Shareholders' Equity

12 Months Ended

Dec. 31, 2013

Equity [Abstract]

Shareholders' Equity

20. Shareholders’ Equity

Senior Preferred Stock

During 2013 and 2012, the holder of the Company’s convertible perpetual preferred stock Series C converted 551,858 shares and 763,378 shares, respectively, into shares of the Company’s $1 par common stock. In 2011, the Company sold approximately $20.6 million of convertible perpetual preferred stock Series C. At December 31, 2013, the Series C preferred stock had an aggregate liquidation preference of approximately $20.6 million and qualified as Tier 1 regulatory capital. Each share of Series C preferred stock is convertible at the option of the holder, except in certain circumstances when regulatory approval is necessary, into one share of common stock. The Series C preferred stock ranks pari passu with the common stock with respect to the payment of dividends. The contingency on the Series C preferred stock was in effect at December 31, 2013 and 2012, respectively.

During 2011, the Company sold approximately $37.9 million of senior noncumulative perpetual preferred stock, Series D to the Treasury, pursuant to the Small Business Lending Fund program. At December 31, 2013, the Series D preferred stock had an aggregate liquidation preference of approximately $37.9 million and qualified as Tier 1 regulatory capital.

The terms of the Series D preferred stock provide for payment of noncumulative dividends on a quarterly basis beginning October 3, 2011. The dividend rate, as a percentage of the liquidation amount, fluctuates, while the Series D preferred stock is outstanding based upon changes in the level of qualified small business lending (QSBL) by the Company from its average level of QSBL at each of the four quarter-ends leading up to June 30, 2010 (Baseline), as follows:

Dividend Period		Annualized
Beginning	Ending	Dividend Rate
August 4, 2011	September 30, 2011	1.535%
October 1, 2011	December 31, 2011	1.000%
January 1, 2012	March 31, 2012	1.000%
April 1, 2012	June 30, 2012	1.000%
July 1, 2012	December 31, 2013	1.000% to 5.000%
January 1, 2014	February 3, 2016	1.000% to 7.000%
February 4, 2016	Redemption	9.000%

As long as shares of Series D preferred stock remain outstanding, the Company may not pay dividends to common shareholders (nor may the Company repurchase or redeem any shares of common stock) during any quarter in which the Company fails to declare and pay dividends on the Series D preferred stock and for the next three quarters following such failure. In addition, under the terms of the Series D preferred stock, the Company may only declare and pay dividends on common stock (or repurchase shares of common stock) if, after payment of such dividend, the dollar amount of Tier 1 capital would be at least 90% of Tier 1 capital as of August 4, 2011, excluding charge-offs and redemptions of the Series D preferred stock (Tier 1 dividend threshold). Beginning January 1, 2014, the Tier 1 dividend threshold is subject to reduction based upon the extent by which, if at all, the QSBL at September 30, 2013, has increased over the Baseline. During 2013, the Company was notified that its dividend rate would be 1% from January 1, 2014 until February 3, 2016 because the Company satisfied the lending baseline at September 30, 2013.

The Company may redeem the Series D preferred stock at any time at the Company’s option, at a redemption price of 100% of the liquidation amount plus accrued but unpaid dividends, subject to the approval of the Company’s primary federal regulatory agency.