|
New Jersey
|
| |
6035
|
| |
26-0065262
|
|
|
(State or other jurisdiction of
incorporation or organization) |
| |
(Primary Standard Industrial
Classification Code Number) |
| |
(I.R.S. Employer
Identification Number) |
|
|
Christopher J. DeCresce, Esq.
Michael P. Reed, Esq. Covington & Burling LLP One CityCenter 850 Tenth Street, N.W. Washington, D.C. 20001 (202) 662-6000 |
| |
Robert A. Schwartz, Esq.
Windels Marx Lane & Mittendorf, LLP 120 Albany Street Plaza, 6th Floor New Brunswick, NJ 08901 (732) 846-7600 |
|
| 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
|
| ||||||||||||||||||||||||
Title of Each Class of Securities to be Registered
|
| |
Amount to be
Registered (1) |
| |
Proposed
Maximum Offering Price per Share |
| |
Proposed
Maximum Aggregate Offering Price (2) |
| |
Amount of
Registration Fee (3) |
| ||||||||||||
Common Stock, no par value
|
| | | | 634,111 | | | | | | N/A | | | | | $ | 6,810,967 | | | | | $ | 789.39 | | |
| | |
BCB Common Stock
(Nasdaq: BCBP) |
| |
Implied Value
of One Share of IAB Common Stock |
| |
Value of the Cash
Consideration for One Share of IAB Common Stock |
| |||||||||
At June 6, 2017
|
| | | $ | 15.65 | | | | | $ | 2.96 | | | | | $ | 3.05 | | |
At [•], 2017
|
| | | $ | [•] | | | | | $ | [•] | | | | | $ | 3.05 | | |
| | | | | |
|
Anil Bansal
Chairman of the Board IA Bancorp, Inc. |
| | | |
| BY ORDER OF THE BOARD OF DIRECTORS, | | | ||
| | | | ||
|
Linda Kammerer, Corporate Secretary
Edison, New Jersey [•], 2017 |
| | | |
| | | | | 1 | |
| | | | | 8 | |
| | | | | 19 | |
| | | | | 21 | |
| | | | | 22 | |
| | | | | 29 | |
| | | | | 30 | |
| | | | | 33 | |
| | | | | 34 | |
| | | | | 56 | |
| | | | | 72 | |
| | | | | 76 | |
| | | | | 79 | |
| | | | | 83 | |
| | | | | 91 | |
| | | | | 92 | |
| | | | | 92 | |
| | | | | 92 | |
| | | | | 92 | |
| | | | | 92 | |
| | | | | AI-1 | |
| | | | | AII-1 | |
| | | | | II-1 | |
| | | | | II-5 | |
| | | | | II-5 | |
| | | | | II-7 |
| | |
BCB
Common Stock (Nasdaq: BCBP) |
| |
Implied Value of
One Share of IAB Common Stock |
| |
Value of the Cash
Consideration for One Share of IAB Common Stock |
| |||||||||
At June 6, 2017
|
| | | $ | 15.65 | | | | | $ | 2.96 | | | | | $ | 3.05 | | |
At [•], 2017
|
| | | $ | [•] | | | | | $ | [•] | | | | | $ | 3.05 | | |
| | |
As of June 30,
|
| |
As of December 31,
|
| ||||||||||||||||||||||||||||||||||||
| | |
2017
|
| |
2016
|
| |
2016
|
| |
2015
|
| |
2014
|
| |
2013
|
| |
2012
|
| |||||||||||||||||||||
| | |
(Dollars in thousands)
|
| |||||||||||||||||||||||||||||||||||||||
Total assets
|
| | | $ | 1,815,843 | | | | | $ | 1,738,343 | | | | | $ | 1,708,208 | | | | | $ | 1,618,406 | | | | | $ | 1,301,900 | | | | | $ | 1,207,959 | | | | | $ | 1,171,358 | | |
Cash and cash equivalents
|
| | | | 75,047 | | | | | | 235,774 | | | | | | 65,038 | | | | | | 132,635 | | | | | | 32,123 | | | | | | 29,844 | | | | | | 34,147 | | |
Securities | | | | | 105,803 | | | | | | 18,365 | | | | | | 94,765 | | | | | | 9,623 | | | | | | 9,768 | | | | | | 115,320 | | | | | | 165,888 | | |
Loans receivable, net
|
| | | | 1,577,181 | | | | | | 1,424,891 | | | | | | 1,485,159 | | | | | | 1,420,118 | | | | | | 1,207,850 | | | | | | 1,020,344 | | | | | | 922,301 | | |
Deposits
|
| | | | 1,496,260 | | | | | | 1,394,305 | | | | | | 1,392,205 | | | | | | 1,273,929 | | | | | | 1,028,556 | | | | | | 968,670 | | | | | | 940,786 | | |
Borrowings
|
| | | | 178,124 | | | | | | 204,124 | | | | | | 179,124 | | | | | | 204,124 | | | | | | 163,124 | | | | | | 132,124 | | | | | | 131,124 | | |
Stockholders’ equity
|
| | | | 132,781 | | | | | | 132,306 | | | | | | 131,081 | | | | | | 133,544 | | | | | | 102,252 | | | | | | 100,060 | | | | | | 91,581 | | |
| | |
As of and for the
Six Months Ended June 30, |
| |
As of and for the
Years Ended December 31, |
| ||||||||||||||||||||||||||||||||||||
| | |
2017
|
| |
2016
|
| |
2016
|
| |
2015
|
| |
2014
|
| |
2013
|
| |
2012
|
| |||||||||||||||||||||
| | |
(In thousands, except for per share amounts)
|
| |||||||||||||||||||||||||||||||||||||||
Net interest income
(1)
|
| | | $ | 29,668 | | | | | $ | 27,061 | | | | | $ | 55,060 | | | | | $ | 53,511 | | | | | $ | 49,888 | | | | | $ | 46,779 | | | | | $ | 41,700 | | |
Provision for credit losses
|
| | | | 1,274 | | | | | | 226 | | | | | | 27 | | | | | | 2,280 | | | | | | 2,800 | | | | | | 2,750 | | | | | | 4,900 | | |
Non-interest income (loss)
|
| | | | 4,335 | | | | | | 3,160 | | | | | | 6,123 | | | | | | 7,065 | | | | | | 3,958 | | | | | | 3,375 | | | | | | (7,225 ) | | |
Non-interest expense
|
| | | | 23,710 | | | | | | 23,903 | | | | | | 47,895 | | | | | | 46,452 | | | | | | 38,409 | | | | | | 31,437 | | | | | | 33,889 | | |
Income tax expense
(credit) |
| | | | 3,593 | | | | | | 2,476 | | | | | | 5,258 | | | | | | 4,814 | | | | | | 5,047 | | | | | | 6,551 | | | | | | (2,252 ) | | |
Net income (loss)
|
| | | | 5,426 | | | | | | 3,616 | | | | | | 8,003 | | | | | | 7,030 | | | | | | 7,590 | | | | | | 9,416 | | | | | | (2,062 ) | | |
Net income (loss) per share | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Basic
|
| | | | 0.46 | | | | | | 0.28 | | | | | | 0.63 | | | | | | 0.69 | | | | | | 0.81 | | | | | | 1.06 | | | | | | (0.23 ) | | |
Diluted
|
| | | | 0.45 | | | | | | 0.28 | | | | | | 0.63 | | | | | | 0.69 | | | | | | 0.81 | | | | | | 1.06 | | | | | | (0.23 ) | | |
Common Dividends declared per share
|
| | | | 0.28 | | | | | | 0.28 | | | | | | 0.56 | | | | | | 0.56 | | | | | | 0.54 | | | | | | 0.48 | | | | | | 0.48 | | |
| | |
As of and for the
Six Months Ended June 30, |
| |
As of and for the
Years Ended December 31, |
| ||||||||||||||||||||||||||||||||||||
| | |
2017
|
| |
2016
|
| |
2016
|
| |
2015
|
| |
2014
|
| |
2013
|
| |
2012
|
| |||||||||||||||||||||
Selected Financial Ratios and Other Data: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Return (loss) on average assets
|
| | | | 0.61 % | | | | | | 0.43 % | | | | | | 0.47 % | | | | | | 0.48 % | | | | | | 0.61 % | | | | | | 0.80 % | | | | | | (0.17 )% | | |
Return (loss) on average stockholders’ equity
|
| | | | 8.17 | | | | | | 5.47 | | | | | | 6.11 | | | | | | 6.52 | | | | | | 7.42 | | | | | | 10.18 | | | | | | (2.26 ) | | |
Non-interest income (loss) to average assets
|
| | | | 0.49 | | | | | | 0.37 | | | | | | 0.36 | | | | | | 0.48 | | | | | | 0.32 | | | | | | 0.29 | | | | | | (0.61 ) | | |
Non-interest expense to average assets
|
| | | | 2.66 | | | | | | 2.82 | | | | | | 2.81 | | | | | | 3.15 | | | | | | 3.09 | | | | | | 2.68 | | | | | | 2.86 | | |
Net interest rate spread
|
| | | | 3.27 | | | | | | 3.10 | | | | | | 3.14 | | | | | | 3.50 | | | | | | 3.94 | | | | | | 3.89 | | | | | | 3.44 | | |
Net interest margin
|
| | | | 3.44 | | | | | | 3.28 | | | | | | 3.32 | | | | | | 3.72 | | | | | | 4.11 | | | | | | 4.06 | | | | | | 3.60 | | |
Ratio of average interest-earning assets to average interest-bearing liabilities
|
| | | | 118.07 | | | | | | 117.91 | | | | | | 118.02 | | | | | | 118.42 | | | | | | 119.75 | | | | | | 118.32 | | | | | | 115.23 | | |
Cash dividend payout ratio
|
| | | | 60.73 | | | | | | 96.13 | | | | | | 86.87 | | | | | | 76.50 | | | | | | 68.67 | | | | | | 45.28 | | | | | | (208.70 ) | | |
Asset Quality Ratios: | | | | | | | | | |||||||||||||||||||||||||||||||||||
Non-accrual loans to total loans at end of period
|
| | | | 0.97 | | | | | | 1.45 | | | | | | 1.23 | | | | | | 1.63 | | | | | | 1.60 | | | | | | 1.98 | | | | | | 2.45 | | |
Allowance for credit losses to non-performing
loans at end of period |
| | | | 116.23 | | | | | | 87.05 | | | | | | 110.59 | | | | | | 76.95 | | | | | | 82.39 | | | | | | 69.74 | | | | | | 54.00 | | |
Allowance for credit losses to total loans at end
of period |
| | | | 1.13 | | | | | | 1.27 | | | | | | 1.14 | | | | | | 1.25 | | | | | | 1.32 | | | | | | 1.38 | | | | | | 1.32 | | |
Capital Ratios: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Stockholders’ equity to total assets at end of period
|
| | | | 7.31 | | | | | | 7.61 | | | | | | 7.63 | | | | | | 8.25 | | | | | | 7.85 | | | | | | 8.28 | | | | | | 7.82 | | |
Average stockholders’ equity to average total assets
|
| | | | 7.45 | | | | | | 7.80 | | | | | | 7.70 | | | | | | 7.30 | | | | | | 8.22 | | | | | | 7.89 | | | | | | 7.72 | | |
Tier 1 capital (to average assets)
(2)
|
| | | | 7.65 | | | | | | 7.88 | | | | | | 8.10 | | | | | | 8.61 | | | | | | 8.33 | | | | | | 8.70 | | | | | | 8.38 | | |
Tier 1 capital (to risk weighted assets)
(2)
|
| | | | 9.63 | | | | | | 10.40 | | | | | | 10.09 | | | | | | 10.81 | | | | | | 10.48 | | | | | | 12.41 | | | | | | 12.79 | | |
| | |
As of and for the Six Months
Ended June 30, |
| |
As of and for the Years
Ended December 31, |
| ||||||||||||||||||||||||||||||||||||
| | |
2017
|
| |
2016
|
| |
2016
|
| |
2015
|
| |
2014
|
| |
2013
|
| |
2012
|
| |||||||||||||||||||||
Non-GAAP Reconciliation (Unaudited) | | | | | | | | | |||||||||||||||||||||||||||||||||||
Net interest income
|
| | | | 29,668 | | | | | | 27,061 | | | | | | 55,060 | | | | | | 53,511 | | | | | | 49,888 | | | | | | 46,779 | | | | | | 41,700 | | |
Non-interest income
|
| | | | 4,335 | | | | | | 3,160 | | | | | | 6,123 | | | | | | 7,065 | | | | | | 3,958 | | | | | | 3,375 | | | | | | (7,225 ) | | |
Net revenue
|
| | | | 34,003 | | | | | | 30,221 | | | | | | 61,183 | | | | | | 60,576 | | | | | | 53,846 | | | | | | 50,154 | | | | | | 34,475 | | |
| | |
BCB Common Stock
|
| |||||||||||||||
| | |
High
|
| |
Low
|
| |
Cash
Dividends Declared |
| |||||||||
2015 | | | | | | | | | | | | | | | | | | | |
First Quarter
|
| | | $ | 12.47 | | | | | $ | 11.11 | | | | | $ | 0.14 | | |
Second Quarter
|
| | | | 12.50 | | | | | | 11.74 | | | | | | 0.14 | | |
Third Quarter
|
| | | | 12.29 | | | | | | 9.74 | | | | | | 0.14 | | |
Fourth Quarter
|
| | | | 11.33 | | | | | | 9.70 | | | | | | 0.14 | | |
2016 | | | | | | | | | | | | | | | | | | | |
First Quarter
|
| | | $ | 10.76 | | | | | $ | 9.75 | | | | | $ | 0.14 | | |
Second Quarter
|
| | | | 10.60 | | | | | | 9.97 | | | | | | 0.14 | | |
Third Quarter
|
| | | | 11.30 | | | | | | 10.18 | | | | | | 0.14 | | |
Fourth Quarter
|
| | | | 13.50 | | | | | | 11.01 | | | | | | 0.14 | | |
2017 | | | | | |||||||||||||||
First Quarter
|
| | | $ | 17.05 | | | | | $ | 12.70 | | | | | $ | 0.14 | | |
Second Quarter
|
| | | | 16.60 | | | | | | 14.75 | | | | | | 0.14 | | |
Third Quarter (through [•], 2017)
|
| | | | [•] | | | | | | [•] | | | | | | 0.14 | | |
| | | | | | | | |
Selected Companies
(4)
|
| |||||||||||||||||||||
| | |
IAB
(1)
|
| |
Bottom
Quartile |
| |
Median
|
| |
Average
|
| |
Top
Quartile |
| |||||||||||||||
LTM Core Return on Average Assets
(2)
|
| | | | (0.41 %) | | | | | | 0.26 % | | | | | | 0.31 % | | | | | | 0.27 % | | | | | | 0.36 % | | |
LTM Core Return on Average Equity
(2)
|
| | | | (4.96 %) | | | | | | 2.36 % | | | | | | 3.40 % | | | | | | 2.63 % | | | | | | 3.87 % | | |
LTM Core Return on Average Tangible Common
Equity (2) |
| | | | (4.96 %) | | | | | | 2.36 % | | | | | | 3.65 % | | | | | | 2.73 % | | | | | | 4.10 % | | |
LTM Net Interest Margin
|
| | | | 3.56 % | | | | | | 3.09 % | | | | | | 3.28 % | | | | | | 3.46 % | | | | | | 3.94 % | | |
LTM Fee Income / Revenue Ratio
(3)
|
| | | | 15.9 % | | | | | | 8.1 % | | | | | | 10.9 % | | | | | | 11.5 % | | | | | | 14.0 % | | |
LTM Efficiency Ratio
|
| | | | 104.9 % | | | | | | 86.9 % | | | | | | 81.9 % | | | | | | 85.1 % | | | | | | 79.4 % | | |
| | | | | | | | |
Selected Companies
(2)
|
| |||||||||||||||||||||
| | |
IAB
(1)
|
| |
Bottom
Quartile |
| |
Median
|
| |
Average
|
| |
Bottom
Quartile |
| |||||||||||||||
Tangible Common Equity / Tangible Assets
|
| | | | 8.07 % | | | | | | 6.70 % | | | | | | 8.69 % | | | | | | 8.50 % | | | | | | 9.09 % | | |
Total Capital Ratio
|
| | | | 10.74 % | | | | | | 12.04 % | | | | | | 13.34 % | | | | | | 15.08 % | | | | | | 18.42 % | | |
Loans / Deposits
|
| | | | 99.6 % | | | | | | 75.6 % | | | | | | 90.4 % | | | | | | 86.0 % | | | | | | 99.4 % | | |
Loan Loss Reserve / Gross Loans
|
| | | | 1.07 % | | | | | | 1.09 % | | | | | | 1.14 % | | | | | | 1.19 % | | | | | | 1.25 % | | |
Nonperforming Assets / Loans + OREO
|
| | | | 3.69 % | | | | | | 3.96 % | | | | | | 3.86 % | | | | | | 3.94 % | | | | | | 3.77 % | | |
LTM Net Charge-Offs / Average Loans
|
| | | | 0.35 % | | | | | | 0.09 % | | | | | | 0.05 % | | | | | | 0.09 % | | | | | | 0.00 % | | |
| | |
Selected Companies
|
| |||||||||||||||||||||
| | |
Bottom
Quartile |
| |
Median
|
| |
Average
|
| |
Top
Quartile |
| ||||||||||||
One-Year Stock Price Change
|
| | | | (2.0 %) | | | | | | 20.7 % | | | | | | 19.0 % | | | | | | 35.0 % | | |
Year-To-Date Stock Price Change
|
| | | | 9.7 % | | | | | | 16.9 % | | | | | | 22.9 % | | | | | | 32.0 % | | |
Stock Price / Book Value per Share
|
| | | | 0.92x | | | | | | 0.97x | | | | | | 0.98x | | | | | | 1.11x | | |
Stock Price / Tangible Book Value per Share
|
| | | | 0.93x | | | | | | 0.98x | | | | | | 0.99x | | | | | | 1.11x | | |
Stock Price / LTM EPS
|
| | | | 16.7x | | | | | | 19.6x | | | | | | 19.4x | | | | | | 22.4x | | |
Dividend Yield
|
| | | | 0.0 % | | | | | | 0.2 % | | | | | | 0.9 % | | | | | | 1.3 % | | |
LTM Dividend Payout
|
| | | | 0.0 % | | | | | | 1.7 % | | | | | | 18.6 % | | | | | | 36.3 % | | |
| Kearny Financial Corp. | | | ConnectOne Bancorp, Inc. | |
| Bridge Bancorp, Inc. | | |
Peapack-Gladstone Financial Corporation
|
|
| Northfield Bancorp, Inc. | | | First of Long Island Corporation | |
| Sun Bancorp, Inc. | | | Clifton Bancorp Inc. | |
| First Bank | | | 1st Constitution Bancorp | |
| | | | | | | | |
Selected Companies
(4)
|
| |||||||||||||||||||||
| | |
BCB
|
| |
Bottom
Quartile |
| |
Median
|
| |
Average
|
| |
Top
Quartile |
| |||||||||||||||
LTM Core Return on Average Assets
(1)(2)
|
| | | | 0.53 % | | | | | | 0.49 % | | | | | | 0.72 % | | | | | | 0.69 % | | | | | | 0.90 % | | |
LTM Core Return on Average Equity
(1)(2)
|
| | | | 6.95 % | | | | | | 3.60 % | | | | | | 6.92 % | | | | | | 6.40 % | | | | | | 9.27 % | | |
LTM Core Return on Average Tangible Common
Equity (1)(2) |
| | | | 7.12 % | | | | | | 4.06 % | | | | | | 8.13 % | | | | | | 7.25 % | | | | | | 10.04 % | | |
LTM Net Interest Margin
|
| | | | 3.30 % | | | | | | 2.76 % | | | | | | 2.97 % | | | | | | 3.00 % | | | | | | 3.30 % | | |
LTM Fee Income / Revenue Ratio
(3)
|
| | | | 9.7 % | | | | | | 6.5 % | | | | | | 10.2 % | | | | | | 11.3 % | | | | | | 16.0 % | | |
LTM Efficiency Ratio
|
| | | | 76.6 % | | | | | | 68.1 % | | | | | | 58.5 % | | | | | | 61.8 % | | | | | | 55.9 % | | |
| | | | | |
Selected Companies
(1)
|
| |||||||||||||||||||||
| | |
BCB
|
| |
Bottom
Quartile |
| |
Median
|
| |
Average
|
| |
Top
Quartile |
| ||||||||||||
Tangible Common Equity / Tangible Assets
|
| |
6.54% / 7.03%
(1)
|
| | | | 8.61 % | | | | | | 9.25 % | | | | | | 12.23 % | | | | | | 14.85 % | | |
Leverage Ratio
|
| |
7.61% / 8.10%
(1)
|
| | | | 8.70 % | | | | | | 10.45 % | | | | | | 12.85 % | | | | | | 15.34 % | | |
Total Capital Ratio
|
| |
10.80% / 11.46%
(1)
|
| | | | 13.49 % | | | | | | 15.50 % | | | | | | 19.24 % | | | | | | 21.25 % | | |
Loans / Deposits
|
| |
102.1%
|
| | | | 94.0 % | | | | | | 99.1 % | | | | | | 100.5 % | | | | | | 108.7 % | | |
Loan Loss Reserve / Gross Loans
|
| |
1.13%
|
| | | | 0.85 % | | | | | | 0.98 % | | | | | | 0.94 % | | | | | | 1.08 % | | |
Nonperforming Assets / Loans + OREO
|
| |
2.70%
|
| | | | 0.87 % | | | | | | 0.74 % | | | | | | 0.86 % | | | | | | 0.46 % | | |
LTM Net Charge-Offs / Average Loans
|
| |
0.07%
|
| | | | 0.05 % | | | | | | 0.03 % | | | | | | 0.14 % | | | | | | 0.02 % | | |
| | | | | |
Selected Companies
|
| |||||||||||||||||||||
| | |
BCB
|
| |
Bottom
Quartile |
| |
Median
|
| |
Average
|
| |
Top
Quartile |
| ||||||||||||
One-Year Stock Price Change
|
| |
47.8%
|
| | | | 7.8 % | | | | | | 23.3 % | | | | | | 27.0 % | | | | | | 37.3 % | | |
Year-To-Date Stock Price Change
|
| |
20.4%
|
| | | | (11.9 %) | | | | | | (7.0 %) | | | | | | (8.3 %) | | | | | | (4.4 %) | | |
Stock Price / Book Value per Share
|
| |
1.50x / 1.47x
(1)
|
| | | | 1.28x | | | | | | 1.37x | | | | | | 1.42x | | | | | | 1.51x | | |
Stock Price / Tangible Book Value per Share
|
| |
1.50x / 1.47x
(1)
|
| | | | 1.39x | | | | | | 1.51x | | | | | | 1.58x | | | | | | 1.76x | | |
Stock Price / LTM EPS
(2)
|
| |
21.7x
|
| | | | 17.1x | | | | | | 17.8x | | | | | | 18.9x | | | | | | 20.4x | | |
Stock Price / 2017 Estimated EPS
|
| |
15.3x / 15.8x
(1)
|
| | | | 16.1x | | | | | | 16.7x | | | | | | 17.7x | | | | | | 18.1x | | |
Stock Price / 2018 Estimated EPS
|
| |
12.5x / 13.3x
(1)
|
| | | | 12.7x | | | | | | 14.6x | | | | | | 15.2x | | | | | | 15.1x | | |
Dividend Yield
|
| |
3.6%
|
| | | | 0.7 % | | | | | | 1.3 % | | | | | | 1.3 % | | | | | | 1.8 % | | |
LTM Dividend Payout
|
| |
77.8%
|
| | | | 14.0 % | | | | | | 34.9 % | | | | | | 38.5 % | | | | | | 46.5 % | | |
Acquiror
|
| |
Acquired Company
|
| |
Announcement Date
|
|
First Guaranty Bancshares, Inc. | | | Premier Bancshares, Inc. | | | 1/30/2017 | |
Suncrest Bank | | | Security First Bank | | | 9/2/2016 | |
United Community Bancorp, Inc. | | | Illini Corporation | | | 6/8/2016 | |
Mackinac Financial Corporation | | | First National Bank of Eagle River | | | 1/19/2016 | |
County Bancorp, Inc. | | | Fox River Valley Bancorp, Inc. | | | 11/20/2015 | |
HCBF Holding Company, Inc. | | | OGS Investments, Inc. | | | 7/20/2015 | |
Heartland Financial USA, Inc. | | |
Community Bancorporation of New Mexico, Inc.
|
| | 4/16/2015 | |
Wintrust Financial Corporation | | | Suburban Illinois Bancorp, Inc. | | | 4/2/2015 | |
Wintrust Financial Corporation | | | North Bank | | | 3/30/2015 | |
National Bank Holdings Corporation
|
| | Pine River Bank Corp. | | | 1/30/2015 | |
| | | | | |
Selected Transactions
|
| |||||||||||||||||||||
| | |
IAB
|
| |
Bottom
Quartile |
| |
Median
|
| |
Average
|
| |
Top
Quartile |
| ||||||||||||
Transaction Value / Tangible Book Value (%)
|
| |
1.07x
(1)
|
| | | | 1.11x | | | | | | 1.20x | | | | | | 1.26x | | | | | | 1.39x | | |
Core Deposit Premium (%)
|
| |
0.8%
(1)
|
| | | | 2.1 % | | | | | | 3.0 % | | | | | | 2.7 % | | | | | | 3.3 % | | |
Transaction Value / LTM Earnings (x)
|
| |
NM
(2)
|
| | | | 36.6x | | | | | | 43.6x | | | | | | 42.4x | | | | | | 48.4x | | |
| | |
BCB as a
% of Total |
| |
IAB as a
% of Total |
| ||||||
Ownership (Excluding Conversion of IAB Series C Preferred) | | | | ||||||||||
80% stock / 20% cash
|
| | | | 95.0 % | | | | | | 5.0 % | | |
100% stock
|
| | | | 93.8 % | | | | | | 6.2 % | | |
Ownership (Including Conversion of IAB Series C Preferred) | | | | ||||||||||
80% stock / 20% cash
|
| | | | 94.4 % | | | | | | 5.6 % | | |
100% stock
|
| | | | 93.2 % | | | | | | 6.8 % | | |
Balance Sheet | | | | ||||||||||
Total Assets
|
| | | | 88.5 % | | | | | | 11.5 % | | |
Gross Loans Held For Investment
|
| | | | 89.1 % | | | | | | 10.9 % | | |
Deposits
|
| | | | 88.6 % | | | | | | 11.4 % | | |
Tangible Common Equity
|
| | | | 91.5 % (1) | | | | | | 8.5 % | | |
Tangible Common Equity + IAB Series C Preferred
|
| | | | 90.9 % (1) | | | | | | 9.1 % (2) | | |
Income Statement | | | | ||||||||||
LTM GAAP Net Income
|
| | | | NM | | | | | | NM | | |
2017 GAAP Net Income to Common
|
| | | | 94.4 % (1) | | | | | | 5.6 % | | |
2017 GAAP Net Income to Common (IAB Series D Preferred Dividend Resumed)
|
| | | | 97.5 % (1) | | | | | | 2.5 % (3) | | |
2018 GAAP Net Income to Common
|
| | | | 95.2 % (1) | | | | | | 4.8 % | | |
2018 GAAP Net Income to Common (IAB Series D Preferred Dividend Resumed)
|
| | | | 97.8 % (1) | | | | | | 2.2 % (3) | | |
Name
|
| |
Golden Parachute Compensation
|
| |||||||||
|
Cash
($) (1) |
| |
Total
($) |
| ||||||||
James Atieh
President & CEO |
| | | $ | 17,308 | | | | | $ | 17,308 | | |
Julie Nuttall
SVP, Treasurer & CFO |
| | | $ | 40,000 | | | | | | 40,000 | | |
Vincent Bagarozza
SVP Chief Lending Officer |
| | | $ | 29,177 | | | | | | 29,177 | | |
| | |
IAB
|
| |
BCB
|
|
Capitalization:
|
| | Under IAB’s certificate of incorporation, IAB is authorized to issue 25 million shares of capital stock, consisting of 20 million shares of common stock and 5 million shares of preferred stock. As of June 5, 2017, there were 4,179,851 issued and outstanding shares of common stock (not including shares reserved for issuance upon the exercise of outstanding stock options), 438,889 issued and outstanding shares of Series C Preferred Stock, and 6,465 issued and outstanding shares of Series D Preferred Stock. | | | Under BCB’s certificate of incorporation, BCB is authorized to issue 30 million shares of stock consisting of 10 million shares of preferred stock and 20 million shares of common stock. As of May 22, 2017, there were issued 13,831,203 and outstanding 11,300,740 shares of BCB common stock and 1,217 shares of preferred stock issued and outstanding. | |
Corporate Governance:
|
| | The rights of IAB shareholders are governed by New Jersey law and the certificate of incorporation and bylaws of IAB. | | | The rights of BCB shareholders are governed by New Jersey law, and the certificate of incorporation and bylaws of BCB. | |
Board of Directors:
|
| |
The NJBCA requires that a corporation have at least one director and permits the certificate of incorporation or bylaws to govern the number and term of directors.
IAB’s bylaws and certificate of incorporation provide that the maximum size of the IAB board of directors is 15 directors, as set from time to time by resolution of two-thirds of the IAB board of directors or shareholders. IAB’s certificate of incorporation states that the directors shall be divided into three classes, each class to be
|
| |
The NJBCA requires that a corporation have at least one director and permits the certificate of incorporation or bylaws to govern the number and term of directors.
BCB’s by-laws provide that the minimum size of the BCB board of directors is one and the maximum size is 25 directors, as set from time to time by the BCB board of directors or shareholders. BCB’s certificate of incorporation states that the directors shall be divided into three classes, each class to be elected for a term of office to expire at the third succeeding
|
|
| | |
IAB
|
| |
BCB
|
|
| | |
elected for a term of three years and until their successors are elected and qualified.
There are currently six directors on the IAB board of directors.
|
| |
annual meeting of shareholders after their election.
There are currently 11 directors on the BCB board of directors.
|
|
Election of Directors:
|
| |
The NJBCA and IAB’s bylaws provide that directors are to be elected by a plurality of votes cast by the shares entitled to vote in the election at a meeting at which a quorum is present.
Each director of IAB is elected for a three-year term or until his successor shall have been elected and qualified. This means that one-third of the IAB board of directors is elected at each annual meeting of the shareholders.
The NJBCA and IAB’s organizational documents do not provide for shareholders to cumulate their votes for directors.
IAB’s certificate of incorporation provides that any director or the entire board of directors may be removed from office at any time, with cause, by the vote of the holders of the 80% of the shares then issued and outstanding and entitled to vote in the election of directors. The board is also entitled to remove directors, with cause.
|
| |
The NJBCA and BCB’s bylaws provide that directors are to be elected by a plurality of votes cast by the shares entitled to vote in the election at a meeting at which a quorum is present.
Each director of BCB is elected for a three-year term or until his successor shall have been elected and qualified. This means that one-third of the BCB board of directors is elected at each annual meeting of the shareholders.
The NJBCA and BCB’s organizational documents do not provide for shareholders to cumulate their votes for directors.
BCB’s by-laws provide that any director or the entire board of directors may be removed from office at any time, with or without cause, by the vote of the holders of the majority of the shares then issued and outstanding and entitled to vote in the election of directors.
|
|
Board Vacancies:
|
| | IAB’s bylaws and certificate of incorporation provide that vacancies shall be filled by a majority vote of the directors then in office; any directors so elected will hold office for a term expiring at the next annual meeting of shareholders. | | | BCB’s by-laws state that any vacancies existing on the board of directors may be filled by a majority of the directors then in office, although less than a quorum, or by a sole remaining director, or by a vote of the shareholders. | |
Vote Required for Certain Shareholder Actions and Quorum Requirement:
|
| | The NJBCA and IAB’s bylaws provide that, for purposes of a shareholder meeting, a quorum consists of at least a majority of the votes that are entitled to vote at such meeting. | | | The NJBCA and BCB’s by-laws provide that, for purposes of a shareholder meeting, a quorum with respect to a particular matter consists of at least a majority of the votes that are entitled to vote at such meeting. | |
| | |
IAB
|
| |
BCB
|
|
Amendment of Certificate of incorporation:
|
| | The NJBCA provides for the general amendment of a certificate of incorporation by the following process: the board of directors shall approve the proposed amendment and submit it to a vote at a meeting of the shareholders; written notice of the proposed amendment shall be given to the shareholders of record; the amendment will be adopted by the affirmative vote of a majority of the shares entitled to vote thereon as well as the affirmative vote of a majority of any class or series of shares entitled to vote thereon as a class. | | | The NJBCA provides for the general amendment of a certificate of incorporation by the following process: the board of directors shall approve the proposed amendment and submit it to a vote at a meeting of the shareholders; written notice of the proposed amendment shall be given to the shareholders of record; the amendment will be adopted by the affirmative vote of a majority of the shares entitled to vote thereon as well as the affirmative vote of a majority of any class or series of shares entitled to vote thereon as a class. | |
| | |
The NJBCA provides that a certificate of incorporation may be amended by action of the board with respect to the following provisions: a change to the registered office or registered agent of the corporation; modifications to provisions regarding the transfer to one or more persons all or any part of management otherwise within the authority of the board which have been invalidated due to the transfer of shares to a person who does not have notice of the provisions regarding transfer, or the listing of shares on a national securities exchange; any issuance of shares in classes or series; any issuance or authorization of shares or bonds convertible into shares, if approved by shareholders; any issuance of a share dividend, division or combination; and any reduction in the number of authorized shares following the conversion or, if prohibited from reissuance, cancellation of shares.
The IAB certificate of incorporation provides that certain provisions require the affirmative vote of 80% of the outstanding shares of capital stock entitled to vote in the election of directors. This includes provisions addressing the following: preemptive rights; meetings of shareholders, cumulative voting and proxies; notices for shareholder nominations
|
| | The NJBCA provides that a certificate of incorporation may be amended by action of the board with respect to the following provisions: a change to the registered office or registered agent of the corporation; modifications to provisions regarding the transfer to one or more persons all or any part of management otherwise within the authority of the board which have been invalidated due to the transfer of shares to a person who does not have notice of the provisions regarding transfer, or the listing of shares on a national securities exchange; any issuance of shares in classes or series; any issuance or authorization of shares or bonds convertible into shares, if approved by shareholders; any issuance of a share dividend, division or combination; and any reduction in the number of authorized shares following the conversion or, if prohibited from reissuance, cancellation of shares. | |
| | |
IAB
|
| |
BCB
|
|
| | | and proposals; terms and elections of directors; removal of directors; certain limitations on voting rights; approvals of business combinations; shareholder approval of certain transactions; elimination of directors’ and officers’ liability; indemnification; amendment of the bylaws; and amendment of the certificate of incorporation. | | | | |
Amendment of Bylaws:
|
| |
The NJBCA law provides that by-laws may be made, altered or repealed by the board of directors or by the shareholders.
IAB’s bylaws and certificate of incorporation provide that bylaws may be altered, amended or repealed by the vote of a majority of directors then in office at a meeting or altered or repealed by the vote of 80% of the outstanding shares of capital stock entitled to vote in the election of directors.
|
| |
The NJBCA law provides that by-laws may be made, altered or repealed by the board of directors or by the shareholders.
BCB’s by-laws provide that by-laws may be made, amended or repealed by the vote of a majority of directors then in office or by the vote of a majority of stock then outstanding and entitled to vote.
|
|
Special Meetings of Shareholders:
|
| |
The NJBCA provides that special meetings of the shareholders may be called by the president or the board of directors, by shareholders entitled to cast at least 10% of the votes that all shareholders are entitled to cast at such meeting, by the Superior Court or by such officers or other persons as may be provided in the bylaws.
IAB’s certificate of incorporation provide that special meetings of shareholders may be called by the president, board of directors, or a duly designated committee of the board of directors.
|
| |
The NJBCA provides that special meetings of the shareholders may be called by the president or the board of directors, by shareholders entitled to cast at least 10% of the votes that all shareholders are entitled to cast at such meeting, by the Superior Court or by such officers or other persons as may be provided in the bylaws.
BCB’s by-laws provide that special meetings of shareholders may be called by the chairman of the board of directors, the president, or a majority of the board of directors, or holders of 10%.
|
|
Nomination of Directors:
|
| | Neither the NJBCA nor IAB’s bylaws or certificate of incorporation provide for shareholder nominations for directors. | | | Neither the NJBCA nor BCB’s bylaws or certificate of incorporation provide for shareholder nominations for directors. It is the policy of the Nominating and Corporate Governance Committee of the board of directors to consider director candidates recommended by shareholders who appear to be qualified to serve on the board. | |
| | |
IAB
|
| |
BCB
|
|
Shareholder Proposal of Business:
|
| | The NJBCA and IAB’s organizational documents do not provide for the proposal of business by shareholders. | | |
The NJBCA and BCB’s organizational documents do not provide for the proposal of business by shareholders
|
|
Indemnification; Limitation on Director Liability:
|
| |
The NJBCA grants each company organized thereunder the power to indemnify any person who is or was a director, officer, employee or agent of a corporation against expenses and liabilities in connection with any proceeding involving the person by reason of their being or having been such an agent of the company, if the person (1) acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, and (2) with respect to any criminal proceeding, such agent had no reasonable cause to believe his conduct was unlawful. Such indemnification requires a determination that indemnification is proper because the agent met the standard of conduct set forth above; such determination may be made by a majority vote of a quorum of directors (excluding those party to the proceeding); independent legal counsel; or shareholders (if so permitted by the company’s organizational documents).
However, no indemnification shall be provided for any claim, issue or matter in which such an agent is adjudged to be liable to the corporation, unless and only to the extent that the Superior Court or the court in which such proceeding was brought shall determine upon application that despite the adjudication of liability, but in view of all circumstances of the case, such corporate agent is fairly and reasonably entitled to indemnity for such expenses as the Superior Court or such other court shall deem proper.
The NJBCA further requires each company organized thereunder to
|
| |
The NJBCA grants each company organized thereunder the power to indemnify any person who is or was a director, officer, employee or agent of a corporation against expenses and liabilities in connection with any proceeding involving the person by reason of their being or having been such an agent of the company, if the person (1) acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, and (2) with respect to any criminal proceeding, such agent had no reasonable cause to believe his conduct was unlawful. Such indemnification requires a determination that indemnification is proper because the agent met the standard of conduct set forth above; such determination may be made by a majority vote of a quorum of directors (excluding those party to the proceeding); independent legal counsel; or shareholders (if so permitted by the company’s organizational documents).
However, no indemnification shall be provided for any claim, issue or matter in which such an agent is adjudged to be liable to the corporation, unless and only to the extent that the Superior Court or the court in which such proceeding was brought shall determine upon application that despite the adjudication of liability, but in view of all circumstances of the case, such corporate agent is fairly and reasonably entitled to indemnity for such expenses as the Superior Court or such other court shall deem proper.
The NJBCA further requires each company organized thereunder to indemnify a corporate agent against expenses to the extent that such
|
|
| | |
IAB
|
| |
BCB
|
|
| | |
indemnify a corporate agent against expenses to the extent that such corporate agent has been successful on the merits or otherwise in any proceeding referred to above.
The NJBCA provides that if a company fails to provide indemnification as required or permitted by the above, a corporate agent can apply to a court of an award of indemnification; the court may award indemnification (notwithstanding a contrary determination regarding whether the agent met the standard of conduct by the board, legal counsel or the shareholders) or reasonable expenses (if the court finds the corporate agent has raised genuine issues of fact or law.)
The NJBCA permits companies to advance certain expenses in connection with the above.
The NJBCA permits companies to purchase and maintain indemnification insurance for any corporate agent against expenses and liabilities in connection with any proceeding involving the person by reason of their being or having been such an agent of the company, even if the company would not otherwise be permitted to indemnify such agent consistent with the above.
IAB’s certificate of incorporation provides that IAB will indemnify its officers and directors to the fullest extent permitted by law, including advancing or reimbursing attorneys’ fees if the agent executes a written undertaking to repay such amount if it is ultimately determined that he is not entitled to indemnification under New Jersey law.
IAB is permitted but not required to obtain insurance on behalf of a director or officer against any liability incurred in such position,
|
| |
corporate agent has been successful on the merits or otherwise in any proceeding referred to above.
The NJBCA provides that if a company fails to provide indemnification as required or permitted by the above, a corporate agent can apply to a court of an award of indemnification; the court may award indemnification (notwithstanding a contrary determination regarding whether the agent met the standard of conduct by the board, legal counsel or the shareholders) or reasonable expenses (if the court finds the corporate agent has raised genuine issues of fact or law.)
The NJBCA permits companies to advance certain expenses in connection with the above.
The NJBCA permits companies to purchase and maintain indemnification insurance for any corporate agent against expenses and liabilities in connection with any proceeding involving the person by reason of their being or having been such an agent of the company, even if the company would not otherwise be permitted to indemnify such agent consistent with the above.
BCB’s organizational documents provide that BCB will indemnify its officers and directors to the fullest extent permitted by law, including advancing or reimbursing attorneys’ fees if the agent executes a written undertaking to repay such amount if a judgment or other final adjudication adverse to the director or officer establishes that his acts or omissions (1) constitute a breach of his duty of loyalty to the corporation or its shareholders, (2) were not in good faith, (3) involved a knowing violation of law, (4) resulted in his receiving an improper personal benefit, or (5) were otherwise of such a character that
|
|
| | |
IAB
|
| |
BCB
|
|
| | |
whether or not the company would have power to indemnify such director or officer.
IAB’s certificate of incorporation eliminates personal liability for directors and officers for breaches of duties owed to IAB or its stockholders to the fullest extent permitted by law, except where such breaches are based on acts or omissions (1) in breach of the director’s or officer’s duty of loyalty, (2) not in good faith or involving a knowing violation of law, or (3) resulting in receipt by such person of an improper personal benefit.
|
| |
New Jersey law would require that such amount be repaid.
BCB is permitted but not required to obtain insurance on behalf of a director or officer against any liability incurred in such position, whether or not the company would have power to indemnify such director or officer.
BCB’s certificate of incorporation eliminates personal liability for directors and officers for breaches of duties owed to IAB or its stockholders to the fullest extent permitted by law, except where such breaches are based on acts or omissions (1) in breach of the director’s or officer’s duty of loyalty, (2) not in good faith or involving a knowing violation of law, or (3) resulting in receipt by such person of an improper personal benefit.
|
|
Shareholders’ Rights of Dissent and Appraisal:
|
| | Under the NJBCA, a shareholder of a New Jersey corporation has a right to dissent from (1) a plan of merger or consolidation, except (i) with respect to shares of a class or series that are listed on a national securities exchange or held of record by not less than 1,000 holders, or shares which will, pursuant to the plan of merger or consolidation, be exchanged for either cash, securities which will be listed on a national securities exchange or held of record by not less than 1,000 holders, or cash and such securities, (ii) if the shares in question were not required to approve the plan of merger; (2) sale, lease, exchange or other disposition of all or substantially all of the assets of a company, except (i) with respect to shares of a class or series that are listed on a national securities exchange or held of record by not less than 1,000 holders or (ii) if the transaction includes a plan of dissolution of the corporation which provides for distribution of substantially all of its net assets to shareholders in accordance with their | | | Under the NJBCA, a shareholder of a New Jersey corporation has a right to dissent from (1) a plan of merger or consolidation, except (i) with respect to shares of a class or series that are listed on a national securities exchange or held of record by not less than 1,000 holders, or shares which will, pursuant to the plan of merger or consolidation, be exchanged for either cash, securities which will be listed on a national securities exchange or held of record by not less than 1,000 holders, or cash and such securities, (ii) if the shares in question were not required to approve the plan of merger; (2) sale, lease, exchange or other disposition of all or substantially all of the assets of a company, except (i) with respect to shares of a class or series that are listed on a national securities exchange or held of record by not less than 1,000 holders or (ii) if the transaction includes a plan of dissolution of the corporation which provides for distribution of substantially all of its net assets to shareholders in accordance with their respective | |
| | |
IAB
|
| |
BCB
|
|
| | |
respective interests within one year after the date of such transaction, where such transaction is wholly for cash, securities (which will be listed on a national securities exchange or held of record by not less than 1,000 holders), or cash and such securities; and (3) a sale pursuant to a court order.
IAB’s organizational documents do not provide for additional rights of dissent.
|
| |
interests within one year after the date of such transaction, where such transaction is wholly for cash, securities (which will be listed on a national securities exchange or held of record by not less than 1,000 holders), or cash and such securities; and (3) a sale pursuant to a court order.
BCB’s organizational documents do not provide for additional rights of dissent.
|
|
Beneficial Owner
|
| |
Amount and
Nature of Beneficial Ownership at August 21, 2017 (1) |
| |
Percent of
Class |
| ||||||
Directors and Certain Executive Officers: | | | | ||||||||||
James Atieh,
President and CEO, Director
|
| | | | 1,000 | | | | | | * | | |
Julie Nuttall,
CFO
|
| | | | 0 | | | | | | * | | |
Anil Bansal,
Director
|
| | | | 655,250 | | | | | | 15.68 % | | |
Raghuvir Gupta,
Director
|
| | | | 30,000 | | | | | | * | | |
Meenakshi Khanna,
Director
|
| | | | 53,500 (2) | | | | | | 1.28 % | | |
J. Wilson Mitchell,
Director
|
| | | | 10,000 | | | | | | * | | |
Hemant Patel,
Director
|
| | | | 150,000 | | | | | | 3.59 % | | |
Richard Roberto,
Director
|
| | | | 10,000 | | | | | | * | | |
All directors and executive officers as a group (8 persons)
|
| | | | 909,750 | | | | | | 21.77 % | | |
| | | | | |
Page
|
| |||
| | | | | | AI-1 | | | ||
| | Merger | | | | | AI-1 | | | |
| | | | | | AI-1 | | | ||
| | | | | | AI-1 | | | ||
| | Charter | | | | | AI-2 | | | |
| | Bylaws | | | | | AI-2 | | | |
| | | | | | AI-2 | | | ||
| | | | | | AI-2 | | | ||
ARTICLE 2 | | | | | |
|
| | ||
| | | | | | AI-2 | | | ||
| | Proration | | | | | AI-4 | | | |
| | | | | | AI-5 | | | ||
| | | | | | AI-5 | | | ||
| | | | | | AI-6 | | | ||
| | | | | | AI-6 | | | ||
ARTICLE 3 | | | | | |
|
| | ||
| | | | | | AI-6 | | | ||
| | | | | | AI-7 | | | ||
ARTICLE 4 | | | | | |
|
| | ||
| | | | | | AI-9 | | | ||
| | | | | | AI-10 | | | ||
| | | | | | AI-10 | | | ||
| | | | | | AI-11 | | | ||
| | | | | | AI-12 | | | ||
| | | | | | AI-12 | | | ||
| | | | | | AI-12 | | | ||
| | | | | | AI-13 | | | ||
| | | | | | AI-13 | | | ||
| | | | | | AI-13 | | | ||
| | Assets | | | | | AI-14 | | | |
| | | | | | AI-15 | | | ||
| | | | | | AI-15 | | | ||
| | | | | | AI-16 | | | ||
| | | | | | AI-16 | | | ||
| | | | | | AI-17 | | | ||
| | | | | | AI-17 | | | ||
| | | | | | AI-18 | | | ||
| | | | | | AI-20 | | | ||
| | | | | | AI-21 | | | ||
| | | | | | AI-22 | | | ||
| | | | | | AI-22 | | | ||
| | | | | | AI-22 | | | ||
| | | | | | AI-22 | | |
| | | | | |
Page
|
| |||
| | | | | | AI-23 | | | ||
| | | | | | AI-23 | | | ||
| | | | | | AI-23 | | | ||
| | | | | | AI-23 | | | ||
| | Deposits | | | | | AI-24 | | | |
| | | | | | AI-25 | | | ||
| | Insurance | | | | | AI-25 | | | |
| | OFAC | | | | | AI-25 | | | |
| | | | | | AI-25 | | | ||
| | | | | | AI-25 | | | ||
| | | | | | AI-26 | | | ||
| | | | | | AI-26 | | | ||
| | | | | | AI-26 | | | ||
ARTICLE 5 | | | | | |
|
| | ||
| | | | | | AI-26 | | | ||
| | | | | | AI-26 | | | ||
| | | | | | AI-26 | | | ||
| | | | | | AI-27 | | | ||
| | | | | | AI-27 | | | ||
| | | | | | AI-28 | | | ||
| | | | | | AI-28 | | | ||
| | | | | | AI-28 | | | ||
| | | | | | AI-29 | | | ||
| | | | | | AI-30 | | | ||
| | Reports | | | | | AI-30 | | | |
| | | | | | AI-30 | | | ||
| | | | | | AI-30 | | | ||
| | | | | | AI-30 | | | ||
| | | | | | AI-31 | | | ||
ARTICLE 6 | | | | | |
|
| | ||
| | | | | | AI-31 | | | ||
| | | | | | AI-31 | | | ||
| | | | | | AI-34 | | | ||
| | Reports | | | | | AI-34 | | | |
ARTICLE 7 | | | | | |
|
| | ||
| | | | | | AI-35 | | | ||
| | | | | | AI-36 | | | ||
| | | | | | AI-37 | | | ||
| | | | | | AI-37 | | | ||
| | | | | | AI-38 | | | ||
| | | | | | AI-38 | | | ||
| | | | | | AI-39 | | | ||
| | | | | | AI-39 | | | ||
| | Indemnification | | | | | AI-41 | | |
| | | | | |
Page
|
| |||
| | | | | | AI-42 | | | ||
| | | | | | AI-42 | | | ||
| | | | | | AI-43 | | | ||
| | Dividends | | | | | AI-43 | | | |
| | | | | | AI-43 | | | ||
| | | | | | AI-43 | | | ||
| | | | | | AI-43 | | | ||
| | | | | | AI-44 | | | ||
ARTICLE 8 | | | | | |
|
| | ||
| | | | | | AI-44 | | | ||
| | | | | | AI-45 | | | ||
| | | | | | AI-46 | | | ||
ARTICLE 9 | | | | | |
|
| | ||
| | Termination | | | | | AI-47 | | | |
| | | | | | AI-48 | | | ||
| | | | | | AI-49 | | | ||
ARTICLE 10 | | | | | |
|
| | ||
| | Definitions | | | | | AI-49 | | | |
| | | | | | AI-55 | | | ||
| | Expenses | | | | | AI-57 | | | |
| | | | | | AI-58 | | | ||
| | Amendments | | | | | AI-58 | | | |
| | Waivers | | | | | AI-59 | | | |
| | Assignment | | | | | AI-59 | | | |
| | Notices | | | | | AI-59 | | | |
| | | | | | AI-60 | | | ||
| | | | | | AI-60 | | | ||
| | | | | | AI-60 | | | ||
| | Interpretations | | | | | AI-60 | | | |
| | | | | | AI-61 | | | ||
| | Severability | | | | | AI-61 | | | |
| | Disclosure | | | | | AI-61 | | | |
| | | | | | AI-61 | | |
| | | | | AI-19 | |
| | | | | AI-40 | |
| | | | | AI-44 | |
| | | | | AI-44 | |
| | | | | AI-1 | |
| | | | | AI-25 | |
| | | | | AI-48 | |
| | | | | AI-2 | |
| | | | | AI-1 | |
| | | | | AI-2 | |
| | | | | AI-7 | |
| | | | | AI-48 | |
| | | | | AI-27 | |
| | | | | AI-3 | |
| | | | | AI-3 | |
| | | | | AI-37 | |
| | | | | AI-2 | |
| | | | | AI-3 | |
| | | | | AI-3 | |
| | | | | AI-3 | |
| | | | | AI-4 | |
| | | | | AI-3 | |
| | | | | AI-35 | |
| | | | | AI-60 |
| | | | | AI-1 | |
| | | | | AI-43 | |
| | | | | AI-4 | |
| | | | | AI-39 | |
| | | | | AI-16 | |
| | | | | AI-22 | |
| | | | | AI-48 | |
| | | | | AI-18 | |
| | | | | AI-1 | |
| | | | | AI-6 | |
| | | | | AI-7 | |
| | | | | AI-6, AI- 7 | |
| | | | | AI-6 | |
| | | | | AI-7 | |
| | | | | AI-3 | |
| | | | | AI-12 | |
| | | | | AI-12 | |
| | | | | AI-48 | |
| | | | | AI-6 | |
| | | | | AI-6 | |
| | | | | AI-1 | |
| | | | | AI-2 | |
| | | | | AI-11 | |
| | | | | AI-18 | |
| | | | | AI-21 | |
| | | | | AI-35 | |
| | | | | AI-22 | |
| | | | | AI-35 | |
| | | | | AI-5 | |
| | | | | AI-41 | |
| | | | | AI-42 | |
| | | | | AI-48 | |
| | | | | AI-48 | |
| | | | | AI-18 | |
| | | | | AI-6 | |
| | | | | AI-41 | |
| | | | | AI-1 | |
| | | | | AI-3 | |
| | | | | AI-17 | |
| | | | | AI-1 | |
| | | | | AI-10 | |
| | | | | AI-3 | |
| | | | | AI-39 | |
| | | | | AI-18 |
| | | | | AI-14 | |
| | | | | AI-24 | |
| | | | | AI-35 | |
| | | | | AI-4 | |
| | | | | AI-5 | |
| | | | | AI-37 | |
| | | | | AI-45 | |
| | | | | AI-25 | |
| | | | | AI-25 | |
| | | | | AI-16 | |
| | | | | AI-35 | |
| | | | | AI-48 | |
| | | | | AI-48 | |
| | | | | AI-3 | |
| | | | | AI-3 | |
| | | | | AI-3 | |
| | | | | AI-2 | |
| | | | | AI-15 | |
| | | | | AI-23 | |
| | | | | AI-45 | |
| | | | | AI-58 | |
| | | | | AI-44 |
| BCB: | | |
BCB Bancorp, Inc.
104-110 Avenue C Bayonne, NJ 07002 Email: jbrogan@bankwithbcb.com Attention: John Brogan |
|
| Copy to Counsel: | | |
Covington & Burling LLP
One CityCenter 850 Tenth Street, NW Washington, DC 20001 Facsimile Number: (202) 778-5988 |
|
| | | |
Attention: Christopher DeCresce
Email: cdecresce@cov.com; Michael P. Reed Email: mreed@cov.com |
|
| IAB: | | |
IA Bancorp, Inc.
1630 Oak Tree Road Edison, NJ 08820 |
|
| Copy to Counsel: | | |
Windels Marx Lane and Mittendorf, LLP
120 Albany Street Plaza New Brunswick, NJ 08901 Facsimile Number: (732) 846-8877 Attention: Robert Schwartz |
|
| | | | BCB BANCORP, INC. | |
| | | |
By:
/s/ Thomas Coughlin
Name: Thomas Coughlin
Title: President and Chief Executive Officer |
|
| | | | IA BANCORP, INC. | |
| | | |
By:
/s/ James Atieh
Name: James Atieh
Title: President and Chief Executive Officer |
|
|
BCB BANCORP, INC.
(Registrant) |
| |||
| By: | | | /s/ Thomas Coughlin | |
| | | |
Thomas Coughlin
President and Chief Executive Officer |
|
|
Signature
|
| |
Title
|
| |
Date
|
|
|
/s/ Thomas Coughlin
Thomas Coughlin
|
| |
President, Chief Executive Officer, and Director
|
| |
September 5, 2017
|
|
|
/s/ Thomas P. Keating
Thomas P. Keating
|
| |
Chief Financial Officer
|
| |
September 5, 2017
|
|
|
/s/ Mark D. Hogan
Mark D. Hogan
|
| |
Chairman of the Board
|
| |
September 5, 2017
|
|
|
/s/ Robert Ballance
Robert Ballance
|
| |
Director
|
| |
September 5, 2017
|
|
|
/s/ Judith Q. Bielan
Judith Q. Bielan
|
| |
Director
|
| |
September 5, 2017
|
|
|
/s/ Joseph J. Brogan
Joseph J. Brogan
|
| |
Director
|
| |
September 5, 2017
|
|
|
/s/ James E. Collins
James E. Collins
|
| |
Director
|
| |
September 5, 2017
|
|
|
/s/ Joseph Lyga
Joseph Lyga
|
| |
Director
|
| |
September 5, 2017
|
|
|
Signature
|
| |
Title
|
| |
Date
|
|
|
/s/ August Pellegrini, Jr.
August Pellegrini, Jr.
|
| |
Director
|
| |
September 5, 2017
|
|
|
/s/ James Rizzo
James Rizzo
|
| |
Director
|
| |
September 5, 2017
|
|
|
/s/ Spencer B. Robbins
Spencer B. Robbins
|
| |
Director
|
| |
September 5, 2017
|
|
|
/s/ Gary S. Stetz
Gary S. Stetz
|
| |
Director
|
| |
September 5, 2017
|
|
Exhibit 5.1
LEGAL DEPARTMENT | ||
September 5, 2017 |
JOHN J. BROGAN, Esq. General Counsel jbrogan@bankwithbcb.com |
|
BCB Bancorp, Inc. |
RITA R. MUNGIOLI, Esq. Assistant General Counsel rmungioli@bankwithbcb.com |
|
104-110 Avenue C | ||
Bayonne, New Jersey 07002 |
Ladies and Gentlemen:
I am the General Counsel of BCB Bancorp. Inc., a New Jersey corporation (the “ Company ”) and have acted as counsel to the Company in connection with the Company’s Registration Statement on Form S-4, as amended to the date hereof (the “ Registration Statement ”) filed pursuant to the Securities Act of 1933, as amended (the “ Securities Act ”). The Registration Statement registers an aggregate of 634,111 shares of the Company’s common stock, no par value (the “ Shares ”), to be issued in connection with the proposed merger of IA Bancorp, Inc., a New Jersey corporation (“ IAB ”), with and into the Company, pursuant to the Agreement and Plan of Reorganization, dated as of June 7, 2017 (as amended from time to time, the “ Agreement ”), by and between the Company and IAB.
In connection with this opinion I, or attorneys under my supervision, have examined the Agreement, the Company’s Restated Certificate of Incorporation and By-Laws, each as amended as of the date hereof, the Registration Statement and the corporate proceedings taken by the Company relating to the filing of the Registration Statement and the transactions contemplated thereby. I, or attorneys under my supervision, have also examined originals or copies, certified or otherwise identified to my or their satisfaction, of such documents, corporate records, instruments and other relevant materials as I deemed advisable and have made such examination of statutes and decisions and reviewed such questions of law as I have considered necessary or appropriate. As to facts material to this opinion letter, I have relied as to certain matters on information obtained from public officials, officers of the Company and other sources I believed to be responsible, without any independent verification thereof.
In my examination, I have assumed: (a) the legal capacity of all natural persons; (b) the genuineness of all signatures; (c) the authenticity of all documents submitted to me as originals; (d) the conformity to original documents of all documents submitted to me as certified, conformed, photostatic or facsimile copies; (e) the authenticity of the originals of such latter documents; (f) the truth, accuracy and completeness of the information, representations and warranties contained in the records, documents, instruments, certificates and records I have reviewed; and (g) the absence of any undisclosed modifications to the agreements and instruments that I, or attorneys under my supervision, have reviewed.
I have also assumed that, prior to the issuance of any of the Shares, (a) the Registration Statement will have become effective under the Securities Act, (b) to the extent required under the laws of New Jersey, the shareholders of IAB will have approved the Agreement, and (c) the transactions contemplated by the Agreement will have been consummated in accordance with the Agreement.
Phone 201.823.0700 | |
Fax 201.603.6735 | |
591 Avenue C | |
www.BCBCommunityBank.com | Bayonne, NJ 07002 |
BCB Bancorp. Inc.
September 5, 2017
Page 2
Based upon the foregoing, and subject to the assumptions, qualifications and limitations set forth herein, I am of the opinion that the Shares have been duly authorized and, when the Registration Statement has become effective under the Securities Act, the Shares, when duly issued in accordance with the Agreement, will be validly issued, fully paid and non-assessable.
In rendering the foregoing opinions, I express no opinion with respect to the laws of any jurisdiction other than the laws of the State of New Jersey.
I am furnishing this opinion letter to you in connection with the filing of the Registration Statement. This opinion letter is limited to the matters set forth herein, and no other opinion should be inferred beyond the matters expressly stated. The opinions set forth herein are given as of the date hereof, and 1 undertake no obligation to update or supplement this letter if any applicable law changes after the date hereof or if I become aware of any fact or other circumstances that changes or may change any opinion set forth herein after the date hereof or for any other reason.
I hereby consent to the filing of this opinion letter as an exhibit to the Registration Statement and the reference to my name under the heading “Legal Matters” in the proxy statement/prospectus constituting part of the Registration Statement. In giving such consent, I do not thereby admit that 1 am within the category of persons whose consent is required under Section 7 of the Securities Act.
Very truly yours, | |
/s/ John J. Brogan | |
John J. Brogan | |
General Counsel |
Phone 201.823.0700 | |
Fax 201.603.6735 | |
591 Avenue C | |
www.BCBCommunityBank.com | Bayonne, NJ 07002 |
Exhibit 8.1
September 5, 2017 |
BCB Bancorp, Inc.
104-110 Avenue C
Bayonne, New Jersey 07002
IA Bancorp, Inc.
120 Albany Street Plaza
New Brunswick, New Jersey 08901
Re: | Merger of IA Bancorp, Inc. with and into BCB Bancorp, Inc. |
Ladies and Gentlemen:
We have acted as counsel to BCB Bancorp, Inc., a New Jersey corporation (“ BCB ”), in connection with the proposed merger (the “ Merger ”) of IA Bancorp, Inc., a New Jersey corporation (“ IAB ”), with and into BCB, pursuant to the terms of the Agreement and Plan of Reorganization, dated as of June 7, 2017 (the “ Agreement ”), by and between BCB and IAB, as described in the Registration Statement on Form S-4 filed by BCB with the United States Securities and Exchange Commission (the “ Registration Statement ”). In connection therewith, we prepared the discussion (the “ Discussion ”) set forth under the caption “Material U.S. Federal Income Tax Consequences of the Merger” in the Registration Statement.
In connection with this opinion, we have reviewed (i) the Agreement, (ii) the Registration Statement and (iii) such other records, certificates and other documents, and such questions of law, as we have considered necessary or appropriate for the purposes of this opinion.
We have assumed that all signatures are genuine, that all documents submitted to us as originals are authentic and that all copies of documents submitted to us conform to the originals. We have further assumed, with your permission and without independent investigation, that (i) the Merger will be consummated in the manner described in the Registration Statement and in accordance with the Agreement, (ii) the Merger will be consummated without the waiver of any conditions to any party’s obligations to consummate the Merger and (iii) the covenants set forth in the Agreement will be complied with. We have assumed further the accuracy of the representations set forth in the Agreement and in certificates as to certain factual matters signed by officers of BCB and IAB. We have also assumed, with your permission and without independent investigation (other than such investigations as we have deemed necessary to fulfill our professional responsibilities as counsel), that, as to all matters in which a person making a representation has represented that such person or a related party is not a party to, does not have, or is not aware of any plan, intention, understanding, or agreement to take action, there is in fact no plan, intention, understanding, or agreement, and such action will not be taken.
BCB Bancorp, Inc | Page 2 |
IA Bancorp, Inc. |
Based upon and subject to the foregoing, we hereby confirm that the legal statements in the Discussion constitute our opinion with respect to the United State federal income tax law matters referred to therein.
Our opinion expressed herein is subject to the assumptions and qualifications set forth in the Discussion and is based upon existing law, regulations, administrative pronouncements and judicial authority, all as in effect as of today’s date. This opinion is not binding on the Internal Revenue Service or courts. Furthermore, the authorities upon which we rely may be changed at any time, potentially with retroactive effect. No assurances can be given as to the effect of any such changes on the conclusions expressed in this opinion. Our opinion is limited to the United States federal income tax matters specifically covered hereby, and we have not been asked to address, nor have we addressed, any other tax consequences. We undertake no responsibility to advise you of any future change in the matters stated or assumed herein or in the United States federal income tax laws or the application or interpretation thereof.
We are furnishing this opinion solely in connection with the filing of the Registration Statement, and this opinion is not to be relied upon for any other purpose. We hereby consent to the filing of this opinion with the United States Securities and Exchange Commission as an exhibit to the Registration Statement and the references to this opinion in the Registration Statement. In giving such consent, we do not admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended.
Sincerely, | |
/s/ Covington & Burling LLP | |
Covington & Burling LLP |
Exhibit 23.1
Consent of Independent Registered Public Accounting Firm
To the Board of Directors and Shareholders
BCB Bancorp, Inc.
We hereby consent to the incorporation by reference in this Registration Statement on Form S-4 of our reports dated March 13, 2017, relating to the consolidated financial statements of BCB Bancorp, Inc. as of December 31, 2016 and 2015 and for each of the years in the three-year period ended December 31, 2016, and management’s assessment of the effectiveness of internal control over financial reporting as of December 31, 2016. We also consent to the reference to our firm under the heading "Experts" in this Registration Statement.
/s/ Baker Tilly Virchow Krause, LLP | |
Iselin, New Jersey | |
September 5, 2017 |
Exhibit 99.1
CONSENT OF KEEFE, BRUYETTE & WOODS, INC.
We hereby consent to the inclusion of our opinion letter to the Board of Directors of IA Bancorp, Inc. (“IA Bancorp”) as Annex II to the Proxy Statement/Prospectus which forms a part of the Registration Statement on Form S-4 filed on the date hereof (the “Registration Statement”) relating to the proposed merger of IA Bancorp with and into BCB Bancorp, Inc. and to the references to such opinion and the quotation or summarization of such opinion contained therein.
In giving such consent, we do not admit that we come within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended (the “Securities Act”), or the rules and regulations of the Securities and Exchange Commission thereunder, nor do we hereby admit that we are experts with respect to any part of the Registration Statement within the meaning of the term “experts” as used in the Securities Act or the rules and regulations of the Securities and Exchange Commission thereunder.
KEEFE, BRUYETTE & WOODS, INC. |
Dated: September 5, 2017
Keefe, Bruyette & Woods, a Stifel Company · 787 Seventh Avenue, Floor 5, New York, NY 10019
(212) 887-7777 · www.kbw.com
Exhibit 99.2
IA BANCORP, INC.
REVOCABLE PROXY FOR
SPECIAL MEETING OF SHAREHOLDERS
[INSERT DATE], 2017
Solicited on Behalf of the Board of Directors
The undersigned hereby appoints the Board of Directors of IA Bancorp, Inc. (the “Company”), and each of them to vote all of the shares of the Company standing in the undersigned's name at the Special Meeting of Shareholders of the Company, to be held at [ Insert Location] , on [ Insert Day of Week ], [ Insert Date ] at [ Insert Meeting Time ], and at any adjournment thereof. The undersigned hereby revokes any and all proxies heretofore given with respect to such meeting.
This proxy will be voted as specified below. If no choice is specified, the proxy will be voted "FOR" approval of the Agreement and Plan of Reorganization, and “FOR” the adjournment of the special meeting to solicit additional proxies, if necessary.
1. | To approve the Agreement and Plan of Reorganization dated as of June 7, 2017, by and between BCB Bancorp, Inc. (“BCB”) and the Company, as amended from time to time, pursuant to which the Company will merge with and into BCB, as more fully described in the attached proxy statement/prospectus. |
¨ | FOR THE AGREEMENT |
¨ | AGAINST THE AGREEMENT |
¨ | ABSTAIN |
2 | To approve one or more adjournments of the special meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the special meeting to approve the merger agreement and the merger |
¨ | FOR AN ADJOURNMENT, IF NECESSARY |
¨ | AGAINST THE ADJOURNMENT |
¨ | ABSTAIN |
3. | In their discretion, such other business as may properly come before the meeting. |
Dated: , 2017.
Signature |
Signature |
(Please sign exactly as your name appears. When signing as an executor, administrator, guardian, trustee or attorney, please give your title as such. If signer is a corporation, please sign the full corporate name and then an authorized officer should sign his name and print his name and title below his signature. If the shares are held in joint name, all joint owners should sign.)
PLEASE DATE, SIGN AND RETURN THIS PROXY IN THE ENCLOSED RETURN ENVELOPE.