NCAL Bancorp Announces the Signing of a Definitive Agreement for $25 Million Recapitalization


NCAL Bancorp Announces the Signing of a Definitive Agreement for $25 Million Recapitalization

LOS ANGELES--(BUSINESS WIRE)-- NCAL Bancorp (OTCBB:NCAL), the parent company of National Bank of California (the "Bank"), announced today the signing of a Definitive Agreement with a California-based investor to recapitalize the Company with $25 million of additional capital.

Under the Definitive Agreement, the investor will purchase approximately $23,475,000 in newly issued common stock at a price of approximately $0.54705 per share, becoming majority owner of the Company's outstanding common shares. The existing directors in support of the transaction will infuse approximately $1.525 million in additional capital.

"This recapitalization will strengthen the balance sheet and provide a solid foundation for customer growth and community support," said Joe Kornwasser, Chairman of NCAL Bancorp and National Bank of California. The majority of the proceeds are expected to be invested in the Bank, and would enable the Bank, among other things, to meet the capital requirements of its existing Consent Order with the Comptroller of the Currency.

Completion of the transaction is anticipated to be in the first quarter of 2014, subject to regulatory approval and satisfaction of other conditions to closing. Among other things, the recapitalization requires that NCAL Bancorp shall have repurchased at an agreed price its outstanding preferred shares issued to the United States Department of the Treasury. The Bank must also have resolved certain pending inquiries by the US Department of Justice (DOJ) concerning its ACH services to third party processors who may have processed payments for certain companies making short term loans commonly called "payday lenders." These inquiries are part of an industry-wide DOJ investigation of ACH services provided to payday lenders.

National Bank of California is a full-service commercial bank, which was founded in 1982. The Bank offers customized services to small and mid-sized businesses as well as individuals through four regional offices in Los Angeles, the San Fernando Valley, and Orange County. At June 30, 2013, the Bank had total assets of approximately $342 million. The parties do not intend to make further comments unless or until the transaction is consummated. For more information, visit the Bank's web site at:

King, Holmes, Paterno & Berliner, LLP served as legal counsel for NCAL Bancorp, and FIG Partners LLP issued a fairness opinion for the benefit of NCAL's shareholders.

NCAL Bancorp
Henry P. Homsher, President

KEYWORDS: United States North America California


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