Attached files
file | filename |
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S-1/A - FORM S-1/A - CAPITAL BANK CORP | g25953a1sv1za.htm |
EX-99.3 - EX-99.3 - CAPITAL BANK CORP | g25953a1exv99w3.htm |
EX-5.01 - EX-5.01 - CAPITAL BANK CORP | g25953a1exv5w01.htm |
EX-99.6 - EX-99.6 - CAPITAL BANK CORP | g25953a1exv99w6.htm |
EX-99.8 - EX-99.8 - CAPITAL BANK CORP | g25953a1exv99w8.htm |
EX-99.2 - EX-99.2 - CAPITAL BANK CORP | g25953a1exv99w2.htm |
EX-99.1 - EX-99.1 - CAPITAL BANK CORP | g25953a1exv99w1.htm |
EX-99.5 - EX-99.5 - CAPITAL BANK CORP | g25953a1exv99w5.htm |
EX-99.7 - EX-99.7 - CAPITAL BANK CORP | g25953a1exv99w7.htm |
EX-23.01 - EX-23.01 - CAPITAL BANK CORP | g25953a1exv23w01.htm |
EXHIBIT 99.4
LETTER TO
BROKERS AND OTHER NOMINEE HOLDERS
CAPITAL BANK CORPORATION
Up to 5,000,000 Shares of Common Stock To Be Issued Upon the Exercise of Subscription Rights
CAPITAL BANK CORPORATION
Up to 5,000,000 Shares of Common Stock To Be Issued Upon the Exercise of Subscription Rights
[ ],
2011
To Securities Dealers, Commercial Banks,
Trust Companies and Other Nominees:
This letter is being distributed to securities dealers,
commercial banks, trust companies, and other nominees in
connection with the rights offering (the Rights
Offering) by Capital Bank Corporation (the
Company) of shares of its common stock, no par value
per share (Common Stock), which will be issued upon
the exercise of non-transferable subscription rights (the
Subscription Rights), which are being distributed to
all holders of record (the Recordholders) of Common
Stock as of 5:00 p.m., Eastern Standard time, on
January 27, 2011 (the Record Date). The
Subscription Rights and the Rights Offering are described in the
prospectus dated
[ ],
2011, which is enclosed with this letter (the
Prospectus).
In the Rights Offering, the Company is offering up to an
aggregate of 5,000,000 shares of Common Stock to be issued
upon the exercise of the Subscription Rights, as described
further in the Prospectus. The Subscription Rights will expire,
if not exercised earlier, at 5:00 p.m., Eastern Standard
time, on March 4, 2011, unless the Company elects in its
sole discretion to extend the period of the Rights Offering
beyond this date (as such date may be extended, the
Expiration Date) or cancel the Rights Offering
earlier.
As described in the Prospectus, each Recordholder will receive,
at no charge, 0.3882637 Subscription Rights for each share of
Common Stock owned on the Record Date. Each whole Subscription
Right will entitle you to purchase one share of our Common Stock
at a subscription price of $2.55 per share of Common Stock,
subject to an overall beneficial ownership limit of 4.9% for
each participant as described below. Fractional Subscription
Rights will be eliminated by rounding down to the nearest whole
number of Subscription Rights and may not be exercised. For
example, if you owned 1,000 shares of Common Stock on the
Record Date, you would receive 388.2637 Subscription Rights and
would have the right to purchase 388 shares of Common Stock
(rounded down from 388.2637 Subscription Rights) for $2.55 per
share.
Each participant in this Rights Offering is generally subject to
an overall beneficial ownership limit of 4.9%. Any rights
exercised by a Recordholder for Common Stock subscribed for by
that Recordholder that would cause such holder to go over the
4.9% ownership limit will not be considered exercised or
subscribed for by that Recordholder, and the portion of the
subscription price paid by a Recordholder for such unexercised
Subscription Rights will be returned to that Recordholder,
without interest or penalty, as soon as practicable after
completion of the Rights Offering.
There is no over-subscription privilege associated with the
Rights Offering. In addition, no shareholder will backstop the
Rights Offering. No Recordholder will have the opportunity to
purchase additional shares not purchased by other shareholders
in the Rights Offering.
Each holder of Subscription Rights will be required to submit
payment in full for all of the shares of Common Stock that the
holder wishes to buy pursuant to the exercise of the
holders Subscription Rights to Registrar and Transfer
Company (the Subscription Agent) by no later than
5:00 p.m., Eastern Standard time, on the Expiration Date.
Any excess subscription payment that any holder may pay to the
Subscription Agent in the Rights Offering will be returned to
the holder by the Subscription Agent, without interest or
penalty, as soon as practicable following the completion of the
Rights Offering. Subscription Rights are non-transferable,
meaning that they may not be sold, transferred, or assigned by
the Recordholder to any other party, and are not evidenced by
any certificate.
We are asking persons who hold shares of Common Stock
beneficially and who have received the Subscription Rights
distributable with respect to those shares through a broker,
dealer, commercial bank, trust company, or other nominee, as
well as persons who hold certificates of Common Stock directly
and prefer to have such institutions effect transactions
relating to the Subscription Rights on their behalf, to contact
the appropriate institution or nominee and request it to effect
the transactions for them. In addition, we are asking
beneficial owners who wish to obtain a separate Subscription
Rights Election Form to contact the appropriate nominee as soon
as possible and request that a separate Subscription Rights
Election Form be issued.
If you exercise the Subscription Rights on behalf of beneficial
owners of Subscription Rights, you will be required to submit a
Subscription Rights Election Form and to certify to the Company,
the Subscription Agent and the information agent, with respect
to each beneficial owner of Subscription Rights on whose behalf
you are acting, as to the aggregate number of Subscription
Rights that have been exercised and the corresponding number of
shares of Common Stock subscribed for in the Rights Offering.
All commissions, fees, and other expenses (including brokerage
commissions and transfer taxes), other than fees and expenses of
the Subscription Agent and the information agent, incurred in
connection with the exercise of the Subscription Rights will be
for the account of the holder of the Subscription Rights, and
none of such commissions, fees, or expenses will be paid by the
Company or the Subscription Agent.
Enclosed are copies of the following documents:
| Prospectus; | |
| A Subscription Rights Election Form; | |
| Instructions For Use of Capital Bank Corporation Subscription Rights Election Form; | |
| A form of letter that you may send to your clients for whose accounts you hold shares of Common Stock registered in your name or the name of your nominee (including an accompanying Beneficial Owner Election Form); | |
| Nominee Holder Certification, which must be completed and submitted by you if you exercise the Subscription Rights; and | |
| A return envelope addressed to the Subscription Agent. |
Your prompt action is requested. To exercise the Subscription
Rights, you must deliver the properly completed and signed
Subscription Rights Election Form, together with the Nominee
Holder Certification and payment in full of the total
subscription amount that is required for all of the shares
subscribed for in the Rights Offering, to the Subscription Agent
as described further in the Prospectus. Do not send the
Subscription Rights Election Form, Nominee Holder Certification
or payment to the Company. The properly completed and signed
Subscription Rights Election Form and Nominee Holder
Certification, accompanied by full payment of the total
subscription amount, must be received by the Subscription Agent,
and your payment must clear, by no later than 5:00 p.m.,
Eastern Standard time, on the Expiration Date. Failure to
return the properly completed Subscription Rights Election Form
and Nominee Holder Certification with the correct payment will
result in your not being able to exercise the Subscription
Rights held in your name on behalf of yourself or other
beneficial owners. A Subscription Rights holder cannot
revoke the exercise of Subscription Rights (unless we are
required by law to permit revocation). Subscription Rights not
exercised before 5:00 p.m., Eastern Standard time, on the
Expiration Date will expire.
Additional copies of the enclosed materials may be obtained from
our information agent, Eagle Rock Proxy Advisors LLC, by calling
(908) 497-2340.
Very truly yours,
CAPITAL BANK CORPORATION
NOTHING CONTAINED IN THE PROSPECTUS OR IN ANY OF THE ENCLOSED
DOCUMENTS SHALL CONSTITUTE YOU OR ANY PERSON AS AN AGENT OF
CAPITAL BANK CORPORATION, THE SUBSCRIPTION AGENT, THE
INFORMATION AGENT, OR ANY OTHER PERSON MAKING OR DEEMED TO BE
MAKING OFFERS OF THE SECURITIES ISSUABLE UPON VALID EXERCISE OF
THE SUBSCRIPTION RIGHTS, OR AUTHORIZE YOU OR ANY OTHER PERSON TO
MAKE ANY STATEMENTS ON BEHALF OF ANY OF THEM WITH RESPECT TO THE
RIGHTS OFFERING EXCEPT FOR STATEMENTS MADE IN THE PROSPECTUS.