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 14, 2013
INTERVEST BANCSHARES CORPORATION
(Exact Name of Registrant as Specified in Charter)
| Delaware | 000-23377 | 13-3699013 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification Number) |
| 1 Rockefeller Plaza, Suite 400, New York, New York | 10020-2002 | |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s Telephone Number Including Area Code: (212) 218-2800
NOT APPLICABLE
(Former name or former address, if changed since last report)
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(b) under the Exchange Act (17 CFR 240.14a-12(b)) |
| ¨ | 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 5.02 – Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As reported under Item 8.01 below, Intervest Bancshares Corporation has been notified that it has successfully bid for the purchase of 6,250 shares of Fixed Rate Cumulative Perpetual Preferred Stock, Series A, par value $1.00 per share, of the Company (the “Preferred Stock”). The Preferred Stock was offered and sold by the United States Department of the Treasury (the “Selling Shareholder”), through a private offering structured as a modified Dutch auction (the “Auction”).
As previously reported, Susan Roth Katzke and C. Wayne Crowell are currently serving on the Company’s Board of Directors as designees of the Selling Shareholder. In connection with the closing of the Auction, the Company anticipates payment of the accumulated and unpaid dividends on the Preferred Stock, as a result of which the term in office of those designees would terminate. However, on June 10, 2013, the Board of Directors of the Company, by unanimous written consent, adopted a resolution (i) expanding by two the number of directors to be elected by the common stockholders of the Company, and (ii) appointing Ms. Katzke and Mr. Crowell to fill the vacancies left by such newly created directorships. The foregoing resolution will become effective upon any termination of such individuals’ service as directors following the closing of the Auction, currently expected to occur June 24, 2013.
Ms. Katzke currently serves on the Audit Committee of the Company’s Board of Directors, and Mr. Crowell currently serves on the Compliance Committee. In addition, following their election to the Board of Directors as described above, Ms. Katzke and Mr. Crowell will remain subject to the same compensation arrangements as apply to the other independent directors of the Company as described in the Company’s definitive proxy statement filed on April 11, 2013.
Item 8.01 – Other Events.
The Company has been notified that it has successfully bid for the purchase of 6,250 shares of the Preferred Stock at a bid price of $970.00 per share, for a total purchase price of $7,290,000, including accrued and unpaid dividends on such shares of Preferred Stock. The Selling Shareholder offered and sold 25,000 shares of Preferred Stock (the “Shares”) pursuant to the Auction. The Shares were offered principally to domestic qualified institutional buyers and certain domestic institutional accredited investors, commencing on June 10, 2013 and ending on June 13, 2013. Sandler O’Neill & Partners, L.P. and Stifel, Nicolaus & Company, Incorporated acted as placement agents for the Selling Shareholder in connection with the Auction. The Company will not receive any of the proceeds from the Auction.
The closing of the auction is expected to occur on or about June 24, 2013, subject to customary closing conditions. The remaining 18,750 Shares held by the Selling Shareholder are expected to be purchased by unrelated third parties.
As a result of its successful bid in the auction, upon settlement of the transaction, the Company will retire 6,250 of its original sale of 25,000 shares of Preferred Stock to the Selling Shareholder.
A copy of the Company’s press release, dated June 17, 2013 is attached hereto as Exhibit 99.1 and is incorporated by reference herein.
Item 9.01 – Financial Statements and Exhibits.
| (d) | Exhibits. |
| Exhibit |
Description | |
| 99.1 | Press release issued by Intervest Bancshares Corporation on June 17, 2013 | |
Disclosure about forward-looking statements
This Form 8-K contains forward-looking statements. These statements are subject to certain risks and uncertainties that could cause actual results to differ materially from those anticipated in the forward-looking statements. Factors that might cause such a difference include, but are not limited to, changes in interest rate environment, management’s business strategy, national, regional, and local market conditions and legislative and regulatory conditions.
Readers should not place undue reliance on forward-looking statements, which reflect management’s view only as of the date hereof. The Company undertakes no obligation to publicly revise these forward-looking statements to reflect subsequent events or circumstances. Readers should also carefully review the risk factors described in other documents the Company files from time to time with the Securities and Exchange Commission.
SIGNATURES
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 thereunto duly authorized.
| INTERVEST BANCSHARES CORPORATION | ||||||
| Date: June 17, 2013 | By: | /s/ Lowell S. Dansker | ||||
| Lowell S. Dansker | ||||||
| Chairman and Chief Executive Officer | ||||||
EXHIBIT INDEX
| Exhibit |
Description | |
| 99.1 | Press release issued by Intervest Bancshares Corporation on June 17, 2013 | |
Exhibit 99.1
For Immediate Release
June 17, 2013 – Intervest Bancshares Corporation Announces Successful Bid for TARP Securities
Intervest Bancshares Corporation (NASDAQ-GS: IBCA), the holding company for Intervest National Bank, announced today that it has been notified that it successfully bid for the purchase of 6,250 shares of its Series A Fixed Rate Cumulative Perpetual Preferred Stock (the “Preferred Stock”) held by the U.S. Department of the Treasury (“Treasury”). The Company issued 25,000 shares of Preferred Stock to the Treasury in December 2008 in connection with the Company’s participation in the Capital Purchase Program (the “CPP”) under the Treasury’s Troubled Asset Relief Program (“TARP”), together with a ten-year warrant (the “Warrant”) to purchase 691,882 shares of the Company’s common stock at an exercise price of $5.42 per share.
On June 6, 2013, the Treasury announced its intent to sell its investment in the Company’s Preferred Stock, along with similar investments the Treasury had made in five other financial institutions, primarily to qualified institutional buyers and certain institutional accredited investors. The Company sought and obtained regulatory approvals allowing it to participate in the auction. Using a modified Dutch auction methodology that established a market price by allowing investors to submit bids at specified increments during the period from June 10, 2013 through June 13, 2013, the Treasury auctioned all of the Company’s 25,000 shares of Preferred Stock. The remaining 18,750 shares of Preferred Stock are expected to be purchased by unrelated third parties. The closing price of the auctioned shares was $970.00 per share.
The Company purchased the Preferred Stock at a discount of 3.0% from the liquidation preference of the Preferred Stock, for a total purchase price of $6,062,500, plus an additional $1,227,500 in accrued and unpaid preferred dividends through the transaction’s expected settlement date of June 24, 2013. The Treasury continues to hold the Warrant. Going forward, the Company will benefit from the elimination of the annual Preferred Stock dividend of $312,500 with respect to the 6,250 shares to be purchased.
Chairman and CEO Lowell Dansker commented “We are quite pleased to have been able to participate in Treasury’s auction and to retire 6,250 shares of our outstanding Preferred Stock. Our original participation in the CPP strengthened our capital base and allowed us to take a variety of steps that have improved our financial condition. As a result, our capital ratios following this partial redemption will continue to be well in excess of applicable standards and we will be positioned for future growth.”
Intervest Bancshares Corporation
Intervest Bancshares Corporation is a bank holding company. Its principal operating subsidiary is Intervest National Bank, a nationally chartered commercial bank that has its headquarters
and full-service banking office at One Rockefeller Plaza, in New York City, and a total of six full-service banking offices in Clearwater and Gulfport, Florida. Intervest Bancshares Corporation’s Class A Common Stock is listed on the NASDAQ Global Select Market: Trading Symbol IBCA.
This release may contain forward-looking information. Words such as “may,” “will,” “could,” “should,” “would,” “believe,” “anticipate,” “estimate,” “expect,” “intend,” “plan,” “project,” “assume,” “indicate,” “continue,” “target,” “goal,” and similar words or expressions of the future are intended to identify forward-looking statements. Except for historical information, the matters discussed herein are subject to certain risks and uncertainties that may adversely affect our business, financial condition and results of operations. The following factors, among others, could cause actual results to differ materially from those set forth in forward looking statements: the regulatory agreement to which the Company is currently subject and any operating restrictions arising therefrom including availability of regulatory approvals or waivers; changes in economic conditions and real estate values both nationally and in our market areas; changes in our borrowing facilities, volume of loan originations and deposit flows; changes in the levels of our non-interest income and provisions for loan and real estate losses; changes in the composition and credit quality of our loan portfolio; legislative or regulatory changes, including increased expenses arising therefrom; changes in interest rates which may reduce our net interest margin and net interest income; increases in competition; technological changes which we may not be able to implement; changes in accounting or regulatory principles, policies or guidelines; changes in tax laws and our ability to utilize our deferred tax asset, including NOL and AMT carryforwards; and our ability to attract and retain key members of management. Reference is made to the Company’s filings with the SEC for further discussion of risks and uncertainties regarding our business. We assume no obligation to update any forward looking statements. Historical results are not necessarily indicative of our future prospects.
| CONTACT: | LOWELL DANSKER, CHAIRMAN |
| Intervest Bancshares Corporation |
| One Rockefeller Plaza (Suite 400) |
| New York, New York 10020-2002 |
| 212-218-2800 Fax - 212-218-2808 |