Attached files
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| EX-99.1 - INTEGRA BANK CORP | v176042_ex99-1.htm |
UNITED
STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C.
20549
FORM 8-K
CURRENT
REPORT
Pursuant to Section 13 OR 15(d)
of The Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): March 3, 2010
INTEGRA BANK
CORPORATION
(Exact
name of registrant as specified in its charter)
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Indiana
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0-13585
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35-1632155
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(State
or other jurisdiction
of
incorporation)
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(Commission
File Number)
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(IRS
Employer Identification
No.)
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21
S.E. Third Street
P.O.
Box 868
Evansville,
Indiana
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47705-0868
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code: (812) 464-9677
Not
Applicable
(Former
name or former address, if changed since last report.)
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:
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o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
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ITEM 7.01 REGULATION FD
DISCLOSURE
On March
3, 2010, Integra Bank Corporation (the “Company”) announced that its subsidiary,
Integra Bank N.A. (“Integra Bank”), had entered into a definitive agreement for
the sale of eight of its branches, as well as the sale of a pool of commercial,
commercial real estate, and indirect consumer loans to First Security Bank of
Owensboro, Inc. (“First Security”). The Company’s press release
relating to these transactions is attached as Exhibit 99(a) and the information
set forth therein is incorporated herein by reference and constitutes a part of
this report.
The
Company expects that these transactions will improve Integra Bank’s tier 1 and
total risk based capital ratios by approximately 120 basis points, while
increasing its tier 1 leverage ratio by approximately 75 basis
points. The transactions are also expected to increase the Company’s
tangible common equity to tangible assets ratio by approximately 55 basis
points.
The
Company expects the deposit premium to approximate $8.4
million. First Security will assume the deposits at the branches and
acquire other assets including the loans at those branches, real estate and
improvements comprising the eight branch locations and a group of loans
originated from other Integra offices. The loans originated from
other Integra offices will be acquired at their outstanding principal balance,
less a discount. The loans at the eight branches will be acquired at
their outstanding principal balance. The final deposit premiums and
loan discounts will be determined at the closing date and are dependent upon the
loan and deposit mix and balances. All other assets will be sold at
their book values. Both Integra and First Security expect that the
transaction will have a minimal impact on the liquidity of either company, as it
has been designed to be liquidity neutral, meaning that very little cash will
exchange hands.
The
Company also reported that the transaction is an additional step in its
multi-step strategy it is executing that it expects will improve its capital and
liquidity positions, reduce its credit risk and accelerate its return to
profitability. It follows the February 1, 2010 announcement of a sale
of three of its Indiana branches to United Community Bank and the February 17,
2010 announcement of a sale of two of its Kentucky branches to The Cecilian
Bank. Both the sales to United Community Bank and The Cecilian Bank
also included a group of loans originated from other Integra offices, consisting
primarily of commercial real estate loans. The Company expects to
execute additional branch sales in 2010, as well as sales of both non-performing
and performing loans, and expects to announce additional agreements for sales in
the next 90 days that are expected to provide additional capital and further
narrow its operating footprint.
The
Company expects that the United Community Bank, The Cecilian Bank and the First
Security Bank of Owensboro transactions will, on a combined basis, improve
Integra Bank’s tier 1 and total risk based capital ratios by approximately 180
basis points, while increasing its tier 1 leverage ratio by approximately 115
basis points. The transactions are also expected to increase the
Company’s tangible common equity to tangible assets ratio by approximately 80
basis points. The final impact will be determined in part by
the loan and deposit balances transferred at the closing date.
The
information in this Current Report on Form 8-K, including the attached exhibit,
is being furnished to the Securities and Exchange Commission and shall not be
deemed to be “filed” for the purposes of Section 18 of the Securities
Exchange Act of 1934, as amended. Furthermore, the information contained in this
Current Report on Form 8-K shall not be deemed to be incorporated by reference
into any registration statement or other document filed with the Securities and
Exchange Commission by the Company.
This report contains
statements about the proposed sale of Integra Bank branch offices and other
assets to First Security Bank of Owensboro, Inc. and the impact on both Integra
Bank and First Security Bank. These statements are not historical facts and are
considered forward-looking within the meaning of the Private Securities
Litigation Reform Act of 1995. These statements are based upon current
expectations, forecasts and assumptions that are subject to risks, uncertainties
and other factors that could cause actual outcomes and results to differ
materially from those indicated by these forward-looking statements. These
risks, uncertainties and other factors include, but are not limited to, the
satisfaction of customary closing conditions set forth in the various agreements
between the parties, including the receipt of regulatory approval.
ITEM 9.01 FINANCIAL STATEMENTS AND
EXHIBITS
(c) Exhibit
99(a) Press
Release, dated March 3, 2010, issued by the Company.
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 hereunto
duly authorized.
Dated:
March 3, 2010
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INTEGRA
BANK CORPORATION
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By:
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/s/
Michael B. Carroll
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Michael
B. Carroll
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Chief
Financial Officer
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INDEX TO
EXHIBIT
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Exhibit
No.
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Description
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99 (a)
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Press
Release, dated March 3,
2010
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