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Preferred Stock And Related Warrant
12 Months Ended
Dec. 31, 2011
Preferred Stock And Related Warrant  
Preferred Stock And Related Warrant

Note 17:  PREFERRED STOCK AND RELATED WARRANT

 

On November 21, 2008, as part of the Capital Purchase Program established by the U.S. Department of the Treasury (Treasury) under the Emergency Economic Stabilization Act of 2008 (the EESA), the Company entered into a Purchase Agreement with Treasury pursuant to which the Company issued and sold to Treasury 124,000 shares of the Company’s Fixed Rate Cumulative Perpetual Preferred Stock, Series A (the Series A Preferred Stock), having a liquidation preference of $1,000 per share (and $124 million liquidation preference in the aggregate), and a ten-year warrant to purchase up to 243,998 shares (post reverse-split) of the Company’s common stock, par value $0.01 per share, at an initial exercise price of $76.23 per share (post reverse-split), for an aggregate purchase price of $18.6 million in cash.  In connection with the issuance and sale of the Company’s securities, the Company entered into a Letter Agreement including the Securities Purchase Agreement—Standard Terms, dated November 21, 2008, with the U.S. Treasury (the Agreement).  The Agreement grants the holders of the preferred stock, the warrant and the common stock to be issued under the warrant registration rights and subjects the Company to executive compensation limitations included in the Emergency Economic Stabilization Act of 2008.  For regulatory purposes, the preferred stock is considered Tier 1 capital.

 

Cumulative dividends on the Series A Preferred Stock accrue on the liquidation preference at a rate of 5% per annum for the first five years, and at a rate of 9% per annum thereafter, but are paid only if, as, and when declared by the Company’s Board of Directors (the Board).  The preferred stock ranks senior to the Company’s common stock (and on an equivalent basis with the Company’s other authorized series of preferred stock, of which no shares are currently outstanding) with respect to the payment of dividends and distributions of amounts payable upon liquidation, dissolution and winding up the Company.  The Company may not pay dividends on, repurchase, or redeem any other class of stock unless all dividends in arrears are fully paid.  The preferred stock may be redeemed by the Company at its issue price, plus all accrued and unpaid dividends, subject to the approval of the Company’s primary federal bank regulator.  The preferred stock has no maturity date.  The preferred stock is not subject to any contractual restrictions on transfer.  The holders of the preferred stock have no general voting rights, and have only limited class voting rights including authorization or issuance of shares ranking senior to the preferred stock, any amendment to the rights of the preferred stock, or any merger, exchange or similar transaction which would adversely affect the rights of the preferred stock.  If dividends on the preferred stock are not paid in full for six dividend periods, whether or not consecutive, the preferred stockholders will have the right to elect two directors.  The right to elect directors will end when full dividends have been paid for four consecutive dividend periods.  The preferred stock is not subject to sinking fund requirements and has no participation rights.

 

The Series A preferred stock and detachable warrant were initially recognized based on their relative fair values at the date of issuance and the. $124 million of proceeds received in connection with the issuance was allocated between the preferred stock and detachable warrant based on their relative fair values.  As a result, the preferred stock’s initial recorded value of $115.8 million was at a discount to the liquidation value or stated value.  The discount of $8.2 million is considered an unstated dividend cost that is being amortized over the five-year period preceding commencement of the 9% perpetual dividend using the effective interest method, by charging the imputed dividend cost against retained earnings and increasing the carrying amount of the preferred stock by a corresponding amount.  The total stated dividends (whether or not declared) and unstated dividend cost combined represents a period’s total preferred stock dividend, which is deducted from net income to arrive at net income available to common shareholders.  During each of the years ended December 31, 2011, 2010 and 2009, the Board declared and the Company paid four preferred stock dividends totaling $6.2 million per year.  In addition, the Company accreted dividend expense as a result of amortization of the discount of $1.7 million, $1.6 million and $1.5 million, respectively, in the years ended December 31, 2011, 2010 and 2009.  As of December 31, 2011, accrued and unpaid dividends totaled $792,000 and no dividend payments on the preferred stock were in arrears.

 

Common Stock Warrant: On November 21, 2008, in connection with the issuance of the preferred stock, the Company issued a warrant to the U.S. Treasury to purchase up to 243,998 shares (post reverse-split) of the Company’s common stock, par value $0.01 per share, at an initial exercise price of $76.23 per share (post reverse-split), subject to certain customary anti-dilution and other adjustments.  The warrant issued is immediately exercisable, in whole or in part, and have a ten-year term.  The warrant is not subject to any contractual restrictions on transfer.  The Company has granted the warrant holder piggyback registration rights for the warrant and the common stock underlying the warrant and has agreed to take such other steps as may be reasonably requested to facilitate the transfer of the warrant and the common stock underlying the warrant.  The holder of the warrant is not entitled to any common stockholder rights.  The U.S. Treasury agreed not to exercise voting power with respect to any shares of common stock of the Company issued to it upon exercise of the warrant.