|
|
 |
 |
|
|
| Release Date: 6/11/2009 |
| Headline: Private Stock Sale Announced |
| |
Burlington, N.C., June 10, 2009 - VantageSouth Bank (“VantageSouth”) announced today that it has entered into an Investment Agreement with Piedmont Community Bank Holdings, Inc. (“Piedmont”), a private investor, whereby Piedmont will purchase a minimum of 1,492,375 newly issued shares of non-cumulative convertible perpetual preferred stock at $4.59 per share for an aggregate purchase price of $6,850,000 from VantageSouth (the “Private Sale”). VantageSouth will simultaneously conduct a rights offering to its current shareholders providing for the offer and sale of up to 250,545 additional newly issued shares of preferred stock at $4.59 per share (the “Rights Offering”). Piedmont has agreed to purchase any shares not sold to VantageSouth’s current shareholders in the Rights Offering. The preferred shares sold to Piedmont and offered to VantageSouth shareholders will be convertible at the option of the holders into shares of VantageSouth common stock on a one-for-one basis.
In order to complete the Private Sale or the Rights Offering, VantageSouth shareholders must approve a charter amendment at its annual meeting to clarify its authority to issue preferred stock and to increase the number of its authorized shares of preferred stock (the “Proposed Amendments”). If the Proposed Amendments are approved by VantageSouth’s shareholders, its Board of Directors will use its authority to establish a series of preferred stock designated as Series A Convertible Perpetual Preferred Stock (the “Series A Stock”). Shares of Series A Stock will be sold to Piedmont in the Private Sale and offered to VantageSouth shareholders in the Rights Offering.
In addition to approval of the Proposed Amendments by VantageSouth shareholders, completion of the Private Sale and the Rights Offering is conditioned upon normal closing conditions, including regulatory approvals. The Series A Stock is not entitled to a stated dividend, but holders of Series A Stock will be entitled to receive the same dividend as and when declared on the common stock.
Commenting on the proposed Private Sale and Rights Offering, Don A. Jennings, President and Chief Executive Officer, said, “This capital investment will prove to be a benefit to our customers, our shareholders and the community as a whole. It will enable us to provide additional services to our customers and increase our lending activity to the individuals and small businesses that fuel our local economy. In short, it will help us realize our mission to provide a better banking option for Alamance County.”
His feelings were echoed by Board Chairman Delos Elder, who said, “I am particularly pleased that an investment of this significance is being made in our bank at this time. While we will certainly use this capital to fund our own growth, it will also serve to fund loans that will support growth throughout our county. This is especially important at a time when many banks have found it necessary to limit their lending.”
About Piedmont
Piedmont is a holding company formed in 2009 by J. Adam Abram and Steven J. Lerner of Chapel Hill, North Carolina, to invest in community banks. The Company seeks to work with management teams at healthy banks that need capital to grow.
About VantageSouth
VantageSouth was organized and incorporated under the laws of the State of North Carolina and commenced operations on March 13, 2006. VantageSouth currently serves Alamance County, North Carolina, and surrounding areas through its two banking offices in Burlington, North Carolina, and one loan production office in Mebane, North Carolina, opened March 1, 2008. As a state chartered bank, which is not a member of the Federal Reserve, VantageSouth is subject to regulation by the State of North Carolina Banking Commission and the FDIC.
VantageSouth’s primary sources of revenue are interest income from its commercial and real estate lending activities and, to a lesser extent, from its investment portfolio. VantageSouth also earns fees from its lending and deposit activities. The major expenses of VantageSouth are interest expense on deposits and general and administrative expenses, such as salaries and related expenses.
*****
The offer and sale of the Series A Stock will be made under an exemption from the registration requirements of the Securities Act of 1933, as amended, and applicable state securities laws. The offer and sale of these shares will be made pursuant to an Offering Circular. Before you invest, you should read the Offering Circular (and any updates thereto) and other documents VantageSouth has filed with the FDIC for more complete information about VantageSouth and this offering.
The preferred shares are not deposits at, or other obligations of, a bank or savings association and are not insured or guaranteed by the FDIC.
For additional information, contact:
Don A. Jennings, President/CEO of VantageSouth Bank
(336) 532-7500
*****
Forward Looking Statements
VantageSouth’s statements in this press release regarding its plans to raise $8.0 million of additional capital through a Private Sale and Rights Offering; its expectations concerning future opportunities in its market area for additional loans and its expectation that additional capital will position it to make additional loans, are all "forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Readers are cautioned that, by their nature, forward-looking statements are based on assumptions and are subject to risks, uncertainties, and other factors. Actual results and experience could differ materially from the anticipated results or other expectations expressed or implied by these forward-looking statements as a result of a number of factors, including but not limited to, those discussed in the press release. Other factors which could c |
| |
Printer-friendly copy |
|
| |
|
|
 |
| |
|
|
Member FDIC and an
Equal Housing Lender.
US Patriot Act Information.
FDIC Notices.