WILMINGTON, Del.--(BUSINESS WIRE)--
The Bancorp, Inc. (the “Company”)
(NASDAQ:TBBK) announced today that it has entered into a securities
purchase agreement with certain institutional and accredited investors
pursuant to which the Company sold an aggregate of 7,560,000 of the
Company’s common stock, par value $1.00 per share, at a purchase price
of $4.50 per share (the “Common Stock”),
and 40,000 shares of a new series of preferred stock, Series C
mandatorily convertible cumulative non-voting perpetual preferred stock,
par value $0.01 per share, at a purchase price of $1,000 per share (the “Series
C Preferred Stock”), in a private placement (the “Private
Placement”) for total gross consideration of approximately $74
million. The Company intends to use the proceeds to make investments
relating to its business and for general corporate purposes. The
securities purchase agreement contains representations, warranties, and
covenants of the Company and the investors that are customary in private
placement transactions and is subject to customary closing conditions.
The Series C Preferred Stock will automatically convert into Common
Stock following and subject to stockholder approval as required by
applicable NASDAQ Stock Market rules. The Series C Preferred Stock will
have a conversion price of $4.50 per share, and the Company has agreed
to file a registration statement for the converted shares as well as the
Common Stock discussed above. If, by October 1, 2016, the Series C
Preferred Stock remains outstanding, it will begin accruing a 12% annual
cash dividend. The Series C Preferred Stock will rank senior to all
Common Stock.
Upon closing of the private placement and receipt of regulatory
approvals, two investors will be entitled to have one representative
each appointed to both the Company’s and The Bancorp Bank’s board of
directors.
Piper Jaffray & Co. served as the exclusive placement agent for the
private placement and as financial advisor to the Company and the Bank.
The Company also announced that it has entered into an agreement
allowing certain directors and executive officers of the Company to
purchase an aggregate of 1,025,000 shares of Common Stock at $4.50 per
share, contingent upon the Company obtaining stockholder approval as
required by applicable NASDAQ Stock Market rules. Upon satisfaction of
these conditions, the Company expects to issue the Common Stock for
additional proceeds of $4.6 million.
Damian Kozlowski, The Bancorp’s Chief Executive Officer, said, “This
capital will ensure that we will have an adequate foundation to support
our clients and maintain revenue growth, while we enhance the
productivity and efficiency of our platform.”
For additional information regarding the terms and conditions of the
transactions described in this press release, please refer to the
Current Report on Form 8-K, which the Company expects to file with the
Securities and Exchange Commission on or about August 8, 2016.
Investments discussed in this press release involve the sale of
securities in private transactions that have not been registered under
the Securities Act of 1933 and will be subject to the resale
restrictions under that Act. The securities being sold in the private
placement may not be offered or sold absent registration or an
applicable exemption from registration. This news release does not
constitute an offer to sell or a solicitation of an offer to buy any
securities, nor shall there be any sale of securities in any state or
jurisdiction in which such an offer, solicitation or sale would be
unlawful prior to registration or qualification under the securities
laws of any such state or jurisdiction.
About The Bancorp
With operations in the US and Europe, The Bancorp, Inc. (NASDAQ:TBBK) is
dedicated to serving the unique needs of non-bank financial service
companies, ranging from entrepreneurial start-ups to those on the
Fortune 500. The company’s chief financial institution, The Bancorp Bank
(Member FDIC, Equal Housing Lender), has been repeatedly recognized in
the payments industry as the Top Issuer of Prepaid Cards (US), a top
merchant sponsor bank, and a top ACH originator. Specialized lending
distinctions include National Preferred SBA Lender, a leading provider
of securities-backed lines of credit, and one of the few bank-owned
commercial leasing groups in the nation. For more information please
visit www.thebancorp.com.
Forward-Looking Statements
Statements in this press release include "forward-looking statements"
that involve risks and uncertainties. These statements include, without
limitation, (i) statements regarding the private placement and (ii)
statements preceded by, following, or that include the words “may,”
“believe,” “will,” “expect,” “look,” “anticipate,” “estimate,”
“continue,” or similar words. These statements are based on the current
believe and expectations of the Company’s management team that are
subject to change based on various factors (many of which are beyond the
Company’s control). For further discussion of the risks and
uncertainties to which these forward-looking statements may be subject,
see Bancorp’s filings with the SEC, including the “Risk Factors” and
“Management’s Discussion and Analysis of Financial Condition and Results
of Operations” sections of the Company’s annual report on Form 10-K for
the year ended December 31, 2015 and subsequent filings. These risks and
uncertainties could cause actual results to differ materially from those
projected in the forward-looking statements. The forward-looking
statements speak only as of the date of this press release. The Bancorp
does not undertake to publicly revise or update forward-looking
statements in this press release to reflect events or circumstances that
arise after the date of this presentation, except as may be required
under applicable law.
View source version on businesswire.com: http://www.businesswire.com/news/home/20160808005247/en/
The Bancorp, Inc.
Andres Viroslav, 215-861-7990
aviroslav@thebancorp.com
Source: The Bancorp, Inc.