United Western Bancorp, Inc. (Nasdaq: UWBK) (the "Company” or "United
Western”), the holding company of United Western Bank®,
announced today that it has entered into a definitive Investment
Agreement ("Investments”) with affiliates of Lovell Minnick Partners LLC
("Lovell Minnick”) and Oak Hill Capital Management, LLC ("Oak Hill
Capital”) as well as entities controlled by Henry C. (Ric) Duques ("Ric
Duques”), the former Chairman and Chief Executive Officer of First Data
Corporation, for significant investments that will support United
Western’s recapitalization plan. The Investments were unanimously
approved by the Company’s Board of Directors and are subject to
regulatory and other conditions.
Under the terms of the Investments, Lovell Minnick and Oak Hill Capital
will each purchase 117.5 million shares of United Western common stock
at $0.40 per share, or $47.0 million each, and Ric Duques will purchase
22.5 million shares for $9.0 million. Collectively, the $103.0 million
total investment is part of what is expected to be a $200 million
private placement by the Company. In addition, Lovell Minnick, Oak Hill
Capital and Ric Duques will receive, in aggregate, 25.75 million
warrants to purchase shares of United Western common stock. The warrants
are exercisable at $0.40 per share and are for a term of ten years. Upon
the closing of the transactions, Lovell Minnick and Oak Hill Capital
will each hold an ownership interest in United Western of approximately
23.1%, calculated after giving effect to the exercise of the warrants.
Ric Duques will hold an ownership interest in United Western of
approximately 5.0%, calculated after giving effect to shares already
owned, shares to be received as consideration under the acquisition of
Legent Clearing, LLC by United Western and after giving effect to the
exercise of the warrants.
Guy A. Gibson, the Company’s Chairman of the Board, said, "We are very
pleased to announce the Investments by Lovell Minnick, Oak Hill Capital
and Ric Duques. The new capital will substantially strengthen our
capital ratios and provide United Western with a solid base to rebuild
long-term franchise and shareholder value.”
Each of the Lovell Minnick, Oak Hill Capital and Ric Duques Investments
are conditioned upon each other and on other closing conditions,
including, among others, United Western raising a total of at least $200
million of capital (inclusive of the Investments), receipt of certain
regulatory approvals, the acquisition by United Western Bank of Legent
Clearing, LLC, as previously announced in June 2010, approval by the
Office of Thrift Supervision, the approval of the Federal Deposit
Insurance Corporation and the Financial Industry Regulatory Authority as
to the acquisition of Legent Clearing, LLC, NASDAQ granting United
Western approval to issue the securities described above in reliance on
the shareholder approval exemption set forth in NASDAQ Rule 5635(f),
receipt of third-party consents, no occurrence of a material adverse
effect on the Company and no adverse change in any banking or bank
holding company law, rule or regulation.
As part of the Investments and subject to the closing of the
transactions and the receipt of required regulatory approvals, Lovell
Minnick and Oak Hill Capital will each be able to appoint a director and
a non-voting observer to the Board of Directors of United Western. Guy
A. Gibson will continue to serve as Chairman of the Board.
The Company is filing a current report on Form 8-K with the Securities
and Exchange Commission with the publication of this news release. That
current report includes copies of the definitive Investment Agreement
executed by the Company with each of Lovell Minnick, Oak Hill Capital
and Ric Duques.
About United Western Bancorp, Inc.
United Western Bancorp, Inc. is focused on developing its
community-based banking network through its subsidiary, United Western
Bank®, by strategically positioning branches across
Colorado’s Front Range market. In addition to United Western Bank’s
community-based banking operations, we also offer cost effective
deposits and deposit services on a national basis to a variety of
customers, including those involved in the processing services
industries (e.g., securities settlement, mortgage banking,
custodial), as well as escrow and paying agent and trust account
management services through our wholly owned subsidiary, United Western
Trust Company. For more information, please visit our web site at www.uwbancorp.com.
About Lovell Minnick Partners LLC
Lovell Minnick Partners LLC is a private equity firm providing buyout
and growth capital to companies in the financial services industry. From
offices in the Los Angeles and Philadelphia areas, Lovell Minnick
manages private equity partnerships totaling $800 million on behalf of
qualified private and institutional investors. Portfolio companies of
Lovell Minnick operate in various areas of the global financial services
industry, including asset management, financial product distribution,
outsourced administration services, securities brokerage, financial
consulting, and commercial and trust banks. For more information about
Lovell Minnick, please visit www.lovellminnick.com.
About Oak Hill Capital Management, LLC
Oak Hill Capital is a private equity firm with more than $8.2 billion of
committed capital from leading entrepreneurs, endowments, foundations,
corporations, pension funds and global financial institutions. Robert M.
Bass is the lead investor. Over a period of more than 24 years, the
professionals at Oak Hill Capital and its predecessors have invested in
more than 60 significant private equity transactions. Oak Hill Capital
is one of several Oak Hill partnerships, each of which has a dedicated
and independent management team. These Oak Hill partnerships comprise
over $30 billion of investment capital across multiple asset classes.
For more information about Oak Hill Capital, please visit www.oakhillcapital.com.
Cautionary Statement
The issuance of the securities in the transactions described in this
release have not and will not be registered under the Securities Act of
1933 ("Securities Act”), or any state securities laws, and may not be
offered or sold in the United States absent registration or an
applicable exemption from the registration requirements of the
Securities Act and applicable state securities laws. This press release
shall not constitute an offer to sell or the solicitation of an offer to
buy the securities, nor shall there be any sale of the securities, in
any jurisdiction or state in which such offer, solicitation or sale
would be unlawful prior to registration or qualification under the
securities laws of any such jurisdiction or state.
Forward-Looking Statements
Certain statements contained in this press release may be deemed to be
forward-looking under federal securities laws, and United Western
intends that such forward-looking statements be subject to the safe
harbor created thereby. Such forward-looking statements include, but are
not limited to, statements regarding the proposed private offering, the
anticipated use of proceeds of the offering, and the expectations
regarding size, timing, or completion of the offering. United Western
cautions that these statements are qualified by important factors that
could cause actual results to differ materially from those reflected by
the forward-looking statements contained herein. Such factors include
(a) changes in market conditions; (b) changes in the market for the
Company’s products and services; (c) United Western’s ability to
complete the transactions announced today and other aspects of its
recapitalization plan; and (d) other risks detailed in United Western’s
Annual Report on Form 10-K for the fiscal year ended December 31, 2009,
Quarterly Report on Form 10-Q for the fiscal quarter ended June 30,
2010, and subsequent filings with the Securities and Exchange Commission.
