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CVB FINANCIAL CORP : Other Events, Financial Statements and Exhibits (form 8-K)

01/10/2022 | 06:18am

Item 8.01 Other Events.

On January 7, 2022 (the "Effective Time"), CVB Financial Corp. (the "Company")
completed the previously announced merger (the "Merger") transaction whereby
Suncrest Bank ("Suncrest") merged with and into the Company's wholly-owned
subsidiary Citizens Business Bank ("Citizens"), in accordance with the terms and
conditions of that certain Agreement and Plan of Reorganization and Merger
("Merger Agreement"), dated as of July 27, 2021, by and among the Company,
Citizens and Suncrest, in a stock and cash transaction valued at approximately
$237 million in aggregate, or $18.63 per Suncrest share based on CVB Financial
closing stock price of $22.87 on January 7, 2022.

Under the terms of the Merger Agreement, the Company issued approximately
8.6 million shares of Company common stock and approximately $39.6 million in
aggregate cash consideration, including cash paid out in settlement of
outstanding incentive stock option awards at Suncrest.

Suncrest Bank, headquartered in Visalia, California, had approximately
$1.4 billion in total assets, $0.8 billion in net loans, $1.2 billion in total
deposits and $179.0 million in total equity as of December 31, 2021. Tangible
book value per share was $11.16 at December 31, 2021. Suncrest's seven branch
locations and two loan production offices in California's Central Valley and the
Sacramento area will open as Citizens Business Bank locations on January 10,

On January 7, 2022, the Company issued a press release announcing the completion
of the Merger. A copy of the press release is attached hereto as Exhibit 99.1
and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

Exhibit No. Description

99.1 Press Release, dated January 7, 2022, announcing the
completion of the merger of Suncrest Bank with and into Citizens
Business Bank

104 Cover Page Interactive Data File (embedded within the Inline
XBRL document)



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