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| WTBA > SEC Filings for WTBA > Form 8-K on 6-Oct-2009 | All Recent SEC Filings |
6-Oct-2009
Entry into a Material Definitive Agreement, Material Impairments, Financi
On October 1, 2009, West Bancorporation, Inc. ("the Company") entered into a Stock Purchase Agreement ("the Agreement") to sell all of the stock in WB Capital Management Inc. ("WB Capital"), a wholly-owned subsidiary of the Company, to Miles Capital Holdings, Inc.
The transaction is expected to close no later than December 31, 2009. The transaction is subject to closing conditions including, among other things, certain approvals and consents of clients of WB Capital, minimum working capital in WB Capital, minimum assets under management, employment agreements with certain officers of WB Capital, and delivery of customary closing certificates and documents. The Agreement provides for a maximum purchase price of $3,170,000, consisting of a $2,000,000 seven-year promissory note and contingent earn-out payments of up to $1,170,000 over five years if WB Capital achieves certain revenue milestones. The Agreement further provides that the Company will not be involved in the investment advisory business for five years after closing, except as is currently being performed by the West Bank trust department. Miles Capital, Inc. will be allowed to make its investment advisory services available to West Bank trust department customers and manage West Bank's bond portfolio for the next three years. The Agreement contains customary indemnification provisions for a transaction of this type.
The foregoing summary of the Agreement does not purport to be complete and is qualified by reference to the Agreement which is filed as Exhibit 2.1 hereto and incorporated by reference herein.
As a result of the Agreement described above in Item 1.01, the Company recorded an impairment charge to goodwill related to WB Capital of $1.5 million. This impairment charge reduces the net book value of WB Capital to an amount that approximates the selling price, not including the contingent earn-out payments. The impairment charge was recorded in the third quarter of 2009.
Exhibit No. Description
2.1 Stock Purchase Agreement by and among Miles Capital Holdings,
Inc. and West Bancorporation, Inc. and WB Capital Management Inc.
dated October 1, 2009
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The information contained in this report may contain forward-looking statements
about the Company's growth and acquisition strategies, new products and
services, and future financial performance, including earnings and dividends per
share, return on average assets, return on average equity, efficiency ratio and
capital ratios. Certain statements in this report constitute "forward-looking
statements" within the meaning of the Private Securities Litigation Reform Act
of 1995, including statements preceded by, followed by or that include the words
"believes," "expects," "intends," "should," or "anticipates," or similar
references or references to estimates or similar expressions. Such
forward-looking statements are based upon certain underlying assumptions, risks
and uncertainties. Because of the possibility of change in the underlying
assumptions, actual results could differ materially from these forward-looking
statements. Risks and uncertainties that may affect future results include:
interest rate risk; competitive pressures; pricing pressures on loans and
deposits; changes in credit and other risks posed by the Company's loan and
investment portfolios, including declines in commercial or residential real
estate values or changes in the allowance for loan losses dictated by new market
conditions or regulatory requirements; actions of bank and non-bank competitors;
changes in local and national economic conditions; changes in regulatory
requirements, including actions of the Securities and Exchange Commission and/or
the Federal Reserve Board; changes in the Treasury's Capital Purchase Program;
and customers' acceptance of the Company's products and services. The Company
undertakes no obligation to revise or update such forward-looking statements to
reflect current events or circumstances after the date hereof or to reflect the
occurrence of unanticipated events.
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