Bank of Commerce Holdings (NASDAQ:BOCH) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01Entry into a Material Definitive
On May 4, 2017, Bank of Commerce Holdings (the Company) entered
into an underwriting agreement (the Underwriting Agreement) with
Raymond James Associates, Inc., as the representative of the
underwriters listed on Schedule I thereto (collectively, the
Underwriters), to issue and sell 2,380,953 shares of the Companys
common stock, no par value per share (the Common Stock), plus an
additional 357,143 shares subject to the Underwriters
over-allotment option, at a public offering price of $10.50 per
share in an underwritten public offering (the Offering). The
underwriting discount was $0.63 per share sold in the Offering.
The Underwriters have subsequently exercised the over-allotment
option in full. The net proceeds of the Offering, after
underwriting discounts and estimated expenses, and with exercise
of the Underwriters over-allotment option, will be approximately
The Underwriting Agreement contains customary representations,
warranties and covenants among the parties as of the date of
entering into such Underwriting Agreement. These representations,
warranties and covenants are not factual information to investors
about the Company or its subsidiary bank. A copy of the
Underwriting Agreement is filed as Exhibit 1.1 to this report and
is incorporated herein by reference. The description of the
material terms of the Underwriting Agreement is qualified in its
entirety by reference to Exhibit 1.1 of this report.
to the Underwriting Agreement, directors and executive officers
of the Company entered into agreements in substantially the form
included as an exhibit to the Underwriting Agreement providing
for a 90-day lock-up period with respect to sales of specified
securities, subject to certain exceptions.
The offer and sale of shares of Common Stock in the Offering have
been registered under the Securities Act of 1933, to a shelf
registration statement on Form S-3 (Registration No. 333-216926)
declared effective by the Securities and Exchange Commission on
April 7, 2017 (the Registration Statement). The offer and sale of
the shares of Common Stock in the Offering are described in the
Companys prospectus constituting a part of the Registration
Statement, as supplemented by a final prospectus supplement dated
May 8, 2017.
On May 10, 2017, the Company completed the sale of 2,738,096
shares of its Common Stock at a public offering price of $10.50
per share, including 357,143 shares which were sold to the
Underwriters to the exercise of their over-allotment option in
full. The net proceeds of the Offering totaled approximately
$26.8 million, after deducting the underwriting discount as well
as estimated Offering expenses payable by the Company.
On May 10, 2017, the Company issued a press release announcing
the closing of the Offering. A copy of that press release is
attached to this report as Exhibit 99.1 and is incorporated
herein by reference.
Item 9.01Financial Statements and
Underwriting Agreement, dated May 4, 2017, by and between
Opinion of Boutin Jones Inc.
Consent of Boutin Jones Inc. (included in the opinion
Press release dated May 10, 2017
About Bank of Commerce Holdings (NASDAQ:BOCH)
Bank of Commerce Holdings (Holding Company) is a bank holding company. The Company’s principal business is to serve as a holding company for Redding Bank of Commerce (Bank), which operates under two separate names (Redding Bank of Commerce and Sacramento Bank of Commerce). The Bank operates over four full service facilities in two diverse markets in Northern California. The Bank provides a range of financial services and products for business and retail customers. Its principal products include various types of accounts, such as checking, interest-bearing checking, savings, certificate of deposit and money market deposit. It also offers sweep arrangements, commercial loans, construction loans, term loans, safe deposit boxes and electronic banking services. The primary focus of the Bank is to provide banking and related services to small and mid-sized businesses and not-for-profit organizations, as well as banking services for consumers, primarily business owners and their employees. Bank of Commerce Holdings (NASDAQ:BOCH) Recent Trading Information
Bank of Commerce Holdings (NASDAQ:BOCH) closed its last trading session down -0.10 at 11.10 with 32,538 shares trading hands.