RBB Bancorp Announces Termination of Agreement to Acquire Gateway Bank, F.S.B.
29 Settembre 2023 - 12:41AM
Business Wire
RBB Bancorp (NASDAQ:RBB) announced today that, effective
September 28, 2023, Gateway Bank, F.S.B. announced that it and RBB
Bancorp have mutually agreed to terminate the definitive agreement
originally entered into on December 28, 2021. Neither party has or
will have any liability or pay any penalty to the other party as a
result of the termination, and each party has released the other
from any and all claims related to the definitive agreement or the
transactions contemplated by the definitive agreement.
Corporate Overview
RBB Bancorp is a community-based financial holding company
headquartered in Los Angeles, California. As of June 30, 2023, the
Company had total assets of $4.1 billion. Its wholly-owned
subsidiary, the Bank, is a full service commercial bank, which
provides business banking services to the Asian communities in Los
Angeles County, Orange County, and Ventura County in California, in
Las Vegas, Nevada, in Brooklyn, Queens, and Manhattan in New York,
in Edison, New Jersey, in the Chicago neighborhoods of Chinatown
and Bridgeport, Illinois, and on Oahu, Hawaii. Bank services
include remote deposit, E-banking, mobile banking, commercial and
investor real estate loans, business loans and lines of credit,
commercial and industrial loans, SBA 7A and 504 loans, 1-4 single
family residential loans, automobile lending, trade finance, a full
range of depository account products and wealth management
services. The Bank has nine branches in Los Angeles County, two
branches in Ventura County, one branch in Orange County,
California, one branch in Las Vegas, Nevada, three branches and one
loan operation center in Brooklyn, three branches in Queens, one
branch in Manhattan in New York, one branch in Edison, New Jersey,
two branches in Chicago, Illinois, and one branch in Honolulu,
Hawaii. The Company's administrative and lending center is located
at 1055 Wilshire Blvd., Los Angeles, California 90017, and its
finance and operations center is located at 7025 Orangethorpe Ave.,
Buena Park, California 90621. The Company's website address is
www.royalbusinessbankusa.com.
Safe Harbor
Certain matters set forth herein (including the exhibits hereto)
constitute forward-looking statements relating to the Company’s
current business plans and expectations and our future financial
position and operating results. These forward-looking statements
are subject to risks and uncertainties that could cause actual
results, performance and/or achievements to differ materially from
those projected. These risks and uncertainties include, but are not
limited to, business and economic conditions generally and in the
financial services industry, nationally and within our current and
future geographic markets, including the tight labor market,
ineffective management of the U.S. federal budget or debt or
turbulence or uncertainly in domestic of foreign financial markets;
the strength of the United States economy in general and the
strength of the local economies in which we conduct operations; our
ability to attract and retain deposits and access other sources of
liquidity; possible additional provisions for loan losses and
charge-offs; credit risks of lending activities and deterioration
in asset or credit quality; extensive laws and regulations and
supervision that we are subject to, including potential supervisory
action by bank supervisory authorities; increased costs of
compliance and other risks associated with changes in regulation,
including any amendments to the Dodd-Frank Wall Street Reform and
Consumer Protection Act; compliance with the Bank Secrecy Act and
other money laundering statutes and regulations; potential goodwill
impairment; liquidity risk; fluctuations in interest rates; the
transition away from the London Interbank Offering Rate ("LIBOR")
and related uncertainty as well as the risks and costs related to
our adopted alternative reference rate, including the Secured
Overnight Financing Rate ("SOFR"); risks associated with
acquisitions and the expansion of our business into new markets;
inflation and deflation; real estate market conditions and the
value of real estate collateral; environmental liabilities; our
ability to compete with larger competitors; our ability to retain
key personnel; successful management of reputational risk; severe
weather, natural disasters, earthquakes, fires; or other adverse
external events could harm our business; geopolitical conditions,
including acts or threats of terrorism, actions taken by the United
States or other governments in response to acts or threats of
terrorism and/or military conflicts, including the war between
Russia and Ukraine, which could impact business and economic
conditions in the United States and abroad; public health crises
and pandemics, including the COVID-19 pandemic, and their effects
on the economic and business environments in which we operate,
including our credit quality and business operations, as well as
the impact on general economic and financial market conditions;
general economic or business conditions in Asia, and other regions
where the Bank has operations; failures, interruptions, or security
breaches of our information systems; climate change, including any
enhanced regulatory, compliance, credit and reputational risks and
costs; cybersecurity threats and the cost of defending against
them; our ability to adapt our systems to the expanding use of
technology in banking; risk management processes and strategies;
adverse results in legal proceedings; the impact of regulatory
enforcement actions, if any; certain provisions in our charter and
bylaws that may affect acquisition of the Company; changes in tax
laws and regulations; the impact of governmental efforts to
restructure the U.S. financial regulatory system; the impact of
future or recent changes in the Federal Deposit Insurance
Corporation ("FDIC") insurance assessment rate of the rules and
regulations related to the calculation of the FDIC insurance
assessment amount; the effect of changes in accounting policies and
practices or accounting standards, as may be adopted from
time-to-time by bank regulatory agencies, the SEC, the Public
Company Accounting Oversight Board, the Financial Accounting
Standards Board (“FASB”) or other accounting standards setters,
including Accounting Standards Update (“ASU” or “Update”) 2016-13
(Topic 326, “Measurement of Current Losses on Financial
Instruments, commonly referenced as the Current Expected Credit
Losses Model (“CECL”), which changed how we estimate credit losses
and may further increase the required level of our allowance for
credit losses in future periods; market disruption and volatility;
fluctuations in the Bancorp’s stock price; restrictions on
dividends and other distributions by laws and regulations and by
our regulators and our capital structure; issuances of preferred
stock; our ability to raise additional capital, if needed, and the
potential resulting dilution of interests of holders of our common
stock; the soundness of other financial institutions; our ongoing
relations with our various federal and state regulators, including
the SEC, FDIC, FRB and California DFPI (formerly DBO); our success
at managing the risks involved in the foregoing items and all other
factors set forth in the Company’s public reports, including its
Annual Report as filed under Form 10-K and Form 10-K/A for the year
ended December 31, 2022, and particularly the discussion of risk
factors within that document. The Company does not undertake, and
specifically disclaims any obligation, to update any
forward-looking statements to reflect occurrences or unanticipated
events or circumstances after the date of such statements except as
required by law. Any statements about future operating results,
such as those concerning accretion and dilution to the Company’s
earnings or shareholders, are for illustrative purposes only, are
not forecasts, and actual results may differ.
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David Morris Chief Executive Officer (714)
670-2488
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