BANK FORMATION CONSULTANTS
Our FAQ covers the most common questions we receive from our prospective investors. However, the questions continue to grow, so please visit our FAQ frequently to see any newly added answers to your questions.
A Gainey Business Bancorp (in organization) is an Arizona corporation and the entity formed for the purpose of organizing the Bank, as the Bank does not exist as a legal entity until organization documents for the Bank are filed; and, that filing can occur only after the Arizona Department of Financial Institutions notifies the organizers that the AzDFI will accept the Final Application of the Bank. We expect this will occur very shortly after we are able to notify AzDFI that our escrow account is funded to the amount of at least $15,000,000, which is our “minimum Offering Size”. At such time as Gainey Business Bancorp’s organizational role is complete, we anticipate that the entity’s affairs will be wound up and the entity will be dissolved.
A Please invite such persons to contact any one of the Bank’s directors if they want to receive a copy of the Offering Circular. This is necessary for quality control and regulatory reasons.
A $50,000 (5,000 shares, priced at $10.00 per share). The Bank has the sole discretion to waive the minimum subscription amount.
A 9.9% of total capital raise. The maximum subscription amount is established by the Bank and is intended principally to avoid additional regulatory applications to the FDIC and Arizona Department of Financial Institutions, which are necessary when an individual or group proposed to acquire, in aggregate, 10% or more of the Bank’s stock.
A Subscription procedures are set forth in the Bank’s Subscription Order Form and Agreement package. In Section 1(a), you are instructed to make your subscription payable to Pacific Coast Bankers’ Bank IA FBO Gainey Business Bank (In Organization). If you prefer to make your payment by a wire transfer, please contact your bank to obtain the wiring information of Pacific Coast Bankers’ Bank or ask your referring Board Director for our electronic submissions instructions sheet.
A No. The regulators will generally only perform a background check on an investor if the investor (or a group of investors) propose to acquire a 10% or greater stake in the Bank.
A The Bank can lawfully pay a fee or commission in connection with the sale of Bank shares to a FINRA-licensed broker dealer, or a salesperson associated with a FINRA licenses broker dealer. If you are a FINRA-licensed broker dealer, please feel free to contact us for further details.
A Because the Bank’s stock is not regulated by the Securities Act of 1933, there is no legal impediment to sale at any time after you purchase shares. However, as discussed at page 15 of the Offering Circular, it is unlikely that an active trading market for the Bank’s stock will develop in the foreseeable future (first 3-5 years).
A Based on the conservative numbers in our business plan, and as outlined in our offering circular – the bank would be profitable in year 3. This is typical and expected for a new or De Novo bank.
A We can’t promise any specific return on investments. There is always risk, but the banking industry, and community banks specifically, are safe sound investments. However, there are some numbers to give you an idea of the success of the community banks in the area – watch our investor presentation and specifically focus on the ‘Why invest in community banks” section. Or ask your referring director for our Potential Investor ROI sell sheet.
A Payment of cash dividends by the Bank is subject to statutory and regulatory restrictions. See the discussion in the Offering Circular (Prospectus) under the heading “Dividend Policy.”
A Investors, as holders of common stock, may have the right under applicable law to vote on certain proposed transactions that are tantamount to a sale of the bank, unless the proposed transaction was structured in a manner so as to not require a shareholder vote under applicable law. For example, a sale of the Bank by means of a merger with and into another institution, or a sale of all or substantially all of the Bank’s assets outside of the ordinary course of business, or certain share exchange transactions to which the Bank is a party as the entity whose shares will be acquired, would each require shareholder approval. Approval would generally require the affirmative vote of holders of more than 50% of the issued and outstanding common stock.
A Yes. All potential borrowers will be subject to the same credit criteria and all loans will be documented under similar documentation. There is no separate set of rules or procedures for borrowers who are also investors in the Bank and those who are not.
A Generally, the Bank’s board of directors will consider various strategies as they direct the business and affairs of the Bank, and capital raises in the future are likely to be a strategy discussed from time to time. Generally, it is not likely that second offering of the Bank’s stock would occur during the initial three years of the Bank’s operations. If and when a second offering is considered, the hope is that a later offering would be at a higher per share price than the price in this offering. However, any future offering would be at a price per share that is dependent upon the Bank’s operating results, how those results compare with results of other comparable institutions, macroeconomic conditions prevailing at the time, and numerous other factors that the board of directors would consider. There is also no guarantee that a future round of financing would be at a higher valuation than this offering, but there can be no guarantee that later rounds of financing, if they happen, will be at a higher valuation.
A As with any new business, there are inherent risks with starting up a bank and a prudent investor would review the composition of the community bank’s board of directors, its strategic plan and understand how the management team intends to execute on their strategy.
While Dodd-Frank’s overburdensome regulation put community banks at a disadvantage, the failures of small banks (those with less than $1 billion in assets) in the Southwest states were largely driven by credit losses on commercial real estate (CRE) loans, particularly loans secured by real estate to finance land development and construction.
Another reason was the smaller banks failed to adapt to new technologies that put them at a disadvantage compared to the regional and large banks. Small banks that modernize and adapt will become champions of change. Those that dont will become victims of it.
What we do know is that community banks are some of the least risky investments in the financial system today. When managed by a strong board of directors and executive team, these investments are safe, sound and profitable investments for its stock holders.
A Given we are a relationship bank, we will provide a high-touch service to the community, vs. the internet firms providing a transaction for someone who does not value this type of interaction.
A Once a decision has been made, the funds would be reconciled and then processed and sent within a few days.
A The funds will remain in escrow until we achieve our capital raise goal of $15-$20 Million.
A Our vision is to provide relationship banking in the Gainey / North Scottsdale and greater Phoenix community thus being a transactional lender would not provide the value our relationship clients will require.
A The bank will submit its application to the FDIC once 60% of the capital is raised and the anticipated time for approval from that point is six months.
A Bank shareholders are not subject to cash calls or capital calls, nor are members of the board of directors. If the Bank required additional capital, there are a variety of means that the Bank, acting through its board of directors, could try to raise additional funds. More than likely, any such plans would have to be reviewed by and approved by the AZDFI, and perhaps the Federal Deposit Insurance Corporation, before they could be implemented.
A Initially the bank’s team will be lean with roughly 5-6 team members.
A The Board of Directors is looking for qualified individuals to serve on advisory board.
The expectations of an Advisory Board member:
1. Actively market the Bank’s services to potential customers through their personal networks of contacts
2. Generate new ideas to better serve the local business community
3. Serve as a link to introduce Gainey Business Bank to the community and local businesses
4. Provide capital by becoming an investor in the bank
If you are interested in learning more about joining the proposed Gainey Business Bank’s Advisory Board, please contact us and check out our Advisory Board sell sheet.
A We anticipate roughly 40% of the bank’s portfolio will be commercial real estate loans/mortgages.
A GBB will provide commercial mortgages to its business clients and will work with a partner for any residential permanent mortgage requests.
A We will work with a partner to provide credit cards for our clients.
A GBB will not initiate student loans, yet the bank may consider a consolidation loan for a relationship client.
A We anticipate 5-10% of the loans for the bank will be equity loans against a primary or secondary residence.