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Note 10 - Preferred Stock
3 Months Ended
Mar. 31, 2013
Preferred Stock [Text Block]
Note 10 – Preferred Stock

In connection with the Citizens South acquisition, the Company issued 20,500 shares of its Senior Non-Cumulative Perpetual Preferred Stock, Series C (the “Series C Preferred Stock”) upon conversion of Citizens South’s preferred stock that previously was issued to the Treasury pursuant to a Securities Purchase Agreement between Citizens South and the Treasury in connection with Citizens South’s participation in the SBLF. The Series C Preferred Stock has a liquidation value of $1,000 per share and is entitled to receive non-cumulative dividends payable quarterly, on each January 1, April 1, July 1 and October 1. The dividend rate, which is calculated on the aggregate liquidation amount, was initially set at 4.84% per annum (with respect to the Citizens South preferred stock) based on the level of “Qualified Small Business Lending”, or “QSBL” (as defined in the Company’s Articles of Incorporation, as amended). The dividend rate for future dividend periods will be set based on the “Percentage Change in QSBL” (as defined in the Articles of Incorporation, as amended) between each dividend period and the “Baseline” QSBL level. Such dividend rate may vary from 1% per annum to 5% per annum for the second through tenth dividend periods (or through December 31, 2013). For the eleventh through the first half of the nineteenth dividend periods (or through March 21, 2016), the dividend rate will be fixed at between 1% and 7% per annum, based on the “Percentage Change in QSBL” at the end of the ninth dividend period.  If the Series C Preferred Stock remains outstanding for more than 4 ½ years, the dividend rate will be fixed at 9%. Prior to that time, in general, the dividend rate decreases as the level of the Bank’s QSBL increases.  The dividend rate as of March 31, 2013 was 1.00%.

Under the terms of the Series C Preferred Stock, the Company may pay a dividend on its common stock or other stock junior to the Series C Preferred Stock, or repurchase shares of any such class or series of stock, if, after payment of such dividend, the dollar amount of the Company's Tier 1 Capital would be at least 90% of the Tier 1 Capital, existing immediately after the Treasury investment, excluding any subsequent net charge-offs and any redemption of the Series C Preferred Stock.  Beginning on January 1, 2014, this threshold will be reduced by 10% for each one percent increase in the Company’s QSBL over the “Baseline” QSBL.  In addition, under the terms of the Series C Preferred Stock, the Company cannot repurchase common stock or pay dividends with respect to the common stock for a specified period following a failure to declare and pay dividends on the Series C Preferred Stock.

The Series C Preferred Stock does not have general voting rights. The Company may redeem the shares of Series C Preferred Stock, in whole or in part, at any time at a redemption price equal to the sum of the liquidation amount per share and the per share amount of any unpaid dividends for the then-current dividend period, subject to any required prior approval by the Company’s primary federal banking regulator. Pursuant to the Securities Purchase Agreement, the Treasury (and any successor holder) has certain rights to require the Series C Preferred Stock to be registered for resale under the Securities Act of 1933, as amended.