Attached files
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| EX-10.1 - AMENDMENT - UNITED WESTERN BANCORP INC | exh10_1.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
FORM
8-K
CURRENT
REPORT PURSUANT
TO
SECTION 13 OR 15(D) OF THE
SECURITIES
EXCHANGE ACT OF 1934
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Date
of report (Date of earliest event reported) January 15, 2010
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United
Western Bancorp, Inc.
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(Exact
Name of Registrant as Specified in Its Charter)
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Colorado
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(State
or Other Jurisdiction of Incorporation)
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0-21231
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84-1233716
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(Commission
File Number)
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(IRS
Employer Identification No.)
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700
Seventeenth Street, Suite 2100
Denver,
Colorado
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80202
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(Address
of Principal Executive Offices)
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(Zip
Code)
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(303)
595-9898
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(Registrant’s
Telephone Number, Including Area Code)
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(Former
Name or Former Address, if Changed Since Last
Report)
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Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General
Instruction A.2. below):
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
ITEM
1.01 ENTRY
INTO A MATERIAL DEFINITIVE AGREEMENT
See Item
2.03 of this Current Report on Form 8-K, which is incorporated by reference
herein.
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ITEM
2.03
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CREATION
OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE
SHEET ARRANGEMENT OF A REGISTRANT
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Effective
January 15, 2010, United Western Bancorp, Inc. (the “Company”) entered into an
Amendment to Credit Agreement, Note Modification and Forbearance Agreement (the
“Amendment”) to that certain Credit Agreement dated as of June 29, 2007, as
amended by that certain Amendment to Credit Agreement dated June 30, 2008, that
certain Amendment to Credit Agreement dated June 29, 2009, that certain
Amendment to Credit Agreement dated September 30, 2009, and that certain
Amendment and Forbearance Agreement dated December 14, 2009 (collectively, the
“Credit Agreement”) with JPMorgan Chase Bank, N.A. (“JPMorgan”).
The terms
of the Amendment provide, among other things: (i) for the extension of the
maturity date on the $25 million line of credit note dated September 30, 2009
(the “Note”) from December 31, 2009 to June 30, 2010 (the Note has a current
principal balance of $20 million); (ii) that the Company make a principal
reduction payment on the Note of $2.5 million upon execution of the Amendment
(which payment the Company has made), and another principal reduction payment on
the Note of $1.25 million on or before March 31, 2010; (iii) that JPMorgan
agrees to continue to forbear from declaring all outstanding amounts on the Note
to be immediately due and payable as a result of the Company and its subsidiary,
United Western Bank, each executing informal Memorandums of Understanding with
the Office of Thrift Supervision effective on December 10, 2009; and (iv) that
the Company and one of its nonbank subsidiaries pledge certain nonagency
mortgage-backed securities as additional collateral to JPMorgan.
The
foregoing is only a summary of the material terms of the Amendment and does not
purport to be complete, and is qualified in its entirety by reference to the
Amendment, a copy of which is attached to this Current Report on Form 8-K as
Exhibit 10.1.
ITEM
7.01 REGULATION FD DISCLOSURE
On
January 15, 2010, United Western Bank® (the “Bank”) exchanged $180 million of
outstanding Federal Home Loan Bank – Topeka (the “FHLB”) advances for $180
million in new advances. The Bank believes that this exchange will
improve earnings across a broad range of interest rate scenarios and will
improve the Bank’s liquidity and its interest rate risk profile. The
Bank anticipates these exchanges will reduce interest expense by approximately
$3.9 million over the next twelve months.
Specifically, the Bank exchanged 14
separate advances, totaling $180 million, with yields ranging from 2.77 percent
to 4.80 percent, with a weighted average yield of 4.15 percent and an average
remaining term of 29 months, and with final maturities scheduled 16 to 52 months
into the future. These advances were exchanged for four new advances
totaling $180 million of five-year convertible advances with a coupon rate fixed
for at least the first 12 months. The FHLB has the option after the
first year to convert the fixed coupon rate to the FHLB one-month advance rate,
reset monthly, and the Bank has the option to prepay the advance if the FHLB
exercises its option to convert the coupon rate to the FHLB one-month advance
rate.
For the first year, the Bank will incur
an all-in rate of approximately 2.15 percent. The Bank recorded a $12.4 million
charge related to the exchange. The transaction qualified for debt
exchange accounting and the charge will be recognized over the five-year term of
the new advances. The amortization of the deferred charge is
considered in the all-in prospective rate of 2.15 percent. Should an advance be
extinguished prior to its scheduled maturity, any remaining unamortized exchange
charge would be accelerated and recognized in the period the debt is
extinguished.
The information contained in this Item
7.01 shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934, as amended, or otherwise subject to the
liabilities of that section. The disclosure of the information contained in this
Item 7.01 will not be deemed an admission as to the materiality of such
information under Regulation FD.
Certain statements contained in this
Form 8-K may be deemed to be forward-looking statements under federal securities
laws, and the Company intends that such forward-looking statements be subject to
the safe harbor created thereby. Such forward-looking statements
include, but are not limited to, statements regarding the amount of reduction of
interest expense over the next twelve months. The Company cautions
that these statements are qualified by important factors that could cause actual
results to differ materially from those reflected by the forward-looking
statements contained herein. Such factors include (a) changes in
market conditions; (b) changes in the market for the Company's products and
services; and (c) other risks as detailed in the Company’s Quarterly Report on
Form 10-Q for the fiscal quarter ended September 30, 2009, and subsequent
filings with the Securities and Exchange Commission.
The Company
does not have, and expressly disclaims, any obligation to release publicly any
updates or any changes in the Company’s expectations or any change in events,
conditions, or circumstances on which any forward-looking statement is
based.
ITEM
9.01 FINANCIAL
STATEMENTS AND EXHIBITS
(a) Exhibits.
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10.1
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Amendment to Credit Agreement, Note Modification and Forbearance Agreement
by and between United Western Bancorp, Inc. and JPMorgan Chase Bank, NA
dated January 15, 2010.
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned thereunto
duly authorized.
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UNITED
WESTERN BANCORP, INC.
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Dated: January
22, 2010
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By: /s/
Michael J. McCloskey
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Name: Michael
J. McCloskey
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Title: Executive
Vice President and Chief Operating Officer
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