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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) August 6, 2021

Bank of Marin Bancorp
(Exact name of Registrant as specified in its charter)
California  
 001-33572 20-8859754
(State or other jurisdiction of incorporation)     (Commission File Number) (IRS Employer Identification No.)
504 Redwood Blvd., Suite 100, Novato, CA 
94947
(Address of principal executive office) (Zip Code)

Registrant’s telephone number, including area code:  (415) 763-4520

Not Applicable
(Former name or former address, if changes since last report)
Check the appropriate box below if the Form 8-K filing is to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c)) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to 12(b) of the Act:
Title of each class Trading Symbol Name of each exchange on which registered
Common stock, no par value and attached Share Purchase Rights BMRC The Nasdaq Stock Market
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.   ☐ 




Section 2 - Financial Information

Item 2.01 Completion of Acquisition or Disposition of Assets

On April 16, 2021, Bank of Marin Bancorp (Nasdaq: BMRC), parent company of Bank of Marin, entered into an Agreement to Merge and Plan of Reorganization (the “Agreement”) with American River Bankshares (Nasdaq: AMRB), parent company of American River Bank, pursuant to which, among other things, (I) AMRB would merge with and into BMRC, with BMRC surviving, and thereafter (II) American River Bank would merge with and into Bank of Marin, with Bank of Marin surviving.

In accordance with the Agreement, effective at the close of business on August 6, 2021, the merger of AMRB with and into BMRC was completed, followed thereafter at 12:05 AM on August 7, 2021, by the merger of American River Bank with and into Bank of Marin, with Bank of Marin surviving, (collectively the "Merger").

Pursuant to the Agreement, each outstanding share of AMRB common stock was converted into the right to receive 0.575 ("Exchange Ratio") of a share of BMRC common stock. No fractional shares of BMRC were issued, and cash in lieu of such fractions was paid at the rate of $33.59 per fractional BMRC share.

At the effective time of the Merger, each unvested restricted stock award outstanding vested, and was treated as any other outstanding share of AMRB common stock, entitled to receive the merger consideration. In addition, each AMRB stock option, whether or not then exercisable, that was outstanding immediately prior to the effective time was canceled and exchanged for the right to receive an amount of cash equal to the product of (x) the total number of shares of AMRB common stock subject to such option and (y) the excess, if any, of (A) the product of (1) $33.59, and (2) the Exchange Ratio, over (B) the exercise price per share under such option, less applicable taxes required to be withheld with respect to such payment.

BMRC will issue approximately 3.4 million shares of BMRC common stock valued at $36.15 per share on August 6, 2021, the last trading day prior to consummation of the Merger. The value of the total merger consideration, including the cash paid for outstanding AMRB stock options, was approximately $125 million.

AMRB had total assets of $906.1 million, total deposits of $787.7 million, and total loans of $434.2 million as of June 30, 2021. These amounts were subject to fair value adjustments upon the effective time of the merger. With the addition of AMRB, on a pro forma combined basis, Bank of Marin Bancorp would have total assets of approximately $4.0 billion, total loans outstanding of $2.2 billion (excluding SBA Paycheck Protection Program loans) and total deposits of $3.5 billion as of June 30, 2021 (unaudited and excluding purchase accounting adjustments).

The foregoing description of the transactions contemplated by the Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Agreement, attached as Exhibit 2.1 to BMRC’s Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on April 19, 2021, and incorporated herein by reference.

Section 5 - Corporate Governance and Management

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

(d) Appointment of Director

On August 9, 2021 Bancorp announced that two new directors were added to the Boards of Directors of BMRC and the Bank, effective immediately. The two new directors are Charles D. Fite, and Nicolas Anderson. With these additions, the BMRC and Bank Boards are now comprised of 14 directors. Subject to fiduciary duties of the BMRC Board, BMRC is required to include Messrs. Fite and Anderson on the list of nominees for director presented by the BMRC Board and for which the BMRC Board will solicit proxies in connection with BMRC’s 2022 annual meeting of shareholders. Messrs. Fite and Anderson have not yet been appointed to any committees of the BMRC Board. A description of BMRC’s standard non-employee director compensation


arrangements is contained under the heading “Director Compensation” in BMRC’s definitive proxy statement on Schedule 14A filed with the SEC on June 8, 2021.

The Press Release announcing the appointment of Charles D. Fite and Nicolas Anderson is attached as Exhibit 99.1 and incorporated herein by reference.

Section 8 - Other Events

Item 8.01 Other Events

On August 9, 2021, Bancorp issued a press release announcing that it completed the acquisition of American River Bankshares on August 6, 2021.

The Press Release announcing the merger is attached as Exhibit 99.1 and incorporated herein by reference.

Section 9 - Financial Statements and Exhibits

Item 9.01    Financial Statements and Exhibits

(a) Financial statements of businesses acquired

The audited consolidated balance sheets of American River Bankshares as of December 31, 2020 and 2019, and the related consolidated statements of income, comprehensive income, changes in shareholders’ equity, and cash flows for each of the three years in the period ended December 31, 2020, the notes thereto and the Report of Independent Registered Public Accounting Firm were previously included as part of Amendment No. 1 to the Registration Statement on Form S-4 (File No. 333-257025) as filed by BMRC on June 21, 2021, and declared effective on June 23, 2021 (the “Registration Statement”).

The unaudited balance sheets of American River Bankshares as of March 31, 2021, and 2020, the related unaudited consolidated statements of income, comprehensive income, changes in shareholders’ equity, and cash flows of American River Bankshares for the three-month periods ended March 31, 2021 and 2020 and the related notes thereto were previously included as part of the Registration Statement.

(b) Pro forma financial information

The unaudited pro forma condensed combined balance sheet of Bank of Marin Bancorp and American River Bankshares as of March 31, 2021, and the unaudited pro forma condensed combined statements of income for the three months ended March 31, 2021, and the year ended December 31, 2020, and the related notes thereto were previously included as part of the Registration Statement.

(d)    Exhibits.
Exhibit No.
Description    
2.1*
99.1
*Certain schedules to this agreement have been omitted pursuant to Item 601(b)(2) of Regulation S-K and the Company agrees to furnish supplemental to the Securities and Exchange Commission a copy of any omitted schedule upon request.



SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: August 9, 2021 BANK OF MARIN BANCORP
By: /s/ Tani Girton
Tani Girton
Executive Vice President
and Chief Financial Officer




Exhibit 99.1
BANKOFMARINBANCORPLOGOA30.JPG
FOR IMMEDIATE RELEASE MEDIA CONTACT:
Beth Drummey
Marketing & Corporate Communications Manager
Bank of Marin
415-763-4529 | bethdrummey@bankofmarin.com

BANK OF MARIN BANCORP ANNOUNCES COMPLETION
OF ACQUISITION OF AMERICAN RIVER BANKSHARES

NOVATO, CA, August 9, 2021 – Bank of Marin Bancorp, “BMRC” (Nasdaq: BMRC), parent company of Bank of Marin, “the Bank”, today announced the completion of its acquisition of American River Bankshares, “AMRB” (Nasdaq: AMRB), parent company of American River Bank, effective August 6, 2021. BMRC and AMRB held special meetings of shareholders on July 28, 2021 and each company’s shareholders have approved the acquisition.

Under terms of the agreement, each share of AMRB common stock was converted into the right to receive 0.575 shares of BMRC common stock. The value of the total deal consideration was approximately $125 million, which includes the value of AMRB options being paid in cash by BMRC.

Also under the agreement, two new directors have been added to the Boards of Directors of BMRC and the Bank, effective immediately. The two new directors are Charles D. Fite, President, Fite Development Co. and Nicolas Anderson, Chief Executive Officer of Capitol Digital & Califorensics. With these additions, the BMRC and Bank Boards are now comprised of 14 directors.

“We are pleased to complete our acquisition of American River Bank and welcome their customers, employees and shareholders to Bank of Marin,” said Russell A. Colombo, Chief Executive Officer. “Our two organizations share a commitment to exceptional customer service and dedication to our local communities that can now be amplified on a regional scale. As a nearly $4 billion bank, we have greater opportunity to grow assets, acquire talent, expand our footprint, and build infrastructure across a diversified geography.”

With the addition of American River Bank, on a pro forma combined basis, Bank of Marin Bancorp would have total assets of approximately $4.0 billion, total loans outstanding of $2.2 billion (excl. SBA Paycheck Protection Program loans) and total deposits of $3.5 billion as of June 30, 2021 (unaudited and excluding purchase accounting adjustments).

Bank of Marin Bancorp received financial advisory services and a fairness opinion from Keefe, Bruyette & Woods, A Stifel Company, and Stuart Moore Staub served as legal counsel. American River Bankshares received financial advisory services and a fairness opinion from Piper Sandler & Co., and Manatt, Phelps & Phillips LLP served as legal counsel.

About Bank of Marin Bancorp

Founded in 1990 and headquartered in Novato, Bank of Marin is the wholly owned subsidiary of Bank of Marin Bancorp (Nasdaq: BMRC). A leading business and community bank in Northern California, with assets of nearly $4.0 billion, Bank of Marin has 31 branches and 8 commercial banking offices located across 10 counties. Bank of Marin provides commercial banking, personal banking, specialty lending and wealth management and trust services. Specializing in providing legendary service to its customers and investing in its local communities, Bank of Marin has consistently been ranked one of the “Top Corporate Philanthropists" by the San Francisco Business Times and one of the “Best Places to Work” by the North Bay Business Journal. Bank of Marin Bancorp is included in the Russell 2000 Small-Cap Index and Nasdaq ABA Community Bank Index. For more information, go to www.bankofmarin.com.




Forward-Looking Statements

Statements made in this release, other than those concerning historical financial information, may be considered forward-looking statements, which speak only as of the date of this release and are based on current expectations and involve a number of assumptions. These include statements as to the anticipated benefits of the acquisition, including future financial and operating results, cost savings and enhanced revenues that may be realized from the acquisition as well as other statements of expectations regarding the acquisition and any other statements regarding future results or expectations. Such forward-looking statements may contain words related to future projections including, but not limited to, words such as “believe,” “expect,” “anticipate,” “intend,” “may,” “will,” “should,” “could,” “would,” and variations of those words and similar words that are subject to risks, uncertainties and other factors that could cause actual results to differ significantly from those projected. Each of BMRC and AMRB intends such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995 and is including this statement for purposes of these safe harbor provisions. The companies’ respective abilities to predict results, or the actual effect of future plans or strategies, is inherently uncertain. Factors which could have a material effect on the operations and future prospects of each of BMRC and AMRB and the resulting company, include but are not limited to: (1) the businesses of BMRC and/or AMRB may not be integrated successfully or such integration may be more difficult, time-consuming or costly than expected; (2) expected revenue synergies and cost savings from the acquisition may not be fully realized or realized within the expected time frame; (3) revenues following the merger may be lower than expected; (4) customer and employee relationships and business operations may be disrupted by the acquisition; (5) the ability to obtain required regulatory and shareholder approvals, and the ability to complete the acquisition on the expected timeframe may be more difficult, time-consuming or costly than expected; (6) changes in interest rates, general economic conditions, legislative/regulatory changes, monetary and fiscal policies of the U.S. government, including policies of the U.S. Treasury and the Board of Governors of the Federal Reserve; the quality and composition of the loan and securities portfolios; demand for loan products; deposit flows; competition; demand for financial services in the companies’ respective market areas; their implementation of new technologies; their ability to develop and maintain secure and reliable electronic systems; and accounting principles, policies, and guidelines, and (7) other risk factors detailed from time to time in filings made by BMRC or AMRB with the SEC. BMRC and AMRB undertake no obligation to update or clarify these forward-looking statements, whether as a result of new information, future events or otherwise except as required by law.