First State Bancorporation (the "Company”)(NASDAQ:FSNM) today announced
that the Company has commenced cash offers to purchase, and consent
solicitations relating to, any and all of its outstanding trust
preferred securities ("TruPS”) as part of its plan to recapitalize its
balance sheet in order to be able to continue to operate through 2010
and beyond, and to comply with a written agreement entered into with its
principal regulators.
TRUST PREFERRED SECURITIES
The terms and conditions of the purchase offer for each series of TruPS
in the table below (each, an "Offer,” and collectively the "Offers”) are
described in the Offers to Purchase for Cash and Consent Solicitations
Statement dated June 7, 2010 (the "Offers to Purchase Statement”) and
the related Letter of Transmittal and Consent, which are being sent to
holders of the TruPS (the "Holders”).
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Title of Security
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Liquidation Amount Outstanding
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Offer to Purchase Price per $1,000 of Liquidation
Amount
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Aggregate Purchase Price
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First State NM Statutory Trust III
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$5,000,000
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$150
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$750,000
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First State NM Statutory Trust IV
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10,000,000
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$150
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1,500,000
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First State NM Statutory Trust V
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7,500,000
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$150
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1,125,000
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First State NM Statutory Trust VI
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20,000,000
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$150
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3,000,000
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First State NM Statutory Trust VII
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21,000,000
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$150
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3,150,000
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First State NM Statutory Trust VIII
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22,500,000
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$150
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3,375,000
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Front Range Capital Trust II
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9,200,000
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$150
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1,380,000
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Total
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$95,200,000
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$14,280,000
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The Offer for each series of TruPS will expire at 5:00 p.m., Eastern
Time, on July 7, 2010, unless extended or earlier terminated by the
Company (the "Expiration Time”). TruPS purchased in the Offers will be
paid for on the settlement date for the applicable Offer, which,
assuming the applicable Offer is not extended, will occur promptly after
the applicable Expiration Time or any extension thereof.
Upon the terms and subject to the conditions set forth in the Offers to
Purchase Statement, the Company is offering to purchase TruPS having an
aggregate liquidation amount of up to $95.2 million at a purchase price
of $150 cash per $1,000 in liquidation amount of the TruPS (the
"Purchase Price”). In order to be eligible to receive the Purchase
Price, Holders must validly tender, and not validly withdraw, their
TruPS prior to the Expiration Time, unless extended or earlier
terminated by the Company. Holders may withdraw tendered TruPS at any
time prior to the Expiration Time.
Each of the Offers is conditioned on receipt of consent of the relevant
Holders sufficient to approve proposed amendments to the applicable
indenture governing the note underlying the relevant series of TruPS,
the applicable guarantee agreement relating to the relevant series of
TruPS and the applicable trust agreement of the applicable issuing trust
so as to permit the consummation of the relevant Offer. Holders may not
tender their TruPS without also delivering their consents and may not
deliver their consents without also tendering their TruPS. Holders may
withdraw tendered TruPS and revoke the related consent at any time prior
to the applicable Expiration Time. The TruPS are in most cases held of
record by trustees or nominees on behalf of the holders of beneficial or
other interests in the TruPS and the consent or tender by their record
holders may be subject to receipt of instructions from the respective
beneficial owners or may be limited by the terms of the applicable
governing documents.
Consummation of each Offer is conditioned upon satisfaction of the
conditions set forth in the Offers to Purchase Statement, including (i)
the Company’s receipt of net proceeds from an offering, sale or other
transaction (a "Financing Transaction”) sufficient to (a) purchase the
TruPS that are validly tendered and not withdrawn and (b) meet the
requirements established by the Company’s banking regulators (the
"Financing Condition”) and (ii) the approval by the Company’s banking
regulators of (a) a Financing Transaction and (b) the Company’s payment
of the purchase price for some or all of the TruPS that are validly
tendered and not withdrawn (the "Regulatory Condition”).
Each of the Offers is a separate offer and consent solicitation,
independent from the other Offers. The Company may amend the terms of
any Offer and may terminate or extend the expiration time of any of the
Offers independently of the others. If any of the Offers is not
accepted, the Company may, subject to certain conditions, proceed to
consummate the Offers that are accepted.
The Company is exploring a variety of options to complete a Financing
Transaction. However, there is no assurance that the Financing Condition
will be satisfied. The Company’s ability to consummate a Financing
Transaction, as well as the timing of any such transaction, is highly
uncertain. If the Company does consummate a Financing Transaction, that
transaction may not occur until after the applicable Expiration Time,
which would require us to extend the Expiration Time of the applicable
Offers.
This news release is for informational purposes only and is not an offer
to purchase or a solicitation of an offer to purchase with respect to
any securities. The Offers are being made solely pursuant to the
applicable Offers to Purchase Statement and the related Letter of
Transmittal, which sets forth the complete terms of the Offers.
Certain statements in this news release are forward-looking statements,
within the meaning of Section 27A of the Securities Act of 1933 and
Section 21E of the Securities Exchange Act of 1934. Forward-looking
statements in this press release relating to the Company’s cash offers
to purchase the outstanding TruPS and a Financing Transaction are based
on management’s current expectations or predictions of future results or
events and are subject to various risks and uncertainties, many of which
are beyond the Company’s control, which could cause actual results to
differ materially from such statements. These risks and uncertainties
include, but are not limited to, the Company’s ability to complete a
Financing Transaction on favorable terms, if at all, and satisfy the
Financing Condition, the receipt of consents and tenders from Holders of
the TruPS sufficient to approve the proposed amendments, the Company’s
ability to satisfy the Regulatory Condition and continuation or
worsening of current recessionary conditions, as well as continued
turmoil in the financial markets. The Company makes these
forward-looking statements in reliance on the safe harbor provisions
provided under the Private Securities Litigation Reform Act of 1995.
Because forward-looking statements involve risks and uncertainties, the
Company cautions that there are important factors, in addition to those
listed above, that may cause actual results to differ materially from
those contained in the forward-looking statements. These additional
factors are included in the Company’s Annual Report on Form 10-K for the
period ended December 31, 2009 as filed with the Securities and Exchange
Commission and available through the Investor Relations section of the
Company’s website at www.fcbnm.com.
Unless legally required, the Company disclaims any obligation to update
any forward-looking statements, whether as a result of new information,
future events or otherwise.
ABOUT FIRST STATE
First State Bancorporation is a New Mexico-based commercial bank holding
company ("First State”) (NASDAQ:FSNM). First State provides services,
through its subsidiary First Community Bank, to customers from a total
of 38 branches located in New Mexico and Arizona. On Wednesday, June 9,
2010, the market price for First State’s stock closed at $0.35 per share.
