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| LCNB.OB > SEC Filings for LCNB.OB > Form 8-K on 9-Jan-2009 | All Recent SEC Filings |
9-Jan-2009
Entry into a Material Definitive Agreement, Unregistered Sale of Equity Securities, Mat
On January 9, 2009, LCNB Corp. (the "Company") completed the sale to the U.S.
Department of the Treasury ("Treasury") of $13.4 million of preferred shares of
the Company as part of Treasury's Troubled Assets Relief Program Capital
Purchase Program (the "CPP") established by under the Emergency Economic
Stabilization Act of 2008 ("EESA"). To consummate the transaction, the Company
entered into a Letter Agreement (including the Securities Purchase
Agreement-Standard Terms incorporated by reference therein, the "Purchase
Agreement") with Treasury dated January 9, 2009. Pursuant to the Purchase
Agreement, the Company issued and sold to Treasury for an aggregate purchase
price of $13.4 million in cash: (i) 13,400 shares of the Company's Fixed Rate
Cumulative Perpetual Preferred Stock, Series A, each without par value and
having a liquidation preference of $1,000 per share (the "Series A Preferred
Stock"), and (ii) a warrant to purchase up to 217,063 shares of the Company's
common stock, no par value per share ("Common Stock"), at an initial exercise
price of $9.26 per share (the "Warrant"). The Warrant has a term of ten years.
All proceeds of the sale from the Company to Treasury of the Series A Preferred
Stock and the Warrant under the Purchase Agreement will qualify as Tier 1
capital for regulatory purposes.
The Series A Preferred Stock will pay cumulative dividends at a rate of 5% per annum for the first five years, and at a rate of 9% per annum thereafter. The Series A Preferred Stock has no maturity date and ranks senior to the Common Stock with respect to the payment of dividends and distributions and amounts payable upon liquidation, dissolution and winding up of the Company. The Series A Preferred Stock generally is non-voting.
The Company may redeem the Series A Preferred Stock at its liquidation value
plus any accrued and unpaid dividends after January 9, 2012, the third
anniversary of the closing date of the Purchase Agreement. Prior to this date,
the Company may redeem the Series A Preferred Stock at its liquidation value if
(i) the Company has raised aggregate gross proceeds in one or more Qualified
Equity Offerings (as defined in the Purchase Agreement) in excess of $3.35
million, and (ii) the aggregate redemption price does not exceed the aggregate
net proceeds from such Qualified Equity Offerings. Any redemption is subject to
the consent of the Appropriate Federal Banking Agency (as defined in the
Purchase Agreement).
Under the Purchase Agreement, limitations are placed on the payment of dividends
on the Common Stock from and after January 9, 2009. Prior to January 9, 2012,
unless the Company has redeemed the Series A Preferred Stock or Treasury has
transferred the Series A Preferred Stock to a third party which is not an
Affiliate (as defined in the Purchase Agreement), the consent of Treasury will
be required for the Company to declare or pay any dividend or make any
distribution on the Common Stock, except for a regular quarterly cash dividend,
dividends payable solely in shares of Common Stock or dividends or distribution
rights in connection with a shareholders' rights plan. For the same period,
Treasury's consent shall be required for any repurchases of (i) Common Stock or
other capital stock or other equity securities of any kind of the Company or
(ii) any trust preferred securities issued by the Company or any affiliates,
other than (a) repurchases of Series A Preferred Stock, (y) purchases of junior
preferred shares or Common Stock in connection with the administration of any
employee benefit plan in the ordinary course of business and consistent with
past practice and (c) purchases under certain other limited circumstances
specified in the Purchase Agreement.
The Series A Preferred Stock and the Warrant were issued in a private placement exempt from registration pursuant to Section 4(2) of the Securities Act of 1933, . . .
The description under "Item 1.01 - Entry Into a Material Definitive Agreement" of this Current Report on Form 8-K above is incorporated herein by reference.
The description under "Item 1.01 - Entry Into a Material Definitive Agreement" of this Current Report on Form 8-K above is incorporated herein by reference.
The description under "Item 1.01 - Entry Into a Material Definitive Agreement" of this Current Report on Form 8-K above is incorporated herein by reference.
On January 8, 2009, the Company filed with the Secretary of State of the State of Ohio a Certificate of Amendment to the Company's Amended and Restated Articles of Incorporation, as amended, establishing the terms of the Series A Preferred Stock. A copy of the Amendment to the Company's Articles of Incorporation is included as an exhibit to this Report on Form 8-K and is incorporated by reference into this Item 5.03.
On January 9, 2009, LCNB Corp. issued a press release announcing its participation in the CPP and the accompanying issuance and sale of the Series A Preferred Stock and the Warrant to Treasury. A copy of the press release is included as Exhibit 99.1 is attached and furnished under this Item 8.01.
Exhibits
Exhibit No.
Description
3.1
Certificate of Amendment to the Company's Amended and Restated Articles of Incorporation, as amended, establishing the terms of the Series A Preferred Stock.
4.1
Warrant to Purchase up to 217,063 shares of Common Stock.
10.1
Letter Agreement, dated January 9, 2009, including Securities Purchase Agreement
- Standard Terms incorporated by reference therein, between the Company and the
United States Department of the Treasury.
10.2
Form of Waiver, executed by each of Messrs. Stephen P. Wilson, Steve P. Foster, Robert C. Haines II, D.J. Benjamin Jackson, and Bernard H. Wright, Jr.
99.1
Press Release issued by LCNB Corp. on January 9, 2009.
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