BFNB » Topics » Junior Subordinated Debentures

This excerpt taken from the BFNB 10-Q filed Nov 7, 2008.

Junior Subordinated Debentures

 

The average and period end balances of the floating rate trust preferred securities through BFNB Trust and BFNB Trust II (the “Trusts”) totaled $10.3 million for all periods reported.  These trust preferred securities are reported on our consolidated balance sheet as junior subordinated debentures. The trust preferred securities accrue and pay distributions annually at a rate per annum equal to the six month LIBOR plus 270 on $5.15 million and LIBOR plus 190 basis points on the remaining $5.15 million, respectively, which was 5.50% and 4.72% at September 30, 2008.  The

 

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distribution rate payable on these securities is cumulative and payable quarterly in arrears.  The Company has the right, subject to events of default, to defer payments of interest on the trust preferred securities for a period not to exceed 20 consecutive quarterly periods, provided that no extension period may extend beyond the maturity dates of May 27, 2034 and March 30, 2035, respectively.  The Company has no current intention to exercise its right to defer payments of interest on the trust preferred securities.  The Company has the right to redeem the trust preferred securities, in whole or in part, on or after May 27, 2009 and March 30, 2010, respectively.  The trust preferred securities can be redeemed prior to such dates upon occurrence of specified conditions and the payment of a redemption premium.

 

This excerpt taken from the BFNB 10-Q filed Aug 8, 2008.

Junior Subordinated Debentures

 

The average and period end balances of the floating rate trust preferred securities through BFNB Trust I and BFNB Trust II (the “Trusts”) totaled $10.3 million for all periods reported. These trust preferred securities are reported on our consolidated balance sheet as junior subordinated debentures. The trust preferred securities accrue and pay distributions annually at a rate per annum equal to the six month LIBOR plus 270 and 190 basis points, respectively, which was 5.62% and 4.68% at June 30, 2008.  The distribution rate payable on these securities is cumulative and payable quarterly in arrears.  The Company has the right, subject to events of default, to defer payments of interest on the trust preferred securities for a period not to exceed 20 consecutive quarterly periods, provided that no extension period may extend beyond the maturity dates of May 27, 2034 and March 30, 2035, respectively.  The Company has no current intention to exercise its right to defer payments of interest on the trust preferred securities.  The Company has the right to redeem the trust preferred securities, in whole or in part, on or after May 27, 2009 and March 30, 2010, respectively.  The trust preferred securities can be redeemed prior to such dates upon occurrence of specified conditions and the payment of a redemption premium.

 

This excerpt taken from the BFNB 10-Q filed May 9, 2008.

Junior Subordinated Debentures

 

The average and period end balances of the floating rate trust preferred securities through BFNB Trust I and BFNB Trust II (the “Trusts”) totaled $10.3 million for all periods reported. These trust preferred securities are reported on our consolidated balance sheet as junior subordinated debentures The trust preferred securities accrue and pay distributions annually at a rate per annum equal to the three month LIBOR plus 270 and 190 basis points, respectively, which was 6.55% and 4.70% at March 31, 2008.  The distribution rate payable on these securities is cumulative and payable quarterly in arrears.  The Company has the right, subject to events of default, to defer payments of interest on the trust preferred securities for a period not to exceed 20 consecutive quarterly periods, provided that no extension period may extend beyond the maturity dates of May 27, 2034 and March 30, 2035, respectively.  The Company has no current intention to exercise its right to defer payments of interest on the trust preferred securities.  The Company has the right to redeem the trust preferred securities, in whole or in part, on or after May 27, 2009 and March 30, 2010, respectively.  The trust preferred securities can be redeemed prior to such dates upon occurrence of specified conditions and the payment of a redemption premium.

 

Debt issuance costs, net of accumulated amortization, from the junior subordinated debentures totaled $32,693 at March 31, 2008, $39,745 at March 31, 2007, and $33,943 at December 31, 2007.   These costs are included in other assets on our consolidated balance sheet.  Amortization of debt issuance costs from trust preferred debt totaled $1,250 for the three month period ended March 31, 2008 and $834 for the three month period ended March 31, 2007, and $5,005 for the year ended December 31, 2007.  These costs are reported in other noninterest expense on the consolidated statement of income.

 

These excerpts taken from the BFNB 10-K filed Mar 14, 2008.

NOTE 10 — JUNIOR SUBORDINATED DEBENTURES

 

On May 27, 2004, and March 30, 2005, Beach First National Trusts (the “Trust”) and (“Trust II”), non-consolidated subsidiaries of the Company, issued and sold floating rate capital securities of the trusts, which are reported on the Consolidated Balance Sheets as junior subordinated debentures.  The junior subordinated debentures are unsecured obligations of the Company and are subordinate and junior in right of payment to all present and future senior indebtedness of the Company.  The Company has entered into guarantees, which together with its obligations under the junior subordinated debentures and the declaration of trusts governing the Trusts, provides full and unconditional guarantees of the trust preferred securities.  Each issuance generated proceeds of $5.0 million. The Trusts loaned these proceeds to the Company to use for general corporate purposes, primarily to provide capital to the Bank.  The debentures qualify as Tier 1 capital under Federal Reserve Board guidelines.

 

During 2007 and 2006, the average junior subordinated debt was $10.3 million.  Total junior subordinated debt outstanding at December 31, 2007 and 2006, was $10.3 million and $10.3 million, respectively. The maximum amount outstanding during any month-end period in 2007 was $10.3 million with an average rate of 7.78%.  The maximum amount outstanding during any month-end period in 2006 was $10.3 million with an average rate of 7.49%.

 

The trust preferred securities under Trust and Trust II accrue and pay distributions annually at a rate per annum equal to the three month LIBOR plus 270 and 190 basis points, respectively, which was 7.85% and 7.59% at December 31, 2007.  The distribution rate payable on these securities is cumulative and payable quarterly in arrears.  The Company has the right, subject to events of default, to defer payments of interest on the trust preferred securities for a period not to exceed 20 consecutive quarterly periods, provided that no extension period may extend beyond the maturity dates of May 27, 2034 and March 30, 2035, respectively.  The Company has no current intention to exercise this right to defer payments of interest on the trust preferred securities.  The Company has the right to redeem the trust preferred securities, in whole or in part, on or after May 27, 2009 and March 30, 2010, respectively.  The Company may also redeem the trust preferred securities prior to such dates upon occurrence of specified conditions and the payment of a redemption premium.

 

Debt issuance costs, net of accumulated amortization, from the junior subordinated debentures totaled $33,943 and $38,948 at December 31, 2007 and 2006, respectively, and are included in other assets on the Consolidated Balance Sheets.  Amortization of debt issuance costs from trust preferred debt totaled $5,005, $4,588, and $3,962 for the years ended December 31, 2007, 2006, and 2005, respectively.

 

 

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NOTE 10
— JUNIOR SUBORDINATED DEBENTURES



 



On
May 27, 2004, and March 30, 2005, Beach First National Trusts (the “Trust”)
and (“Trust II”), non-consolidated subsidiaries of the Company, issued and sold
floating rate capital securities of the trusts, which are reported on the
Consolidated Balance Sheets as junior subordinated debentures.  The junior subordinated debentures are
unsecured obligations of the Company and are subordinate and junior in right of
payment to all present and future senior indebtedness of the Company.  The Company has entered into guarantees,
which together with its obligations under the junior subordinated debentures
and the declaration of trusts governing the Trusts, provides full and unconditional
guarantees of the trust preferred securities. 
Each issuance generated proceeds of $5.0 million. The Trusts loaned
these proceeds to the Company to use for general corporate purposes, primarily
to provide capital to the Bank.  The
debentures qualify as Tier 1 capital under Federal Reserve Board guidelines.



 



During
2007 and 2006, the average junior subordinated debt was $10.3 million.  Total junior subordinated debt outstanding at
December 31, 2007 and 2006, was $10.3 million and $10.3 million, respectively.
The maximum amount outstanding during any month-end period in 2007 was $10.3
million with an average rate of 7.78%. 
The maximum amount outstanding during any month-end period in 2006 was
$10.3 million with an average rate of 7.49%.



 



The
trust preferred securities under Trust and Trust II accrue and pay
distributions annually at a rate per annum equal to the three month LIBOR plus
270 and 190 basis points, respectively, which was 7.85% and 7.59% at December 31,
2007.  The distribution rate payable on these securities is cumulative and
payable quarterly in arrears.  The Company has the right, subject to
events of default, to defer payments of interest on the trust preferred
securities for a period not to exceed 20 consecutive quarterly periods, provided
that no extension period may extend beyond the maturity dates of May 27,
2034 and March 30, 2035, respectively.  The Company has no current
intention to exercise this right to defer payments of interest on the trust
preferred securities.  The Company has the right to redeem the trust
preferred securities, in whole or in part, on or after May 27, 2009 and March 30,
2010, respectively.  The Company may also redeem the trust preferred
securities prior to such dates upon occurrence of specified conditions and the
payment of a redemption premium.



 



Debt
issuance costs, net of accumulated amortization, from the junior subordinated
debentures totaled $33,943 and $38,948 at December 31, 2007 and 2006,
respectively, and are included in other assets on the Consolidated Balance
Sheets.  Amortization of debt issuance costs from trust preferred debt
totaled $5,005, $4,588, and $3,962 for the years ended December 31, 2007,
2006, and 2005, respectively.



 



 



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This excerpt taken from the BFNB 10-Q filed Nov 13, 2007.

Junior Subordinated Debentures

     On May 27, 2004 we raised $5.0 million and on March 30, 2005, we raised an additional $5.0 million through the issuance and sale of floating rate trust preferred securities through BFNB Trust I and BFNB Trust II (the “Trusts”). These trust preferred securities are reported on our consolidated balance sheet as junior subordinated debentures. The Trusts loaned these proceeds to our holding company to use for general corporate purposes. Trust preferred securities currently qualify as Tier 1 capital under Federal Reserve Board guidelines.

     Debt issuance costs, net of accumulated amortization, from the junior subordinated debentures totaled $35,194 at September 30, 2007, $44,865 at September 30, 2006, and $41,067 at December 31, 2006. These costs are included in other assets on our consolidated balance sheet. Amortization of debt issuance costs from trust preferred debt totaled $3,754 for the nine month period ended September 30, 2007, $3,337 for the nine month period ended September 30, 2006, and $4,588 for the year ended December 31, 2006. These costs are reported in other noninterest expense on the consolidated statement of income.
 

     The trust preferred securities accrue and pay distributions annually at a rate per annum equal to the three month LIBOR plus 270 and 190 basis points, respectively, which was 8.060 % and 7.594 % at September 30, 2007. The distribution rate payable on these securities is cumulative and payable quarterly in arrears. We have the right, subject to events of default, to defer payments of interest on the trust preferred securities for a period not to exceed 20 consecutive quarterly periods, provided that no extension period may extend beyond the maturity dates of May 27, 2034 and March 30, 2035, respectively. We have no current intention to exercise our right to defer payments of interest on the trust preferred securities. We have the right to redeem the trust

 

17


 

preferred securities, in whole or in part, on or after May 27, 2009, and March 30, 2010, respectively. We may also redeem the trust preferred securities prior to such dates upon occurrence of specified conditions and the payment of a redemption premium.
 

This excerpt taken from the BFNB 10-Q filed Aug 10, 2007.

Junior Subordinated Debentures

        On May 27, 2004 we raised $5.0 million and on March 30, 2005 we raised an additional $5.0 million through the issuance and sale of floating rate trust preferred securities through BFNB Trust I and BFNB Trust II (the “Trusts”). These trust preferred securities are reported on our consolidated balance sheet as junior subordinated debentures. The Trusts loaned these proceeds to our holding company to use for general corporate purposes. Trust preferred securities currently qualify as Tier 1 capital under Federal Reserve Board guidelines.

        Debt issuance costs, net of accumulated amortization, from the junior subordinated debentures totaled $38,561 at June 30, 2007, $45,946 at June 30, 2006, and $41,067 at December 31, 2006. These costs are included in other assets on our consolidated balance sheet. Amortization of debt issuance costs from trust preferred debt totaled $2,086 for the six month period ended June 30, 2007, $2,086 for the six month period ended June 30, 2006, and $4,588 for the year ended December 31, 2006. These costs are reported in other noninterest expense on the consolidated statement of income.

        The trust preferred securities accrue and pay distributions annually at a rate per annum equal to the three month LIBOR plus 270 and 190 basis points, respectively, which was 8.055% and 7.255% at June 30, 2007. The distribution rate payable on these securities is cumulative and payable quarterly in arrears. We have the right, subject to events of default, to defer payments of interest on the trust preferred securities for a period not to exceed 20 consecutive quarterly periods, provided that no extension period may extend beyond the maturity dates of May 27, 2034 and March 30, 2035, respectively. We have no current intention to exercise our right to defer payments of interest on the trust preferred securities. We have the right to redeem the trust preferred securities, in whole or in part, on or after May 27, 2009 and March 30, 2010, respectively. We may also redeem the trust preferred securities prior to such dates upon occurrence of specified conditions and the payment of a redemption premium.

This excerpt taken from the BFNB 10-Q filed May 14, 2007.

Junior Subordinated Debentures

On May 27, 2004 we raised $5.0 million and on March 30, 2005 we raised an additional $5.0 million through the issuance and sale of floating rate trust preferred securities through BFNB Trust I and BFNB Trust II (the “Trusts”).  These trust preferred securities are reported on our consolidated balance sheet as junior subordinated debentures.  The Trusts loaned these proceeds to our holding company to use for general corporate purposes.  Trust preferred securities currently qualify as Tier 1 capital under Federal Reserve Board guidelines.

Debt issuance costs, net of accumulated amortization, from the junior subordinated debentures totaled $39,745 at March 31, 2007, $44,534 at March 31, 2006, and $41,067 at December 31, 2006.  These costs are included in other assets

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on our consolidated balance sheet.  Amortization of debt issuance costs from trust preferred debt totaled $834 for the three month period ended March 31, 2007 and $836 for the three month period ended March 31, 2006, and $4,588 for the year ended December 31, 2006.  These costs are reported in other noninterest expense on the consolidated statement of income.

The trust preferred securities accrue and pay distributions annually at a rate per annum equal to the three month LIBOR plus 270 and 190 basis points, respectively, which was 8.060% and 7.255% at March 31, 2007.  The distribution rate payable on these securities is cumulative and payable quarterly in arrears.  We have the right, subject to events of default, to defer payments of interest on the trust preferred securities for a period not to exceed 20 consecutive quarterly periods, provided that no extension period may extend beyond the maturity dates of May 27, 2034 and March 30, 2035, respectively.  We have no current intention to exercise our right to defer payments of interest on the trust preferred securities.  We have the right to redeem the trust preferred securities, in whole or in part, on or after May 27, 2009 and March 30, 2010, respectively.  We may also redeem the trust preferred securities prior to such dates upon occurrence of specified conditions and the payment of a redemption premium.

This excerpt taken from the BFNB 10-K filed Mar 22, 2007.

NOTE 10 – JUNIOR SUBORDINATED DEBENTURES

On May 27, 2004, and March 30, 2005, Beach First National Trusts (the “Trust”) and (“Trust II”), non-consolidated subsidiaries of the Company, issued and sold floating rate capital securities of the trusts, which are reported on the Consolidated Balance Sheets as junior subordinated debentures. Each issuance generated proceeds of $5.0 million. The Trusts loaned these proceeds to the Company to use for general corporate purposes, primarily to provide capital to the Bank. The debentures qualify as Tier 1 capital under Federal Reserve Board guidelines.

During 2006, the average junior subordinated debt was $10.3 million compared to $9.5 million in 2005. Total junior subordinated debt outstanding at December 31, 2006 and 2005 was $10.3 million and $10.3 million, respectively. The maximum amount outstanding during any month-end period in 2006 was $10.3 million with an average rate of 7.49%. The maximum amount outstanding during any month-end period in 2005 was $10.3 million with an average rate of 5.60%.

The trust preferred securities accrue and pay distributions annually at a rate per annum equal to the three month LIBOR plus 270 and 190 basis points, respectively, which was 8.07% and 7.26% at December 31, 2006.  The distribution rate payable on these securities is cumulative and payable quarterly in arrears.  We have the right, subject to events of default, to defer payments of interest on the trust preferred securities for a period not to exceed 20 consecutive quarterly periods, provided that no extension period may extend beyond the maturity dates of May 27, 2034 and March 30, 2035, respectively.  We have no current intention to exercise our right to defer payments of interest on the trust preferred securities.  We have the right to redeem the trust preferred securities, in whole or in part, on or after May 27, 2009 and March 30, 2010, respectively.  We may also redeem the trust preferred securities prior to such dates upon occurrence of specified conditions and the payment of a redemption premium.

Debt issuance costs, net of accumulated amortization, from the junior subordinated debentures totaled $41,067 and $45,740 at December 31, 2006 and 2005, respectively, and are included in other assets on our Consolidated Balance Sheets.  Amortization of debt issuance costs from trust preferred debt totaled $ 4,588, $3,962, and $1,667 for the years ended December 31, 2006, 2005 and 2004, respectively, and is reported in noninterest expense on the Consolidated Statements of Income.

This excerpt taken from the BFNB 10-Q filed Nov 9, 2006.

Junior Subordinated Debentures

On May 27, 2004 we raised $5.0 million and on March 30, 2005 we raised an additional $5.0 million through the issuance and sale of floating rate trust preferred securities through BFNB Trust I and BFNB Trust II (the “Trusts”). These trust preferred securities are reported on our consolidated balance sheet as junior subordinated debentures. The Trusts loaned these proceeds to our holding company to use for general corporate purposes. Trust preferred securities currently qualify as Tier 1 capital under Federal Reserve Board guidelines, subject to certain limitations.

Debt issuance costs, net of accumulated amortization, from the junior subordinated debentures totaled $44,865 at September 30, 2006, $46,040 at September 30, 2005 and $45,740 at December 31, 2005. These costs are included in other assets on our consolidated balance sheet. Amortization of debt issuance costs from trust preferred debt totaled $3,337 for the nine month period ended September 30, 2006, $2,711 for the nine month period ended September 30, 2005, and $3,962 for the one year period ended December 31, 2005. These costs are reported in other noninterest expense on the consolidated statement of income.


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The trust preferred securities accrue and pay distributions annually at a rate per annum equal to the three month LIBOR plus 270 and 190 basis points, respectively, which was 8.21% and 7.29% at September 30, 2006. The distribution rate payable on these securities is cumulative and payable quarterly in arrears. We have the right, subject to events of default, to defer payments of interest on the trust preferred securities for a period not to exceed 20 consecutive quarterly periods, provided that no extension period may extend beyond the maturity dates of May 27, 2034 and March 30, 2035, respectively. We have no current intention to exercise our right to defer payments of interest on the trust preferred securities. We have the right to redeem the trust preferred securities, in whole or in part, on or after May 27, 2009 and March 30, 2010, respectively. We may also redeem the trust preferred securities prior to such dates upon occurrence of specified conditions and the payment of a redemption premium.

This excerpt taken from the BFNB 10-Q filed Aug 11, 2006.

Junior Subordinated Debentures

On May 27, 2004 we raised $5.0 million and on March 30, 2005 we raised an additional $5.0 million through the issuance and sale of floating rate trust preferred securities through BFNB Trust I and BFNB Trust II (the “Trusts”). These trust preferred securities are reported on our consolidated balance sheet as junior subordinated debentures. The Trusts loaned these proceeds to our holding company to use for general corporate purposes. Trust preferred securities currently qualify as Tier 1 capital under Federal Reserve Board guidelines.

Debt issuance costs, net of accumulated amortization, from the junior subordinated debentures totaled $45,946 at June 30, 2006, $46,457 at June 30, 2005 and $45,740 at December 31, 2005. These costs are included in other assets on our consolidated balance sheet. Amortization of debt issuance costs from trust preferred debt totaled $2,086 for the six month period ended June 30, 2006, $1,876 for the six month period ended June 30, 2005 and $3,962 at December 31, 2005. These costs are reported in other noninterest expense on the consolidated statement of income.

The trust preferred securities accrue and pay distributions annually at a rate per annum equal to the three month LIBOR plus 270 and 190 basis points, respectively, which was 7.790% and 7.229% at June 30, 2006. The distribution rate payable on these securities is cumulative and payable quarterly in arrears. We have the right, subject to events of default, to defer payments of interest on the trust preferred securities for a period not to exceed 20 consecutive quarterly periods, provided that no extension period may extend beyond the maturity dates of May 27, 2034 and March 30, 2035, respectively. We have no current intention to exercise our right to defer payments of interest on the trust preferred securities. We have the right to redeem the trust preferred securities, in whole or in part, on or after May 27, 2009 and March 30, 2010, respectively. We may also redeem the trust preferred securities prior to such dates upon occurrence of specified conditions and the payment of a redemption premium.

This excerpt taken from the BFNB 10-Q filed May 11, 2006.

Junior Subordinated Debentures

        On May 27, 2004 we raised $5.0 million and on March 30, 2005 we raised an additional $5.0 million through the issuance and sale of floating rate trust preferred securities through BFNB Trust I and BFNB Trust II (the “Trusts”). These trust preferred securities are reported on our consolidated balance sheet as junior subordinated debentures. The Trusts loaned these proceeds to our holding company to use for general corporate purposes. Trust preferred securities currently qualify as Tier 1 capital under Federal Reserve Board guidelines.

        Debt issuance costs, net of accumulated amortization, from the junior subordinated debentures totaled $44,534 at March 31, 2006 and $69,000 at March 31, 2005. These costs are included in other assets on our consolidated balance sheet. Amortization of debt issuance costs from trust preferred debt totaled $836 for the three month period ended March 31, 2006 and $625 for the three month period ended March 31, 2005. These costs are reported in other noninterest expense on the consolidated statement of income.

        The trust preferred securities accrue and pay distributions annually at a rate per annum equal to the three month LIBOR plus 270 and 190 basis points, respectively, which was 7.314% and 6.810% at March 31, 2006. The distribution rate payable on these securities is cumulative and payable quarterly in arrears. We have the right, subject to events of default, to defer payments of interest on the trust preferred securities for a period not to exceed 20 consecutive quarterly periods, provided that no extension period may extend beyond the maturity dates of May 27, 2034 and March 30, 2035, respectively. We have no current intention to exercise our right to defer payments of interest on the trust preferred securities. We have the right to redeem the trust preferred securities, in whole or in part, on or after May 27, 2009 and March 30, 2010, respectively. We may also redeem the trust preferred securities prior to such dates upon occurrence of specified conditions and the payment of a redemption premium.

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