 0.2% | | |
Julie A. Raney
|
| | | | 4,037(8) | | | | | | 0.1% | | |
David E. Ritchie, Jr.
|
| | | | 36,568(9) | | | | | | 0.6% | | |
William A. Robotham
|
| | | | 116,980(3) | | | | | | 2.0% | | |
Philip A. Wright
|
| | | | 101,369(3) | | | | | | 1.7% | | |
All directors, director-nominees, and executive officers as a group (11 persons)
|
| | | | 618,725(10) | | | | | | 10.3% | | |
5% or Greater Owners of Voting Securities
Name and Address of Beneficial Owner |
| |
Amount and Nature of
Beneficial Ownership |
| |
Percent of
Class |
| ||||||
Dimensional Fund Advisors LP
6300 Bee Cave Road Building One Austin, TX 78746 |
| | | | 357,666(11) | | | | | | 6.0% | | |
Manulife Financial Corporation
200 Bloor Street East, Toronto, Ontario, Canada, M4W 1E5 |
| | | | 337,685(12) | | | | | | 5.6% | | |
| “RESOLVED, that the compensation that will or may be paid or become payable to the AMRB named executive officers, in connection with the merger, and the agreements or understandings pursuant to which such compensation will or may be paid or become payable, in each case as disclosed pursuant to Item 402(t) of Regulation S-K in “Joint Proposal I — The Merger — Interests of Certain AMRB Officers and Directors in the Merger — Golden Parachute Compensation” are hereby APPROVED.” | |
|
Bank of Marin Bancorp
504 Redwood Blvd., Suite 100 Novato, California 94947 Attention: Investor Relations (415) 763-4520 |
| |
American River Bankshares
3100 Zinfandel Dr. Rancho Cordova, California 95670 Attention: Investor Relations (916) 851-0123 |
|
| | | | | A-2 | | | |
| | | | | A-2 | | | |
| | | | | A-8 | | | |
| | | | | A-8 | | | |
| | | | | A-8 | | | |
| | | | | A-8 | | | |
| | | | | A-8 | | | |
| | | | | A-9 | | | |
| | | | | A-9 | | | |
| | | | | A-9 | | | |
| | | | | A-9 | | | |
| | | | | A-11 | | | |
| | | | | A-11 | | | |
| | | | | A-13 | | | |
| | | | | A-14 | | | |
| | | | | A-14 | | | |
| | | | | A-14 | | | |
| | | | | A-24 | | | |
| | | | | A-28 | | | |
| | | | | A-28 | | | |
| | | | | A-28 | | | |
| | | | | A-29 | | | |
| | | | | A-30 | | | |
| | | | | A-30 | | | |
| | | | | A-30 | | | |
| | | | | A-31 | | | |
| | | | | A-31 | | | |
| | | | | A-32 | | | |
| | | | | A-33 | | | |
| | | | | A-34 | | | |
| | | | | A-34 | | | |
| | | | | A-34 | | | |
| | | | | A-34 | | | |
| | | | | A-35 | | | |
| | | | | A-35 | | | |
| | | | | A-35 | | | |
| | | | | A-35 | | | |
| | | | | A-36 | | | |
| | | | | A-36 | | | |
| | | | | A-37 | | | |
| | | | | A-37 | | |
| | | | | A-37 | | | |
| | | | | A-37 | | | |
| | | | | A-37 | | | |
| | | | | A-38 | | | |
| | | | | A-38 | | | |
| | | | | A-38 | | | |
| | | | | A-39 | | | |
| | | | | A-40 | | | |
| | | | | A-40 | | | |
| | | | | A-40 | | | |
| | | | | A-40 | | | |
| | | | | A-41 | | | |
| | | | | A-41 | | | |
| | | | | A-42 | | | |
| | | | | A-42 | | | |
| | | | | A-42 | | | |
| | | | | A-42 | | | |
| | | | | A-42 | | | |
| | | | | A-43 | | | |
| | | | | A-43 | | | |
| | | | | A-44 | | | |
| | | | | A-44 | | | |
| | | | | A-44 | | | |
| | | | | A-44 | | | |
| | | | | A-44 | | | |
| | | | | A-44 | | | |
| | | | | A-44 | | | |
| | | | | A-44 | | | |
| | | | | A-45 | | |
| | | | American River Bankshares | |
| | | |
By:
Name:
David E. Ritchie, Jr.
|
|
| | | |
Title:
President and Chief Executive Officer
|
|
| | | | Bank of Marin Bancorp | |
| | | |
By:
Name:
Russell A. Colombo
|
|
| | | |
Title:
President and Chief Executive Officer
|
|
| | | | Shareholder | |
| | | |
(Signature)
|
|
| | | | Address: | |
| | | |
|
|
| | | |
|
|
| | | |
|
|
|
Name of Shareholder
|
| |
Shares of
ARB Common Stock Beneficially Owned |
|
| | | | | |
| | | | American River Bankshares | |
| | | |
By:
Name:
David E. Ritchie, Jr.
|
|
| | | |
Title:
President and Chief Executive Officer
|
|
| | | | Bank of Marin Bancorp | |
| | | |
By:
Name:
Russell A. Colombo
|
|
| | | |
Title:
President and Chief Executive Officer
|
|
| | | | Shareholder | |
| | | |
(Signature)
|
|
| | | | Address: | |
| | | |
|
|
| | | |
|
|
| | | |
|
|
|
Name of Shareholder
|
| |
Shares of
Parent Common Stock Beneficially Owned |
|
| | | | | |
|
|
|
|
Exhibit
Number |
| | | | |
Incorporated by Reference
|
| | |||||||||||
|
Exhibit Description
|
| |
Form
|
| |
File No.
|
| |
Exhibit
|
| |
Filing Date
|
| |
Herewith
|
| ||
2.01
|
| | Agreement to Merge and Plan of Reorganization dated April 16, 2021 (included as Appendix A of the joint proxy statement/prospectus) | | | | | | | | | | | | | | |
Filed
|
|
3.01
|
| | | | | | | | | | | | | | | |
Filed
|
| |
3.02
|
| | Bylaws, as amended* | | | | | | | | | | | | | | |
Filed
|
|
4.01
|
| | | |
8-A12B
|
| |
001-33572
|
| |
4.1
|
| |
July 7, 2017
|
| | | | |
4.02
|
| | | |
10-K
|
| |
001-33572
|
| |
4.02
|
| |
March 13, 2020
|
| | | | |
5.01
|
| | | | | | | | | | | | | | | |
Filed
|
| |
8.01
|
| | Tax Opinion of Crowe LLP* | | | | | | | | | | | | | | |
Filed
|
|
8.02
|
| | | | | | | | | | | | | | | |
Filed
|
| |
10.01
|
| | | |
S-8
|
| |
333-218274
|
| |
4.1
|
| |
May 26, 2017
|
| | | | |
10.02
|
| | | |
S-8
|
| |
333-221219
|
| |
4.1
|
| |
October 30, 2017
|
| | | | |
10.03
|
| | | |
S-8
|
| |
333-227840
|
| |
4.1
|
| |
June 30, 2017
|
| | | | |
10.04
|
| | | |
S-8
|
| |
333-239555
|
| |
4.1
|
| |
June 30, 2020
|
| | | | |
10.05
|
| | | |
10-Q
|
| |
001-33572
|
| |
10.06
|
| |
November 7, 2007
|
| | | | |
10.06
|
| | | |
8-K
|
| |
001-33572
|
| |
10.1
|
| |
January 26, 2009
|
| | | | |
10.07
|
| | | |
8-K
|
| |
001-33572
|
| |
99.1
|
| |
October 21, 2010
|
| | | | |
10.08
|
| | | |
8-K
|
| |
001-33572
|
| |
10.1
|
| |
January 6, 2011
|
| | | | |
10.09
|
| | | |
8-K
|
| |
001-33572
|
| |
10.2
|
| |
November 4, 2014
|
| | | | |
10.10
|
| | | |
8-K
|
| |
001-33572
|
| |
10.3
|
| |
November 4, 2014
|
| | | |
Exhibit
Number |
| | | | |
Incorporated by Reference
|
| | |||||||||||
|
Exhibit Description
|
| |
Form
|
| |
File No.
|
| |
Exhibit
|
| |
Filing Date
|
| |
Herewith
|
| ||
10.11
|
| | | |
8-K
|
| |
001-33572
|
| |
10.4
|
| |
June 2, 2015
|
| | | | |
10.12
|
| | | |
8-K
|
| |
001-33572
|
| |
10.1
|
| |
October 31, 2007
|
| | | | |
10.13
|
| | | |
10-K
|
| |
001-33572
|
| |
10.13
|
| |
March 15, 2021
|
| | | | |
23.01
|
| | | | | | | | | | | | | | | |
Filed
|
| |
23.02
|
| | | | | | | | | | | | | | | |
Filed
|
| |
23.03
|
| | | | | | | | | | | | | | | |
Filed
|
| |
23.04
|
| | | | | | | | | | | | | | | |
Filed
|
| |
23.05
|
| | | | | | | | | | | | | | | |
Filed
|
| |
24.01
|
| | Power of Attorney* | | | | | | | | | | | | | | |
Filed
|
|
99.01
|
| | | | | | | | | | | | | | | |
Filed
|
| |
99.02
|
| | | | | | | | | | | | | | | |
Filed
|
| |
99.03
|
| | | | | | | | | | | | | | | |
Filed
|
| |
99.04
|
| | | | | | | | | | | | | | | |
Filed
|
| |
99.05
|
| | | | | | | | | | | | | | | |
Filed
|
| |
99.06
|
| | | | | | | | | | | | | | | |
Filed
|
|
|
Dated: June 21, 2021
|
| |
*
Kevin R. Kennedy
|
|
|
Dated: June 21, 2021
|
| |
*
William H. McDevitt, Jr.
|
|
|
Dated: June 21, 2021
|
| |
*
Leslie E. Murphy
|
|
|
Dated: June 21, 2021
|
| |
*
Sanjiv S. Sanghvi
|
|
|
Dated: June 21, 2021
|
| |
*
Joel Sklar, M.D.
|
|
|
Dated: June 21, 2021
|
| |
*
Secil Tabli Watson
|
|
|
*By:
/s/ Russell A. Colombo
Attorney-in-Fact
June 21, 2021 |
| |
EXHIBIT 23.01
Consent of Independent Registered Public Accounting Firm
We consent to the incorporation by reference in the Amendment No.1 to Registration Statement on Form S-4 of Bank of Marin Bancorp (the “Company”) of our report dated March 15, 2021, relating to the Company’s consolidated financial statements (which report expresses an unqualified opinion and includes an explanatory paragraph relating to the change in the method of accounting for credit losses) and the effectiveness of internal control over financial reporting of the Company appearing in the Annual Report on Form 10-K of the Company for the year ended December 31, 2020, filed with the Securities and Exchange Commission, and to the reference to our firm under the heading “Experts” in the joint proxy statement/prospectus, which is part of this Amendment to Registration Statement.
/s/ Moss Adams LLP | |
Los Angeles, California | |
June 21, 2021 |
EXHIBIT 23.02
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in this amendment to registration statement on Form S-4 of Bank of Marin Bancorp of our report dated March 17, 2021 relating to the consolidated financial statements appearing in the Annual Report on Form 10-K of American River Bankshares for the year ended December 31, 2020. We also consent to the reference to us under the heading "Experts" in the joint proxy statement/prospectus.
/s/ Crowe LLP | |
Crowe LLP | |
Sacramento, California | |
June 21, 2021 |
Exhibit 99.01
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1 U P X Using a black ink pen, mark your votes with an X as shown in this example. Please do not write outside the designated areas. 03H8TD + + Proposals — The Board of Directors recommends a vote FOR Proposals 1 – 3. A 1. Approval of Merger and Merger Agreement. To consider and vote on a merger, and the Agreement to Merge and Plan of Reorganization dated as of April 16, 2021 (the “merger agreement”) with Bank of Marin Bancorp (“BMRC”), under which AMRB will merge with and into BMRC, with BMRC surviving (the “merger”), followed immediately thereafter by the merger of AMRB’s wholly-owned subsidiary American River Bank with and into BMRC’s wholly owned subsidiary Bank of Marin, with Bank of Marin surviving; 2. Adjournment. To approve the adjournment or postponement of the special meeting, if necessary or appropriate, including to solicit additional proxies to approve the merger and merger agreement; and; For Against Abstain Please sign exactly as name(s) appear(s) hereon. Joint owners should each sign. When signing as attorney, executor, administrator, corporate officer, trustee, guardian, or custodian, please give full title. Signature 1 — Please keep signature within the box. Signature 2 — Please keep signature within the box. Date (mm/dd/yyyy) — Please print date below. Authorized Signatures — This section must be completed for your vote to be counted. — Date and Sign Below B Note: The proxies are given authority to vote according to their discretion on all other matters which may be properly presented for action at the Special Meeting or any and all postponements or adjournments thereof. q IF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. q Special Meeting Proxy Card For Against Abstain 3. Named Executive Officers (NEO’s) Compensation Proposal. To approve, on an advisory (non-binding) basis, the compensation to be paid to the NEOs of AMRB in connection with the merger. 000004 MR A SAMPLE DESIGNATION (IF ANY) ADD 1 ADD 2 ADD 3 ADD 4 ADD 5 ADD 6 ENDORSEMENT_LINE______________ SACKPACK_____________ 1234 5678 9012 345 MMMMMMMMM MMMMMMMMMMMMMMM 5 0 6 1 4 9 MR A SAMPLE (THIS AREA IS SET UP TO ACCOMMODATE 140 CHARACTERS) MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND C 1234567890 J N T C123456789 MMMMMMMMMMMM M MMMMMMM 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext If no electronic voting, delete QR code and control # ∆≈ You may vote online or by phone instead of mailing this card. Online Go to www.envisionreports.com/AMRB or scan the QR code — login details are located in the shaded bar below. Save paper, time and money! Sign up for electronic delivery at www.envisionreports.com/AMRB Phone Call toll free 1-800-652-VOTE (8683) within the USA, US territories and Canada Votes submitted electronically must be received by July 28, 2021 at 1:00 A.M., Eastern Time Your vote matters – here’s how to vote! |
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Small steps make an impact. Help the environment by consenting to receive electronic delivery, sign up at www.envisionreports.com/AMRB PROXY FOR THE SPECIAL MEETING OF SHAREHOLDERS TO BE HELD WEDNESDAY, JULY 28, 2021 The undersigned holder of common stock of American River Bankshares acknowledges receipt of a copy of the Notice of Special Meeting of Shareholders of American River Bankshares and the accompanying Joint Proxy Statement/Prospectus dated June 18, 2021 and revoking any Proxy heretofore given, hereby constitutes and appoints David E. Ritchie, Jr. and Mitchell A. Derenzo, and each of them, with full power of substitution, as attorneys and proxies to appear and vote all of the shares of common stock of American River Bankshares standing in the name of the undersigned which the undersigned could vote if personally present and acting at the Special Meeting of Shareholders of American River Bankshares to be held at Homewood Suites by Hilton, 10700 White Rock Road, Rancho Cordova, CA 95670 on Wednesday, July 28, 2021 at 3:00 p.m. Pacific Time or at any and all postponements or adjournments thereof, upon the items listed on the reverse side as set forth in the Notice of Meeting and Joint Proxy Statement/Prospectus and to vote according to their discretion on all other matters which may be properly presented for action at the Special Meeting or any and all postponements or adjournments thereof. THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” PROPOSALS 1, 2 AND 3. THE PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED AS DIRECTED. IF NO DIRECTION IS MADE, IT WILL BE VOTED “FOR” EACH OF THE PROPOSALS. THIS PROXY IS SOLICITED BY, AND ON BEHALF OF, THE BOARD OF DIRECTORS AND MAY BE REVOKED PRIOR TO ITS EXERCISE. PLEASE SIGN AND DATE ON REVERSE SIDE. Proxy — American River Bankshares q IF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. q Non-Voting Items C + + Change of Address — Please print new address below. Comments — Please print your comments below. Meeting Attendance Mark box to the right if you plan to attend the Special Meeting. 2021 Special Meeting Admission Ticket 2021 Special Meeting of Shareholders of American River Bankshares Wednesday, July 28, 2021 at 3:00 p.m. Pacific Time Homewood Suites by Hilton 10700 White Rock Road, Rancho Cordova, CA 95670 Upon arrival, please present this admission ticket and photo identification at the registration desk. |
Exhibit 99.02
BANK OF MARIN BANCORP SPECIAL MEETING OF SHAREHOLDERS — JULY 28, 2021 The undersigned shareholder(s) of Bank of Marin Bancorp (the “Company”) hereby appoint(s), constitute(s) and nominate(s) Kevin R. Kennedy, Steven I. Barlow and William H. McDevitt, Jr., and each of them, the attorney, agent and proxy of the undersigned, with full power of substitution, to vote all shares of the Company which the undersigned is entitled to vote at the Special Meeting of Shareholders of the Company to be held on July 28, 2021, at 10:00 a.m. PT (local time) at the Company’s Corporate Headquarters, 504 Redwood Boulevard, Novato, California, and any and all adjournments thereof, as fully and with the same force and effect as the undersigned might or could do if personally present thereat, as stated on reverse side. Notice to Participants in the Bank of Marin ESOP and 401(k) plans: If you participate in the Bank of Marin 401(k) Plan, please be advised that each Participant will be entitled to vote those shares allocated to his or her Account. This proxy, when properly executed, will be voted as specified therein. If this voting instruction card is not properly completed and signed, or if it is not timely received by the designated tabulator, shares allocated to a participant’s account will be voted in the same proportion as those shares for which instructions are received. The Proxies are authorized to vote upon such other matters as may properly come before the meeting. If you participate in the Bank of Marin Employee Stock Ownership Plan, please be advised that each Participant will be entitled to vote those shares allocated to his or her Account. This proxy, when properly executed, will be voted as specified therein. For all allocated shares, if this voting instruction card is not properly completed and signed, or if it is not timely received by the designated tabulator, shares allocated to a participant’s account will be voted in the same proportion as those shares for which instructions are received. Unallocated shares will be voted by the trustee as directed by the Company to the extent permitted by ERISA. The Proxies are authorized to vote upon such other matters as may properly come before the meeting. The deadline to provide voting instructions for shares held in the foregoing plans is Thursday, July 22, 2021 at 1:00 a.m. Pacific Time. WHEN PROPERLY EXECUTED AND DELIVERED, THIS PROXY WILL BE VOTED AS DIRECTED BY THE SHAREHOLDER(S), OR IF NO INSTRUCTIONS ARE GIVEN BY THE SHAREHOLDER(S), THE PROXY HOLDERS WILL VOTE “FOR” EACH OF THE LISTED PROPOSALS. THIS PROXY IS SOLICITED ON BEHALF OF THE COMPANY’S BOARD OF DIRECTORS, AND MAY BE REVOKED BY THE SHAREHOLDER(S) DELIVERING IT PRIOR TO ITS EXERCISE BY FILING WITH THE CORPORATE SECRETARY OF THE COMPANY AN INSTRUMENT REVOKING THIS PROXY OR A DULY EXECUTED PROXY BEARING A LATER DATE, OR BY APPEARING AT THE MEETING AND VOTING IN PERSON. THANK YOU FOR YOUR VOTE. (Continued and to be dated and signed on reverse side) SEE REVERSE SIDE 5TO VOTE BY MAIL, PLEASE DETACH HERE, SIGN AND DATE REVOCABLE PROXY, AND RETURN IN THE POSTAGE-PAID ENVELOPE PROVIDED5
Proposals — THE BOARD OF DIRECTORS RECOMMENDS A VOTE OF “FOR” ON PROPOSAL 1 AND PROPOSAL 2. Please mark vote as indicated in this example 1. Approval of Merger and Merger Agreement. To consider and vote on a merger, and the Agreement to Merge and Plan of Reorganization dated as of April 16, 2021 (the “merger agreement”) with American River Bankshares (“AMRB”), under which AMRB will merge with and into Bank of Marin Bancorp (“BMRC”), with BMRC surviving (the “merger”), followed immediately thereafter by the merger of AMRB’s wholly-owned subsidiary American River Bank with and into BMRC’s wholly owned subsidiary Bank of Marin, with Bank of Marin surviving (the “bank merger”), as more particularly describe 2. Adjournment. To approve the adjournment or postponement of the special meeting, if necessary or appropriate, including to solicit additional proxies to approve the merger and merger agreement. Date (Signature) (Signature if held jointly) Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name, by authorized officer. PLEASE SIGN, DATE AND RETURN THIS REVOCABLE CARD PROMPTLY USING THE ENCLOSED POSTAGE PAID ENVELOPE 5 TO VOTE BY MAIL, PLEASE DETACH HERE, SIGN AND DATE REVOCABLE PROXY, AND RETURN IN THE POSTAGE-PAID ENVELOPE PROVIDED5