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EX-99.1 - EX-99.1 - PCB BANCORPd609235dex991.htm
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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 9, 2018

 

 

PACIFIC CITY FINANCIAL CORPORATION

(Exact name of registrant as specified in its charter)

 

 

 

California   001-38621   20-8856755

(State or other jurisdiction of

incorporation)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification No.)

3701 Wilshire Boulevard, Suite 900

Los Angeles, California

    90010
(Address of principal executive offices)     (Zip Code)

Registrant’s telephone number, including area code: (213) 210-2000

Not Applicable

(Former name or former address, if changed since last report.)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) 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.  ☒

 

 

 


Introductory Note

On August 9, 2018, Pacific City Financial Corporation, a California corporation (the “Company”), priced its previously announced initial public offering (the “IPO”) of 2,385,000 shares of its common stock, no par value (the “Common Stock”), at a price to the public of $20.00 per share of Common Stock, less underwriting discounts and commissions. The sale of the shares of Common Stock is expected to be completed on August 14, 2018, subject to customary closing conditions.

Item 1.01 Entry into a Material Definitive Agreement.

The information set forth in the Introductory Note is incorporated by reference herein.

On August 9, 2018, in connection with the pricing of the IPO, the Company and its wholly-owned subsidiary, Pacific City Bank, entered into an underwriting agreement (the “Underwriting Agreement”) with Keefe, Bruyette & Woods, Inc., A Stifel Company, Raymond James & Associates, Inc. and Sandler O’Neill & Partners, L.P, as representatives of the Underwriters listed on Schedule I thereto (the “Underwriters”), pursuant to which the Company agreed to issue and sell 2,385,000 shares of Common Stock at a public offering price of $20.00 per share. The Underwriters were granted a 30-day option to purchase up to an additional 357,750 shares of Common Stock. The Company made certain customary representations and warranties, agreed to certain covenants and agreed to indemnify the Underwriters against (or contribute to the payment of) certain liabilities, including liabilities under the Securities Act of 1933, as amended.

In connection with the IPO, the Company, and each of the Company’s directors and executive officers have entered into 180-day “lock-up” agreements with respect to the sale of shares of Common Stock, subject to certain exceptions.

The foregoing description of the Underwriting Agreement does not purport to be a complete description of such agreement and is qualified in its entirety by reference to the full text of the Underwriting Agreement, which is attached hereto as Exhibit 1.1 and incorporated by reference herein.

Item 8.01 Other Events.

On August 9, 2018, the Company issued a press release in connection with the pricing of the IPO. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.

 

(d)    Exhibits.
  1.1    Underwriting Agreement, dated as of August 9, 2018, by and among Pacific City Financial Corporation, Pacific City Bank and Keefe, Bruyette & Woods, Inc., A Stifel Company, Raymond James & Associates, Inc. and Sandler O’Neill & Partners, L.P, as representatives of the Underwriters listed on Schedule I thereto.
99.1    Press Release of Pacific City Financial Corporation, issued August 9, 2018.

 

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SIGNATURE

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 thereunto duly authorized.

 

    PACIFIC CITY FINANCIAL CORPORATION
DATED: August 10, 2018     By:   /s/ Henry Kim
      Henry Kim,
      Chief Executive Officer and President

 

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