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Preferred Capital Offering
9 Months Ended
Sep. 30, 2014
Trust Preferred Securities / Preferred Capital Offering [Abstract]  
PREFERRED CAPITAL OFFERING

NOTE 8 – PREFERRED CAPITAL OFFERING

 

On September 22, 2014, the Company filed a Registration Statement on Form S-1 with the Securities and Exchange Commission (the “SEC”). The Registration Statement describes the Company’s intent to raise up to $15,000,000 pursuant to a proposed public offering of up to 1,500,000 depositary shares, each representing a 1/100th ownership interest in a 6.50% noncumulative convertible perpetual preferred share, Series A, of the Company. A minimum of 1,000,000 depositary shares ($10,000,000) must be sold by the Company to complete the offering. On November 6, 2014, the Company filed a Pre-Effective Amendment No. 1 to the Registration Statement and the Registration Statement was declared effective by the SEC on November 10, 2014.  

 

The Series A preferred shares have no maturity date, will pay a quarterly dividend at management's discretion, have no voting rights and will convert to common shares when certain conditions are met.

 

Specifically, the dividend rate will be 6.5% and will convert to common shares after five years provided the common stock price exceeds 120% of the conversion price. The conversion price, established as a 17.5% premium above the closing price as of November 6, 2014 of $8.80 per share, is$10.34. The conversion ratio is determined by dividing the preferred share total dollar investment by the conversion price to calculate the number of common shares.

 

The Company intends to use approximately $7,000,000 of the net proceeds from the proposed offering to pay off debt incurred by the Company in connection with its redemption of Trust Preferred Securities completed on September 7, 2014. The Company expects to use the remainder of the net proceeds from the sale of the depositary shares for general corporate purposes.