EX-99.1 2 g23026exv99w1.htm EX-99.1 exv99w1
Exhibit 99.1
BankAtlantic Bancorp Announces Status of and Extends Deadline for Offers to Purchase and
Consent Solicitations for Non-Publicly Traded Trust Preferred Securities
     FORT LAUDERDALE, FL — April 22, 2010 — BankAtlantic Bancorp, Inc. (NYSE: BBX; the “Company”) reported today that Hexagon Securities, the dealer manager and solicitation agent for the Offers, has notified the Company that it has received consents from the holders of in excess of 66 2/3% of the most-senior classes of notes issued by Preferred Term Securities IX, Inc. (“PreTSL IX”). The consents direct the trustee of PreTSL IX, The Bank of New York Mellon, to accept the Offer for $25.2 million aggregate principal amount of the Fixed/Floating Rate Capital Securities of BBC Capital Statutory Trust X (the “BBC X TruPS”) held by PreTSL IX.
     While we believe that the percentage of consents received exceeds the threshold required by the indenture of PreTSL IX to authorize The Bank of New York Mellon to accept our Offer for the BBC X TruPS, The Bank of New York Mellon has advised us that it will not accept the Offers in which they are involved without receiving a greater percentage of consents. We disagree with The Bank of New York Mellon’s interpretation and currently intend to seek to pursue the acceptance of the Offer by PreTSL IX based on the consents received.
     Because each series of the TruPS is held as part of a larger pool of securities by one or more trustees or nominees, each trustee or nominee will not act until it believes it has the requisite authority from the ultimate beneficial holders who, pursuant to the terms of their individual instruments, hold the right to authorize the trustee or nominee to accept the applicable Offer. Notwithstanding any consents received from beneficial holders, to our knowledge, as of 5:00 p.m., Eastern Time, on April 21, 2010, no trustee tendered any TruPS subject to our Offers.
     The Company also announced today that it is extending the Expiration Time with respect to its previously announced cash offers to purchase, and consent solicitations relating to, the twelve series of its non-publicly traded trust preferred securities (the “TruPS”), with an aggregate principal amount of $230,000,000 listed below (each, an “Offer” and, collectively, the “Offers”):
                         
            Offer to        
            Purchase Price        
    Principal     per $1,000 of     Aggregate  
    Amount     Principal     Purchase  
Name of TruPS
   Outstanding     Amount     Price  
 
Capital Securities of BBX Capital Trust 2007 I(A)
   $ 25,000,000     $ 200     $ 5,000,000  
Floating Rate Capital Securities of BBX Capital Trust 2007 II(A)
   $ 5,000,000     $ 200     $ 1,000,000  
Floating Rate Capital Securities of BBC Capital Statutory Trust III
   $ 25,000,000     $ 200     $ 5,000,000  
Floating Rate Capital Securities of BBC Capital Statutory Trust IV
   $ 25,000,000     $ 200     $ 5,000,000  
BBC Capital Trust V Floating Rate Preferred Securities
   $ 10,000,000     $ 200     $ 2,000,000  
BBC Capital Trust VI Floating Rate Preferred Securities
   $ 15,000,000     $ 200     $ 3,000,000  
Floating Rate Capital Securities of BBC Capital Statutory Trust VII
   $ 25,000,000     $ 200     $ 5,000,000  
Floating Rate TP Securities of BBC Capital Trust VIII
   $ 15,000,000     $ 200     $ 3,000,000  
Floating Rate TP Securities of BBC Capital Trust IX
   $ 10,000,000     $ 200     $ 2,000,000  
Fixed/Floating Rate Capital Securities of BBC Capital Statutory Trust X
   $ 50,000,000     $ 200     $ 10,000,000  
Fixed/Floating Rate TRUPS(R) of BBC Capital Trust XI
   $ 10,000,000     $ 200     $ 2,000,000  
TP Securities of BBC Capital Trust XII
   $ 15,000,000     $ 200     $ 3,000,000  
 
 
                  
Total
   $ 230,000,000             $ 46,000,000  
 
                    
     The Expiration Time for each of the Offers will now be 5:00 p.m., Eastern Time, on May 20, 2010, unless extended or earlier terminated by the Company. In order to be eligible to receive the purchase price, holders of the TruPS must validly tender, and not withdraw, their TruPS prior to the Expiration Time, unless extended or earlier terminated by the Company. TruPS accepted for purchase will be paid for on the applicable settlement date for each offer to purchase, which, assuming the offers to purchase are not extended, will be promptly after the applicable Expiration Time.

 

 

     The terms and conditions of the Offers, each of which will expire as shown above unless extended or earlier terminated by the Company, are described in the applicable Offers to Purchase for Cash and Consent Solicitations Statement (the “Offers to Purchase Statement”) and the applicable related Letter of Transmittal and Consent, sent to holders of each of the series of TruPS listed above. Except for the extension of the Expiration Time as described in this press release, all other terms and conditions of the offers to purchase and consent solicitations remain unchanged.
     This press release is for informational purposes only and is not an offer to purchase, a solicitation of an offer to purchase or a solicitation of consent with respect to any securities. The offers to purchase and consent solicitations are being made solely pursuant to the applicable Offers to Purchase Statement and the applicable related Letter of Transmittal and Consent, which set forth the complete terms of the offers to purchase and consent solicitations.
About BankAtlantic Bancorp:
BankAtlantic Bancorp (NYSE: BBX) is a bank holding company and the parent company of BankAtlantic.
About BankAtlantic:
BankAtlantic, Florida’s Most Convenient Bank, is one of the largest financial institutions headquartered in Florida. Via its broad network of community branches, online banking division — BankAtlantic.com, and conveniently located ATMs, BankAtlantic provides a full line of personal, small business and commercial banking products and services. BankAtlantic is open 7 days a week with extended weekday hours, Free Online Banking & Bill Pay, a 7-Day Customer Service Center and Change Exchange coin counters.
For further information, please visit our websites:
www.BankAtlanticBancorp.com
www.BankAtlantic.com
To receive future BankAtlantic Bancorp news releases or announcements directly via Email, please click on the Email Broadcast Sign Up button on our website:
www.BankAtlanticBancorp.com.
BankAtlantic Bancorp Contact Info:
Leo Hinkley, Investor and Media Relations Officer
Telephone: (954) 940-5300
Email: InvestorRelations@BankAtlanticBancorp.com
BankAtlantic, “Florida’s Most Convenient Bank,” Contact Info:
Media Relations:
Sharon Lyn, Vice President
Telephone: 954-940-6383, Fax: 954-940-5320
Email: CorpComm@BankAtlanticBancorp.com
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Except for historical information contained herein, the matters discussed in this press release contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that involve substantial risks and uncertainties. Actual results, performance, or achievements could differ materially from those contemplated, expressed, or implied by the forward-looking statements contained herein. These forward-looking statements are based largely on the expectations of BankAtlantic Bancorp, Inc. (the “Company”) and are subject to a number of risks and uncertainties that are subject to change based on factors which are, in many instances, beyond the Company’s control. Forward-looking statements in this press release relating to the Company’s cash offers to purchase the outstanding TruPS are subject to the risk that a sufficient number of offers are not accepted by the requisite holders of the particular series of TruPS to which each offer relates and that we are not able to obtain financing upon acceptable terms or in amounts sufficient to complete the offers, if at all. In addition to the risks and factors identified above, reference is also made to other risks and factors detailed in reports filed by the Company with the Securities and Exchange Commission, including the Company’s Annual Report on Form 10-K for the year ended December 31, 2009. The Company cautions that the foregoing factors are not exclusive.