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): October 25, 2010 (October 20, 2010)
NATIONAL PENN BANCSHARES, INC.
(Exact Name of Registrant as Specified in Charter)
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Pennsylvania
(State or Other Jurisdiction
of Incorporation)
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000-22537-01
(Commission
File Number)
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23-2215075
(IRS Employer
Identification No.)
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Philadelphia and Reading Avenues,
Boyertown, PA 19512
(Address of Principal Executive Offices) (Zip Code)
Registrant’s telephone number, including area code: (800) 822-3321
N/A
(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 (see General Instruction A.2. below):
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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(b) under the Exchange Act (17 CFR 240.14a-12(b))
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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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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Section 3 – Securities and Trading Markets
Item 3.02. Unregistered Sales of Equity Securities
As previously disclosed by National Penn Bancshares, Inc. (“National Penn”) in its Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on October 6, 2010, National Penn entered into an Investment Agreement (the “Investment Agreement”) on October 5, 2010 with Warburg Pincus Private Equity X, L.P. (“Warburg Pincus”), pursuant to which Warburg Pincus agreed, subject to the terms and conditions of the Investment Agreement, to invest $150 million in National Penn (the “Investment”) through a direct purchase of newly issued shares of National Penn’s common stock, without par value (the “Common Stock”). On October 20, 2010, National Penn and Warburg Pincus completed the first closing (the “First Closing”) pursuant to the terms of the Investment Agreement. At the First Closing, Warburg Pincus and an affiliate were issued an aggregate of 10,462,810 shares of Common Stock in exchange for a payment to National Penn of $63.3 million in cash.
Subject to customary closing conditions, the remainder of the Investment will be completed after all required regulatory approvals are received (the “Second Closing”). At the Second Closing, Warburg Pincus will purchase an additional 14,330,579 shares of Common Stock in exchange for $86.7 million in cash.
The Common Stock issued and sold at the First Closing pursuant to the Investment Agreement as described in this Item 3.02 was sold in a private placement made in reliance on the exemption from registration under Section 4(2) of the Securities Act of 1933, as amended (the "Securities Act"), and Regulation D promulgated thereunder. No general solicitation was involved in connection with the offer and sale of the Common Stock, and each of the purchasers of the Common Stock has represented to National Penn that it is an "accredited investor" (as that term is defined by Rule 501 of the Securities Act).
This description is qualified in its entirety by reference to the Investment Agreement, included as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference, and to the description in Item 1.01 of National Penn’s Current Report on Form 8-K filed with the SEC on October 6, 2010, which is incorporated herein by reference.
Section 9 – Financial Statements and Exhibits
Item 9.01. Financial Statements and Exhibits
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(d)
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Exhibits.
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10.1
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Investment Agreement, dated as of October 5, 2010, by and between National Penn Bancshares, Inc. and Warburg Pincus Private Equity X, L.P. (filed as Exhibit 10.1 to National Penn’s Current Report on Form 8-K filed with the SEC on October 6, 2010 and incorporated herein by reference)
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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 hereunto duly authorized.
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NATIONAL PENN BANCSHARES, INC.
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By:
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/s/ Scott V. Fainor
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Name:
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Scott V. Fainor
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Title:
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President and CEO
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Dated: October 25, 2010
EXHIBIT INDEX
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Number
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Description
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10.1
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Investment Agreement, dated as of October 5, 2010, by and between National Penn Bancshares, Inc. and Warburg Pincus Private Equity X, L.P. (filed as Exhibit 10.1 to National Penn’s Current Report on Form 8-K filed with the SEC on October 6, 2010 and incorporated herein by reference)
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