This excerpt taken from the BPFH 10-Q filed Aug 8, 2008.
(13) Subsequent Events
On July 22, 2008, the Company announced that it planned to raise approximately $85 million through the sale of shares of Boston Private common stock in an underwritten public offering. The Company also announced that it granted the underwriters an option to purchase additional shares of common stock representing 15% of the gross offering proceeds to cover over-allotments, if any.
On July 23, 2008, the Company announced the pricing of the public offering of 16 million shares of Boston Private common stock at a price of $6.00 per share. In addition, the option granted to the underwriters to purchase an additional 15% was exercised resulting in an additional 2.4 million shares being issued. The total issuance was 18.4 million shares and the proceeds, net of the 5% underwriting discount, were $104.9 million. The offering closed on July 29, 2008.
The Company intends to utilize the net proceeds from the offering to strengthen its capital base, including providing future capital for potential resolution of its classified loans, to provide growth capital for its affiliates and for general corporate purposes.
Also on July 22, 2008, the Company announced that it entered into an investment agreement (the Investment Agreement) with The Carlyle Group LLC (Carlyle) pursuant to which the Company will raise in the aggregate approximately $75 million (the Private Offering). Under the terms of the Investment Agreement, an entity controlled by Carlyle (the Purchaser) has agreed to purchase shares of a newly-created non-voting Series A Mandatorily Convertible Preferred Stock (the Series A Preferred Stock) and shares of a newly-created non-voting Series B Contingent Convertible Preferred Stock (the Series B Preferred Stock and together with the Series A Preferred Stock, the Preferred Stock). The Purchaser will purchase shares of Series A Preferred Stock equal, on an as-converted basis, to approximately 9.99% of our outstanding shares, including the shares sold pursuant to this offering and shares issuable upon conversion of the Series A of Preferred Stock, with a conversion price of $5.52 per share, subject to customary anti-dilution adjustments, and shares of Series B Preferred Stock equal, on an as-converted basis when combined with the Series A Preferred Stock, to approximately 19% of our outstanding shares, including the shares sold pursuant to this offering and shares issuable upon conversion of both series of Preferred Stock, with a conversion price of $5.52 per share, subject to customary anti-dilution adjustments. In connection with the investment, for every five shares of common stock issuable upon conversion of the Preferred Stock, the Purchaser will receive warrants (Warrants) to purchase two shares of common stock during the next five years at a price of $6.62 per share. As a result, the Purchasers economic interest in Boston Private, assuming conversion of all of the Preferred Stock and exercise of all of the Warrants, would be approximately 24.99%.
The Series A Preferred Stock will automatically convert into shares of common stock on the first business day following the shareholders meeting called to approve the potential issuance of shares of common stock upon conversion of the Series B Preferred Stock and exercise of the Warrants regardless of the outcome of the votes at the meeting. The issuance of common stock upon conversion of the Series B Preferred Stock and exercise of the Warrants is subject to shareholder approval.
Initially, both series of Preferred Stock will be entitled to receive dividends payable on our common stock on an as-converted basis. If we do not hold a shareholders meeting by December 15, 2008, the dividend rate on the Series A Preferred Stock will carry a non-cumulative annual dividend of 20% (accruing from September 30, 2008) until a meeting is held. If our shareholders do not approve the conversion of the Series B Preferred Stock prior to the record date for our fourth quarter dividend period, the Series B Preferred Stock will carry a non-cumulative annual dividend of 14% (accruing from September 30, 2008), increasing to 15.5% and ultimately to 20% in the following two dividend periods if our shareholders do not approve the conversion at a subsequent meeting.
Pursuant to the terms of the Investment Agreement, the Company will appoint John Morton, III, a seasoned bank executive, to the Companys board of directors as Carlyles representative. Carlyle will be entitled to maintain a representative on the board of directors for so long as they beneficially own 5% of our outstanding shares of common stock (assuming conversion of all of the Preferred Stock and exercise of all the Warrants).
In January of 2008, the Company entered into a Credit Agreement (the Credit Agreement) with SunTrust Bank as administrative agent to provide a committed line of credit. The Credit Agreement provided for a line of credit (the Line) to be made available to the Company in an amount up to $75 million with a group of unaffiliated banks. The purpose of the Line was to refinance indebtedness outstanding, to finance working capital needs, permitted investments, dividends and acquisitions, and for other general corporate purposes of the Company and its subsidiaries. The Company was required to comply with certain affirmative and negative covenants and maintain various financial ratios including without limitation various minimum capital and loan loss ratios in conjunction with the Line. Interest on the Line was based on a floating rate.
As a result of the Westfield re-equitization in the second quarter of 2008, the impairment charges at FPB, and the substantial increase in the provision for loan losses in the past year the Company was out of compliance with certain ratios and covenants required under the Credit Agreement in the first and second quarters of 2008. Given the equity raise in the third quarter of 2008 and considering the restrictive covenants on the Credit Agreement, the Company has decided to terminate the Line in the third quarter of 2008. On August 5, 2008 the Company gave written notification of termination of the Line to SunTrust Bank, the lead lender in the bank group. The Company will write off the unamortized loan origination costs of approximately $0.3 million in the third quarter of 2008 as a result of terminating the Line. There are no prepayment penalties associated with terminating the Line. The notice of termination is effective three business days after delivery. The Company intends to negotiate a new line with a lower credit balance with less restrictive covenants. The Company does not believe the termination of the Line will have a material impact on liquidity.
On August 4, 2008, the Company increased its ownership interest in BOS by 6% from approximately 64% to approximately 70%.
This excerpt taken from the BPFH 10-Q filed Aug 9, 2007.
(7) Subsequent Events
On July 1, 2007, Boston Private completed its acquisition of Charter Financial Corporation (Charter Financial), the holding company of Charter Bank, pursuant to the terms of the Agreement and Plan of Merger entered into between Boston Private and Charter Financial, dated as of March 3, 2007. Under the terms of the agreement, Charter Bank common shareholders received an aggregate of approximately $29.4 million in cash (including the value of the stock options of approximately $1.5 million) and an aggregate of approximately 1.5 million shares of Boston Private common stock. The total transaction value, including the assumed trust preferred debt of $4.0 million and additional closing costs, will be approximately $75.1 million.
On July 5, 2007, Boston Private Financial consummated the sale of its 3.00% Contingent Convertible Senior Notes due 2027 in the aggregate principal amount of $287.5 million (the Notes) to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the Securities Act). This amount reflects the initial purchasers exercise in full of their option to purchase up to an additional $37.5 million aggregate principal amount of the Notes. The net proceeds from the offering, after deducting the initial purchasers discount and the estimated offering expenses payable by Boston Private, was approximately $284.3 million.
Simultaneously with the sale of the Notes, Boston Private repurchased shares of its common stock at an aggregate principal amount of approximately $40 million, and repaid approximately $30 million outstanding on a line of credit, which financed a portion of the purchase of Charter Financial. The remaining proceeds from the sale of the Notes were used, in part, by the Companys bank affiliates to repay higher rate debt, and to fund future loan and investment growth.
On July 31, 2007, Boston Private increased its ownership interest in BOS from 49.7% to approximately 60%. In conjunction with the transaction, BOSs future financial results will be included in the Companys consolidated financial statements. Boston Private has the option to increase its ownership in BOS over the next year up to 70%. BOS is currently accounted for under the equity method of accounting.
This excerpt taken from the BPFH 10-Q filed Aug 9, 2005.
(6) Subsequent Events
On July 29, 2005 the Company announced the increase in its investment in BOS to approximately a 40% interest. Over the next 3 years, the Company could acquire up to a 70% interest in the firm. The Company completed its initial 20% investment in BOS in February 2004 and purchased an additional 10% in August 2004.
This excerpt taken from the BPFH 10-Q filed May 10, 2005.
(6) Subsequent Events
On April 18, 2005 the Company entered into an Agreement and Plan of Merger (the Merger Agreement) with Gibraltar Financial Corporation (Gibraltar), pursuant to which the Company will acquire Gibraltar, the parent company of Gibraltar Bank, (the Merger). In the Merger, the Company will acquire 100% of Gibraltars common stock and Gibraltar common shareholders will receive an aggregate of $113 million in cash and an aggregate of 4,255,336 shares of the Companys common stock, subject to certain adjustments. Based on the five-day trading average of $23.33 for the Companys common stock, on or about April 18, 2005, the aggregate deal value to be received by Gibraltar common shareholders, plus the aggregate value of Gibraltar stock options and stock appreciation rights to be assumed by the Company or paid out in connection with the Merger, would be approximately $245 million. The transaction is expected to close in the fourth quarter of 2005. Completion of the Merger is subject to a number of customary conditions, including, but not limited to, approval of the Merger Agreement by the Gibraltar shareholders and the receipt of requisite state and federal regulatory approvals. Certain directors and officers of Gibraltar have entered into a voting agreement with the Company pursuant to which they have agreed to vote their shares of common stock which they are entitled to vote in favor of the Merger.