Item 1. Security and Issuer
The title and class of the securities which this statement on Schedule 13D (this “Statement”) relates is the Trust Preferred Securities (“Shares”), of Temecula Valley Bancorp Inc. (the “Issuer”). The principal executive office of the Issuer is located at 28046 Del Rio Road, Suite C, Temecula, California 92590.
Item 2. Identity & Background
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(a)
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This Statement is being filed by: (i) FVP Master Fund, L.P., a Cayman Islands exempted limited partnership (“FVP Master Fund”), (ii) FVP US-Q, LP, a Delaware limited partnership (“FVP Fund” and, together with the FVP Master Fund, “Funds”), (iii) Firefly Value Partners, LP, a Delaware limited partnership (“Firefly Partners”), which serves as the investment manager of the Funds pursuant to investment management agreements, (iv) FVP GP, LLC, a Delaware limited liability company (“FVP GP”), which serves as the general partner of the Funds, (v) Firefly Management Company GP, LLC, a Delaware limited liability company (“Firefly Management”), which serves as the general partner of Firefly Partners, and (vi) Messrs. Ryan Heslop and Ariel Warszawski, the managing members of FVP GP and Firefly Management (all of the foregoing, collectively, “Reporting Persons”). The Funds are private investment vehicles formed for the purpose of investing and trading in a wide variety of securities and financial instruments. The Funds directly own all of the shares reported in this Statement. Messrs. Heslop and Warszawaki, Firefly Partners, Firefly Management and FVP GP may be deemed to share with the Funds voting and dispositive power with respect to such shares. Each Reporting Person disclaims beneficial ownership with respect to any shares other than those owned directly by such Reporting Person.
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(b)
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The Principal Business Office of the FVP Master Fund is:
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c/o dms Corporate Services, Ltd.
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P.O. Box 1344
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dms House
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20 Genesis Close
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Grand Cayman, KY1-1108
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Cayman Islands
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The Principal Business Office of Messrs. Heslop and Warszawski, Firefly Partners, FVP GP, Firefly Management and the FVP Fund is:
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551 Fifth Avenue, 36th Floor
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New York, NY 10176
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(c)
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The principal business of the Reporting Persons is to invest and trade in a wide variety of securities and financial instruments. Each of the Reporting Persons is engaged in the investment business.
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(d)
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During the last five years, the Reporting Persons have not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors)
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(e)
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During the last five years, the Reporting Persons have not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding were or are subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws
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(f)
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Messrs. Heslop and Warszawski are citizens of the United States.
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Item 3. Source and Amount of Funds or Other Consideration
The gross investment costs (including commissions, if any) of the Shares purchased by the Reporting Persons is approximately $135,259.66, at purchase prices ranging from $0.05 to $0.6155 per Share. The source of these funds was the working capital of the Funds, for which Firefly Partners act as investment manager.
Item 4. Purpose of Transaction
The Reporting Persons acquired the Shares for investment in the ordinary course of business, without a view toward affecting a material change to the Issuer’s business, structure, leadership, organization, dividend policy or capitalization or the listing of Issuer’s securities. The Reporting Persons may make, or cause to be made, further acquisitions of Shares from time to time and may dispose of, or cause to be disposed of, any or all of the Shares held by the Reporting Persons at any time. The Reporting Persons intend to evaluate on an ongoing basis the investment in the Issuer and their options with respect to such investment. In connection with that evaluation, the Reporting Persons, in their individual capacities, may seek to meet with the board of directors and/or members of senior management or communicate publicly or privately with other stockholders or third parties to indicate their views on issues relating to the strategic direction undertaken by the Issuer and other matters of interest to stockholders generally. As part of any such discussions, the Reporting Persons, in their individual capacities, may make recommendations, including but not limited to changes in the strategic direction of the Issuer as a means of enhancing shareholder value. However, Reporting Persons’ recommendations may be ineffective in causing any such change due to the fact that Issuer has filed a voluntary petition for relief pursuant to Chapter 7 of Title 11 of the United States Code in the United States Bankruptcy Court for the Central District of California, Bankruptcy Case No. 6:09-bk-36828-PC. The interim bankruptcy trustee is Helen Frazer, 12800 Center Court Drive, Suite 300, Cerritos, California 90703. The trustee is responsible for the wind-up of the Issuer’s business.
Item 5. Interest in Securities of the Issuer
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a.
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The responses of the Reporting Persons to Items (11) and (13) on the cover pages of this Statement are incorporated herein by reference. The total number of Shares outstanding is 2,213,750.
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b.
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The responses of the Reporting Persons to Items (7) through (10) on the cover pages of this Statement are incorporated herein by reference.
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c.
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See Items 3 and 4, above. The transactions in the Issuer’s securities by each of FVP Master Fund and FVP Fund in the last sixty days are listed as ANNEX A attached hereto and made a part hereof.
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d.
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None.
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e.
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Not applicable.
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Item 6. Contract, Arrangements, Understandings, or Relationships with respect to Securities of the Issuer
The responses of Reporting Persons to Item 2, Item 3, and Item 4 are incorporated herein by reference. Except for the investment management agreements described in Item 2 above, or as otherwise set forth in this Statement, none of the Reporting Persons, nor any other entities or persons described in Item 2, has any contracts, arrangements, understandings, or relationships (legal or otherwise) with each other or with any person with respect to any securities of the Issuer, including, but not limited to transfer or voting of any of the securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits, or loss, nor the giving or withholding of proxies.
