Attached files
| file | filename |
|---|---|
| 8-K - Bridge Capital Holdings | v179902_8k.htm |
| EX-10.1 - Bridge Capital Holdings | v179902_ex10-1.htm |
For
Immediate Release: April 1, 2010
Bridge
Capital Holdings
Completes
Early Conversion of Preferred Stock
San Jose, CA –
April 1,
2010 – Bridge Capital Holdings (NASDAQ:
BBNK), whose subsidiary
is Bridge Bank, National
Association, announced today that it reached an agreement for
the early conversion of the preferred stock held by the Carpenter Community
BancFund. On March 31, 2010, Bridge Capital Holdings issued a total
of 3,710,289 shares of its common stock and convertible promissory notes (the
“Notes”) in the aggregate principal amount of $789,860.75 to Carpenter Community
BancFund upon conversion of 131,901 shares of the Company’s Series B Mandatorily
Convertible Perpetual Preferred Stock and 168,099 shares of the Company’s Series
B-1 Mandatorily Convertible Cumulative Perpetual Preferred Stock (collectively,
the “Series B and B-1 Preferred”) and as payment of all accrued and unpaid
dividends thereon through March 31, 2010, pursuant to an agreement dated as of
March 23, 2010. The effective conversion price of the Series B and
B-1 Preferred was $8.46 per share, which was the closing price of the common
stock reported on the Nasdaq Global Select Market on the date of the
agreement.
As a result of the conversion, there are
no shares of Series B and B-1 Preferred outstanding, there are 10,823,453 shares
of common stock outstanding, and 93,364 shares of common stock issuable upon
conversion of the Notes. The principal amount of the Notes accrues
interest at the rate of 10% per annum and is convertible to common stock at a
price of $8.46 per share. Unless converted earlier, the Notes become
due on the earlier of March 31, 2011 or a change of control of the
Company. Bridge Capital Holdings may prepay the Notes on or after
August 31, 2010.
“In the
fourth quarter of 2008, we began a focused strategic effort to build capital and
liquidity and reduce the risk profile of our business, which included the sale
of $30 million in preferred stock to the Carpenter Community BancFund,” said
Thomas A. Sa, Executive Vice President, Chief Financial Officer and Chief
Strategy Officer of Bridge Capital Holdings. “The early conversion of this
preferred stock marks a significant achievement in our efforts to manage through
the weak economic conditions and position the Company for long-term growth and
profitability. The conversion provides additional support to our
already strong tier 1 and tangible common equity levels, removes an element of
uncertainty related to the dilutive burden of the preferred stock dividend
carry, and is accretive to book value. We are very pleased with this
result for all of our shareholders.”
“We are
pleased with the progress that has been made toward the strategic objectives set
out in 2008 when we made this investment,” said Edward J. Carpenter of the
Carpenter Community BancFund. “This conversion is evidence of our
continued confidence in the Company and its ability to deliver a unique brand of
business banking to Silicon Valley business clients. We look forward
to working to build value for all Bridge Capital Holdings shareholders from this
improved competitive position.”
About
Bridge Capital Holdings
Bridge
Capital Holdings is the holding company for Bridge Bank, National
Association. Bridge Capital Holdings was formed on October 1, 2004
and holds a Global Select listing on The NASDAQ Stock Market under the trading
symbol BBNK. For additional information, visit the Bridge Capital
Holdings website at http://www.bridgecapitalholdings.com.
About
Bridge Bank, National Association
Bridge
Bank, National Association is Silicon Valley’s full-service professional
business bank. The Bank is dedicated to meeting the financial needs of small,
middle market, and emerging technology businesses. Bridge Bank
provides its clients with a comprehensive package of business banking solutions
delivered through experienced, professional bankers. For additional information,
visit the Bridge Bank website at http://www.bridgebank.com.
Contacts
|
Daniel
P. Myers
|
Thomas
A. Sa
|
|
President
|
Executive
Vice President
|
|
Chief
Executive Officer
|
Chief
Financial Officer
|
|
Bridge
Capital Holdings
|
Bridge
Capital Holdings
|
|
408.556.6510
|
408.556.8308
|
|
dan.myers@bridgebank.com
|
tom.sa@bridgebank.com
|
Forward-Looking
Statements
Certain
matters discussed in this press release constitute forward-looking statements
within the meaning of the Private Securities Litigation Reform Act of 1995, and
are subject to the safe harbors created by that Act. Forward-looking statements can be
identified by the fact that they do not relate strictly to historical or current
facts. They often include the words “believe,” “expect,” “anticipate,” “intend,”
“plan,” “estimate,” or words of similar meaning, or future or conditional verbs
such as “will,” “would,” “should,” “could,” or “may.” Examples of
forward-looking statements include, but are not limited to: statements
concerning future profitability or financial performance; statements concerning
the adequacy of loan loss reserves or capital; statements of plans and
expectations of the Company or its management or board of directors, including
those relating to products or services; and stated assumptions underlying such
statements. Forward-looking statements are based on currently
available information, expectations, assumptions, projections, and management’s
judgment about the Company, the banking industry and general economic
conditions. These
forward-looking statements are not guarantees of future performance, nor should
they be relied upon as representing management’s views as of any subsequent
date. Future events are difficult to predict, and the expectations
described above are necessarily subject to risk and uncertainty that may cause
actual results to differ materially and adversely. Readers should not
place undue reliance on the forward-looking statements, which reflect
management’s view only as of the date hereof.
Forward-looking statements involve
significant risks and uncertainties and actual results may differ materially
from those presented, either expressed or implied, in this press
release. Factors that might cause such differences include, but are
not limited to: the Company’s ability to successfully execute its business plans
and achieve its objectives; changes in general economic, real estate and
financial market conditions, either nationally or locally in areas in which the
Company conducts its operations; the length and severity of current difficulties
in the national and California economies and the effects of federal and state
government efforts to address those difficulties; changes in interest rates;
fluctuations in assets prices including, but not limited to, stocks, bonds and
real estate; new litigation or changes in existing litigation; future credit
loss experience; increased competitive challenges and expanding product and
pricing pressures among financial institutions; changes in legislation,
regulations or the regulatory environment which adversely affect the Company’s
operations or business, including without limitation those relating to the TARP
Capital Purchase Program and related executive compensation requirements; loss
of key personnel; changes in accounting policies or procedures as may be
required by the Financial Accounting Standards Board or other regulatory
agencies; operational risks including data processing system failures; and
the ability to satisfy requirements related to the Sarbanes-Oxley Act and
other regulation on internal control.
The
reader should refer to the more complete discussion of such risks in Bridge
Capital Holdings’ annual reports on Forms 10-K and quarterly reports on Forms
10-Q on file with the Securities and
Exchange Commission. The Company undertakes no obligation to
publicly revise these forward-looking statements to reflect subsequent events or
circumstances.
###