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Belvedere Capital to Acquire Spectrum Bank and Enter into a Strategic Alliance with First Heritage Bank.


SAN FRANCISCO San Francisco (săn frănsĭs`kō), city (1990 pop. 723,959), coextensive with San Francisco co., W Calif., on the tip of a peninsula between the Pacific Ocean and San Francisco Bay, which are connected by the strait known as the Golden  -- Belvedere Belvedere (bĕl`vədēr, Ital. bālvādĕ`rā), court of the Vatican named after a villa built (1485–87) for Innocent VIII.  Capital Fund II L.P., a financial services-focused private equity firm, announced today that it will be growing its Southern California Southern California, also colloquially known as SoCal, is the southern portion of the U.S. state of California. Centered on the cities of Los Angeles and San Diego, Southern California is home to nearly 24 million people and is the nation's second most populated region,  banking platform with two strategic transactions. Belvedere has signed a definitive agreement to acquire Spectrum Bank, an Irvine, California-based community bank and announced that it intends to enter into a strategic alliance with First Heritage Bank, N.A., a Newport Beach Newport Beach, residential and resort city (1990 pop. 66,643), Orange co., S Calif., on Newport Bay and the Pacific Ocean; inc. 1906. It is a popular seaside resort and yachting center. Manufactures include electrical and medical equipment, computers, boats, and adhesives. , California-based commercial bank.

As previously announced, Belvedere is in the process of acquiring a majority interest in Professional Business Bank (OTCBB OTCBB

See OTC Bulletin Board (OTCBB).
:PBBK), a full-service bank serving Southern California businesses based in Pasadena, California Pasadena is a city in Los Angeles County, California, United States. As of the 2000 census, the city population was 133,936 and the 160th largest city in the United States. The California Finance Department estimates the Pasadena population to be 146,166 in 2005. . Professional Business Bank, Spectrum and First Heritage will be combined into a single bank and 100% owned by a newly formed holding company controlled by Belvedere. The combined institution will have over $650 million in assets and eight offices in Los Angeles Los Angeles (lôs ăn`jələs, lŏs, ăn`jəlēz'), city (1990 pop. 3,485,398), seat of Los Angeles co., S Calif.; inc. 1850. , Orange and San Bernardino San Bernardino, city, United States
San Bernardino (săn bûr'nədē`nō), city (1990 pop. 164,164), seat of San Bernardino co., S Calif., at the foot of the San Bernardino Mts.; inc. 1854.
 counties.

"These organizations are highly complementary and will help fulfill our vision of building Southern California's premier business banking franchise," Alison Davis, Managing Partner of Belvedere said. "The combined bank will have the talented personnel, branch locations, and strong product capabilities to serve both small and mid-size businesses throughout Southern California."

Alan Lane, a Senior Advisor In some countries, a Senior Advisor is an appointed position by the Head of State to advise on the highest levels of national and government policy. Sometimes a junior position to this is called a National Policy Advisor.  to Belvedere as well as former President/CEO of Business Bank of California The Bank of California was founded in San Francisco, California on July 5, 1864 by William Chapman Ralston. It was the first commercial bank in the Western United States, the second-richest bank in the nation, and considered instrumental in developing the American Old West.  and President/COO of Southwest Community Bank, will become the Executive Chairman of the combined bank.

"These transactions will help us build the scale and product breadth necessary to compete effectively in the Southern California market," Mr. Lane said. "We continue to believe there is a significant organic growth and consolidation opportunity and we will continue to add talent and seek other merger and acquisition opportunities that complement the combined bank."

Spectrum Bank

Under terms of the acquisition of Spectrum Bank, all shares of Spectrum will be exchanged for $37 million in cash, or $45.68 per outstanding Spectrum Bank share. Belvedere and affiliated investors will invest additional capital to support the acquisition and provide the resources for additional hiring, branch expansion and acquisitions to support the combined bank's goal of becoming Southern California's premier business banking franchise.

"The transaction will serve to combine our longstanding personal and professional focus on our customers with the benefits of a larger bank," Tom Timmons, CEO (1) (Chief Executive Officer) The highest individual in command of an organization. Typically the president of the company, the CEO reports to the Chairman of the Board.  of Spectrum Bank said. "Belvedere has proven itself to be an excellent steward of community banks and we believe this will be beneficial for both our employees and customers."

First Heritage Bank, N.A.

Under the terms of the signed term sheet with First Heritage Bank, N.A., all shares of First Heritage will be exchanged for shares in the new holding company valued at $47 million. First National Bank Holding Company, the holding company for First Heritage, will continue as a major investor in the combined bank.

"This alliance offers significant benefits for our customers and employees, and accelerates our growth plan for the Southern California market," Gary Dorris, CEO of First National Bank of Arizona, a unit of First National Bank Holding Company said. "We believe that the combination of Professional Business Bank, Spectrum Bank and First Heritage Bank will result in a highly competitive business bank with a strong geographic presence."

Management

Jim Claffee, the CEO of First Heritage, will become the CEO of the combined bank upon the completion of the strategic alliance and will work closely with Mr. Lane. Prior to joining First Heritage, Mr. Claffee was responsible for all commercial banking activities in California, Arizona and Texas for Washington Mutual “WaMu” redirects here. For the Washington, DC radio station, see WAMU.

Washington Mutual (or WaMu; NYSE: WM) is the United States' largest savings and loan association.
 and served as CEO of Citizens Bank of Connecticut. He previously held executive management positions in commercial banking with Fleet Bank in Connecticut and Bank of America
See also:  and


Bank of America (NYSE: BAC TYO: 8648 ) is the largest commercial bank in the United States in terms of deposits, and the largest company of its kind in the world.
 in California.

"We are bringing together three outstanding banks, product sets, and employee bases to create a seamless and exceptional customer experience," Mr. Claffee said. "The Southern California market has significant potential, and we will extend our business geographically in order to serve high growth markets."

"I am excited to work with Jim to fulfill our shared vision. He has demonstrated the ability to integrate banks and grow organically," Mr. Lane said.

Update on Completion of Professional Business Bank Acquisition

Under the terms of the previously announced agreement between Belvedere Capital Fund II L.P. and Professional Business Bank, all Professional Business Bank shares will be exchanged for consideration comprised of $23.00 in cash or 0.87 shares of the newly formed holding company that will own Professional Business Bank, Spectrum Bank and First Heritage Bank, N.A. Shareholders of Professional Business Bank will elect their form of consideration, with 52.5% of the outstanding shares expected to receive cash and the remaining 47.5% to receive holding company shares, subject to the allocation provisions of the agreement.

Belvedere has received approvals from all banking regulatory bodies to complete the proposed acquisition of a majority interest in Professional Business Bank. Subject to final approval by the board of directors of Professional Business Bank to extend the closing period for the acquisition, Belvedere and Professional Business Bank can continue the Securities and Exchange Commission's registration process. Assuming approval by the shareholders of Professional Business Bank, the completion of the acquisition is expected in the next 2 to 3 months. Continuing shareholders of Professional Business Bank are expected to own 15-20% of the new holding company after the completion of the Spectrum and First Heritage transactions, with Belvedere Capital Fund II L.P. and First National Bank Holding Company comprising the remainder of the ownership.

Plans for the Completion of the Spectrum Bank and First Heritage Bank, N.A. Transactions

Completion of the transactions with Spectrum Bank and First Heritage Bank, N.A. are subject to the negotiation of final documentation with First Heritage and several regulatory approvals, which are expected in late 2007. The closing of each of these three transactions, including the acquisition of a controlling interest controlling interest

The ownership of a quantity of outstanding corporate stock sufficient to control the actions of the firm. Controlling interest often involves ownership of significantly less than 51% of a firm's outstanding stock because many owners fail
 in Professional Business Bank, is not dependent on the closing of the other transactions and may be completed separately or simultaneously.

About Belvedere

Belvedere has established itself as one of the leading private equity investors in community banks and related financial services The examples and perspective in this article or section may not represent a worldwide view of the subject.
Please [ improve this article] or discuss the issue on the talk page.
 in the U.S. Since 1994, Belvedere has purchased or invested in 16 financial services companies and partnered with strong management teams to build profitable, growing franchises and deliver excellent returns to its investors. Belvedere's principals have decades of experience investing in and operating financial institutions and will work with the combined company's management to enhance growth, operating performance and strategic positioning. Based in San Francisco, CA, Belvedere is currently investing its second financial services-focused private equity fund and is targeting growth regions such as Texas, Florida, Georgia, the Pacific Northwest, the Greater Washington D.C. area and California.

About First Heritage Bank, N.A.

First Heritage Bank, N.A. is a subsidiary of First National Bank Holding Company. Since approval of a national charter in February of 2005, First Heritage has shown strong growth in the middle market segment focusing on commercial businesses with sales up to $250 million. Additionally, First Heritage has established numerous commercial and residential developer relationships. Headquartered in Newport Beach, First Heritage has extended its commercial operations to cover Inland Empire In·land Empire  

A region of the northwest United States between the Cascade Range and the Rocky Mountains, comprising eastern Washington, eastern Oregon, northern Idaho, and western Montana. Farming, lumbering, and mining are important to the area.
 and Downtown Los Angeles Downtown Los Angeles is the central business district of Los Angeles, California, located close to the geographic center of the metropolitan area. The sprawling, multi-centered megacity is such that its downtown core is often considered just another district like Hollywood or . The experienced Middle Market Bankers specialize in delivering innovative solutions to match diverse customer requirements. Since inception, over $350 million in new credit relationships have been brought under management, a portion of which have been participated through the First National Bank affiliates. Additional information may be found at www.fhbankna.com.

About First National Bank Holding Company

First National Bank Holding Company is the Southwest's largest privately held, family-owned banking institution. Headquartered in Scottsdale, Arizona Scottsdale (O'odham Vaṣai S-vaṣonĭ) is a city in Maricopa County, Arizona, United States, adjacent to Phoenix. Scottsdale has become internationally recognized as a premier and posh tourist destination, while maintaining its own identity and culture as "  it has more than 1,800 employees and combined assets in excess of $4 billion among its three subsidiary banks, First National Bank of Arizona, First National Bank of Nevada and First Heritage Bank. First National Bank is a leading provider of business and community banking services for business owners and consumers. It offers a full range of lending, deposit products, treasury management and wealth management services. Business lending is focused on commercial and industrial, real estate construction and permanent and SBA SBA
abbr.
Small Business Administration

Noun 1. SBA - an independent agency of the United States government that protects the interests of small businesses and ensures that they receive a fair share of government
 loans. For more information, please visit www.fnbaonline.com.

About Professional Business Bank

Headquartered in Pasadena, CA, Professional Business Bank was created by business leaders for business leaders. Through its branch network and seasoned personnel, Professional Business Bank offers personal and business deposit and loan relationships. Loans are offered through commercial, construction, real estate, SBA and CalCAP lending officers. Additional information may be found at www.probizbank.com or by calling 626-395-7000. Professional Business Bank is publicly traded on the OTC Bulletin Board OTC Bulletin Board

An electronic quotation listing of the bid and asked prices of OTC stocks that do not meet the requirements to be listed on the NASDAQ stock-listing system.
 under the stock symbol PBBK.OB.

About Spectrum Bank

Spectrum Bank provides the latest 21st Century technological services together with the same Personalized per·son·al·ize  
tr.v. per·son·al·ized, per·son·al·iz·ing, per·son·al·iz·es
1. To take (a general remark or characterization) in a personal manner.

2. To attribute human or personal qualities to; personify.
 Services that have been the keystone of the Bank since its 1955 founding. The Bank Mission is to consistently provide professional, friendly and secure banking services for business and individual customers, who want and need their banking services provided in a caring and personal manner. Offices are located at 15615 Alton Parkway in Irvine, California Irvine is an incorporated city in Orange County, California, United States. It is a planned city, mainly developed by the Irvine Company since the 1960s. Formally incorporated on December 28 1971, the 69.7 square mile (180.5 km²) city has a population of 202,079 (as of 2007). ; 2417 West Whittier Boulevard in Montebello, California Montebello is a city in Los Angeles County, California, United States. As of the 2000 census, the city had a total population of 62,150. History
Before the arrival of the Spaniards, the land along the Rio Hondo River was populated by the Tongva (Gabrielino) Native
 and 6094 Warner Avenue in Huntington Beach, California Huntington Beach is a seaside city in Orange County in southern California. As of the 2000 census, the city population was 189,594. It is bordered by the Pacific Ocean on the west, by Seal Beach on the north, by Costa Mesa on the south, by Westminster on the northeast, and by . For more information, please visit www.spectrumbank.com.

FORWARD LOOKING STATEMENTS

Statements concerning future performance, developments or events, expectations for growth and income forecasts, and any other guidance on future periods, constitute forward-looking statements forward-looking statement

A projected financial statement based on management expectations. A forward-looking statement involves risks with regard to the accuracy of assumptions underlying the projections.
 that are subject to a number of risks and uncertainties. Actual results may differ materially from stated expectations. When used in this release, the words or phrases such as "will likely result in", "management expects that", "will continue", "is anticipated", "estimate", "projected", "believes", "intends", or similar expressions, are intended to identify "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act The Private Securities Litigation Reform Act of 1995 (PSLRA) implemented several significant substantive changes affecting certain cases brought under the federal securities laws, including changes related to pleading, discovery, liability, class representation and awards fees and  of 1995. Readers should not place undue reliance on the forward-looking statements, which reflect views only as of the date hereof. Neither Belvedere, Professional Business Bank, Spectrum Bank, First National Bank Holding Company, nor First Heritage Bank undertake any obligation to publicly revise these forward-looking statements to reflect subsequent events or circumstances.
COPYRIGHT 2007 Business Wire
No portion of this article can be reproduced without the express written permission from the copyright holder.
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Publication:Business Wire
Date:Aug 1, 2007
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