-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, EtQszISXQTXt0NYVzF+U8cqlTtB4MulBkL5tZDiJbfxVKDczMgwEGYrBHcqh9F1e 3wQe0pA2qPyJz0ZLMDQ3Uw== 0000913849-05-000494.txt : 20050620 0000913849-05-000494.hdr.sgml : 20050617 20050620161530 ACCESSION NUMBER: 0000913849-05-000494 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050617 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant ITEM INFORMATION: Unregistered Sales of Equity Securities ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050620 DATE AS OF CHANGE: 20050620 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PRIVATEBANCORP INC CENTRAL INDEX KEY: 0000889936 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 363681151 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-25887 FILM NUMBER: 05905985 BUSINESS ADDRESS: STREET 1: TEN NORTH DEARBORN SUITE 900 CITY: CHICAGO STATE: IL ZIP: 60602 MAIL ADDRESS: STREET 1: TEN NORTH DEARBORN STREET CITY: CHICAGO STATE: IL ZIP: 60602 8-K 1 f8k_061705.txt FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): JUNE 17, 2005 PRIVATEBANCORP, INC. (Exact name of registrant as specified in its charter) ----------------------------- DELAWARE 000-25887 36-3681151 (State or other jurisdiction of (Commission File Number) (I.R.S. Employer Identification No.) Incorporation) TEN NORTH DEARBORN 60602 CHICAGO, ILLINOIS (Zip Code) (Address of principal executive offices)
Registrant's telephone number, including area code: (312) 683-7100 NOT APPLICABLE (Former name or former address, if changed since last year) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT. ------------------------------------------ On June 20, 2005, PrivateBancorp, Inc.'s (the "Company") newly formed wholly-owned special purpose finance subsidiary, PrivateBancorp Statutory Trust II, a Delaware statutory trust (the "Trust"), issued $50,000,000 of trust preferred securities (the "Capital Securities") in a private placement to an institutional investor pursuant to an applicable exemption from registration. The Capital Securities mature in September 2035, are redeemable at the Company's option beginning after five years, and require quarterly distributions by the Trust to the holder of the Capital Securities, initially at a rate of 6.00% until September 2010, and thereafter at a rate equal to the three-month LIBOR rate plus 1.71%. The Company has irrevocably and unconditionally guaranteed the Capital Securities and, to the extent not paid by the Trust, accrued and unpaid distributions on the Capital Securities and the redemption price payable to the Capital Securities holders, in each case to the extent the Trust has funds available. The proceeds of the Capital Securities, along with proceeds of $1,547,000 from the issuance of common securities (the "Common Securities") by the Trust to the Company, were used to purchase $51,547,000 of the Company's fixed/floating rate junior subordinated deferrable interest debentures (the "Debentures"), the proceeds of which will be used to fund a portion of the purchase price of the Company's previously announced acquisition of Bloomfield Hills Bancorp., Inc. The Debentures were issued pursuant to an indenture dated June 20, 2005, between the Company, as issuer, and Wilmington Trust Company, as trustee (the "Indenture"). Like the Capital Securities, the Debentures bear interest initially at a rate of 6.00% until September 2010, and thereafter at a rate equal to the three-month LIBOR rate plus 1.71%. The interest payments by the Company on the Debentures will be used to pay the quarterly distributions payable by the Trust to the holders of the Capital Securities. However, so long as no event of default, as described below, has occurred under the Debentures, the Company may defer interest payments on the Debentures (in which case the Trust will be entitled to defer distributions otherwise due on the Capital Securities) for up to 20 consecutive quarters. The Debentures are subordinated to the prior payment of any other indebtedness of the Company that, by its terms, is not similarly subordinated. The Debentures mature on September 15, 2035, but may be redeemed at the Company's option at any time on or after September 15, 2010 or at any time upon certain events, such as a change in the regulatory capital treatment of the Debentures, the Trust being deemed an investment company or the occurrence of certain adverse tax events. Except upon the occurrence of the certain events described above prior to September 15, 2010, the Company may redeem the Debentures at their aggregate principal amount, plus accrued interest, if any. The Debentures may be declared immediately due and payable at the election of the trustee or holders of at least 25% of aggregate principal amount of outstanding Debentures upon the occurrence of an event of default. An event of default generally means (1) default in the payment of any interest when due that continues unremedied for a period of 60 days, except in the case of an election by the Company to defer payment of interest for up to 20 consecutive quarters (which does not constitute an event of default), (2) a default in the payment of the principal amount of the Debentures as and when such amount becomes due, including at maturity, (3) a default in the payment of any interest following the deferral of interest payments by the Company for 20 consecutive quarters, (4) a default in the Company's performance, or breach, of any covenant, agreement or warranty in the Indenture which is not cured within 60 days, (5) the institution of any bankruptcy or similar proceedings by or against the Company, or (6) the liquidation, dissolution or winding up of the Trust, other than as contemplated in the Indenture. The Company also has entered into a Guarantee Agreement pursuant to which it has agreed to guarantee the payment by the Trust of distributions on the Capital Securities, and the payment of the principal amount of the Capital Securities when due, either at maturity or on redemption, but only if and to the extent that the Trust fails to pay distributions on or the principal amount of the Capital Securities after having received interest payments or principal payments on the Debentures from the Company for the purpose of paying those distributions or the principal amount of the Capital Securities. ITEM 2.03. CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION ---------------------------------------------------------- UNDER AN OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT. - ------------------------------------------------------ (a) The information set forth in Item 1.01 is incorporated by reference herein. 2 (b) On June 20, 2005, the Company drew $7.0 million on its existing $40.0 million credit facility with a commercial bank. The interest rate on any borrowings under this revolving line resets quarterly, and is based on, at the Company's option, either the lender's prime rate or three-month LIBOR plus 1.20%, with a floor of 3.50%. At June 20, 2005, the interest rate on the new borrowings is equal to 4.63%. Immediately prior to the draw-down, the balance under the credit facility was $0. The revolving credit facility was amended on December 1, 2004 to extend the maturity to December 1, 2005. The proceeds from the borrowing will be used to fund a portion of the purchase price of the Company's previously announced acquisition of Bloomfield Hills Bancorp., Inc. ITEM 3.02. UNREGISTERED SALES OF EQUITY SECURITIES. --------------------------------------- On June 17, 2005, the Company sold $7.565 million, or 323,554 shares, of its common stock at a purchase price of $32.53 per share in a private placement to accredited investors only. The shares were offered and sold by the Company in reliance on an exemption from registration pursuant to Section 4(2) under the Securities Act of 1933, as amended, and Rule 506 promulgated thereunder. The proceeds from the sale of the shares will be used by the Company for general corporate purposes. ITEM 8.01. OTHER EVENTS. ------------ On June 20, 2005, the Company announced the completion of its previously announced acquisition of Bloomfield Hills Bancorp., Inc. Attached as Exhibit 99.1 is a copy of the press release relating to the announcement, which is incorporated herein by reference. ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS. --------------------------------- (c) Exhibits. Exhibit 99.1 Press Release dated June 20, 2005. 3 SIGNATURE --------- Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Date: June 20, 2005 PRIVATEBANCORP, INC. By: /s/ Ralph B. Mandell -------------------------------- Ralph B. Mandell Chairman of the Board and Chief Executive Officer 4 EXHIBIT INDEX NUMBER DESCRIPTION - ------ ----------- Exhibit 99.1 Press Release dated June 20, 2005. 5 EX-99.1 2 ex99-1_061705.txt PRESS RELEASE DATED JUNE 20, 2005 EXHIBIT 99.1 [PRIVATEBANCORP, INC. LETTERHEAD] FOR FURTHER INFORMATION: Dennis Klaeser, CFO PrivateBancorp, Inc. 312-683-7100 For Immediate Release PRIVATEBANCORP, INC. COMPLETES ACQUISITION OF BLOOMFIELD HILLS BANCORP, INC. Adds Banking Offices in Bloomfield Hills, Grosse Pointe and Rochester Chicago, IL June 20, 2005 --- PrivateBancorp, Inc. (NASDAQ: PVTB) announced today that it had completed its previously announced acquisition of Bloomfield Hills Bancorp. Inc. ("Bloomfield Hills Bancorp"). Bloomfield Hills Bancorp, which had assets of $338.0 million at March 31, 2005, operates a single bank subsidiary, The Private Bank, which has three banking offices located in the affluent Detroit area communities of Bloomfield Hills, Grosse Pointe and Rochester. The Private Bank also operates a trust and wealth management unit and a mortgage-banking subsidiary. "We are delighted to welcome the Bloomfield Hills Bancorp team to the PrivateBancorp family and look forward to working together to continue providing exceptional private banking services to their clients," said Ralph B. Mandell, Chairman, President and CEO, PrivateBancorp, Inc. (the "Company"). The $64.0 million cash acquisition, funded with a combination of cash generated from operations and the proceeds from the sale of $50.0 million of trust preferred securities, is expected to be accretive to the Company's 2005 diluted earnings per share. In conjunction with the closing of the acquisition, PrivateBancorp issued $50.0 million in fixed/floating rate trust preferred securities through PrivateBancorp Statutory Trust II, a newly created business trust subsidiary. The trust preferred securities will pay interest quarterly at a fixed rate of 6.00% for the initial five years and then subsequently pay interest quarterly at a floating rate equal to 3 month LIBOR plus 1.71%. The trust preferred securities will have a 30-year final maturity and will be callable at par at the option of the Company in whole or in part after year five, on any coupon date. Prior to the close of the transaction, the Company completed a private placement of $7.5 million of its common stock, which was purchased by certain members of the management team from Bloomfield Hills Bancorp as well as individuals from its market area. Upon closing, The Private Bank is a subsidiary of PrivateBancorp, Inc. and is known as The PrivateBank - Michigan. PrivateBancorp, Inc. was organized in 1989 to provide highly personalized financial services primarily to affluent individuals, professionals, owners of closely-held businesses and commercial real estate investors. The Company uses a European tradition of "private banking" as a model to develop lifetime relationships with its clients. Utilizing a team of highly qualified managing directors, The PrivateBank tailors products and services to meet each client's needs in personal and commercial banking services and wealth management services. The Company, which had assets of $2.6 billion at March 31, 2005, currently has banking offices in downtown Chicago, Chicago's Gold Coast, Wilmette, Oak Brook, St. Charles, Lake Forest, Winnetka, and Geneva, Illinois; in Bloomfield Hills, Rochester and Grosse Pointe, Michigan; in St. Louis, Missouri; and in Milwaukee, Wisconsin. Additional information can be found in the Investor Relations section of PrivateBancorp, Inc.'s website at www.pvtb.com. -----END PRIVACY-ENHANCED MESSAGE-----