Exhibit 99.1
FEDERAL DEPOSIT INSURANCE CORPORATION
WASHINGTON, D.C.
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| | IN THE MATTER OF HORIZON BANK BELLINGHAM, WASHINGTON (INSURED STATE NONMEMBER BANK) | ) ) ) ) ) ) ) | SUPERVISORY PROMPT CORRECTIVE ACTION DIRECTIVE FDIC-09-678PCAS | |
WHEREAS, Horizon Bank, Bellingham, Washington (the "Bank") is a critically undercapitalized depository institution as that term is defined in Section 38(b)(1) of the Federal Deposit Insurance Act ("Act"), 12 U.S.C. §1831o(b)(1), and Section 325.103 of the Federal Deposit Insurance Corporation ("FDIC") Rules and Regulations, 12 C.F.R. §325.103;
WHEREAS, pursuant to a letter dated August 27, 2009, the FDIC notified the Bank that it was significantly undercapitalized as a result of the filing of its June 30, 2009 Call Report;
WHEREAS, pursuant to that same letter dated August 27, 2009, the FDIC also required the Bank to file a Capital Restoration Plan with the FDIC on or before October 12, 2009;
WHEREAS, on October 13, 2009, the FDIC received the Bank’s Capital Restoration Plan and has determined that its Capital Restoration Plan is unacceptable;
WHEREAS, on November 20, 2009, the FDIC notified the Bank that it was critically undercapitalized as a result of the filing of its September 30, 2009 Call Report;
WHEREAS, pursuant to that same letter dated November 20, 2009, the FDIC notified the Bank that the Bank shall file a revised Capital Restoration Plan with the FDIC on or before January 6, 2010;
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WHEREAS, the condition of the Bank continues to deteriorate;
WHEREAS, the management of the Bank has not demonstrated the ability to return the Bank to a safe and sound condition;
WHEREAS, the deteriorating condition of the Bank and the inability of the management of the Bank to return it to a safe and sound condition require that prompt corrective action be taken immediately;
WHEREAS, the actions in this directive are necessary to carry out the purposes of Section 38 of the Act including Section 38(e)(5), 12 U.S.C. § 1831o(e)(5);
THEREFORE, the FDIC finds it necessary, in order to carry out the purposes of Section 38 of the Act, to issue this SUPERVISORY PROMPT CORRECTIVE ACTION DIRECTIVE without providing notice as set forth in Section 308.201(a)(1) of the FDIC's Rules of Practice and Procedure, 12 C.F.R. §308.201(a)(1), and hereby issues this SUPERVISORY PROMPT CORRECTIVE ACTION DIRECTIVE pursuant to Section 38 of the Act, 12 U.S.C. §1831o, and Section 308.201(a)(2) of the FDIC's Rules of Practice and Procedure, 12 C.F.R. §308.201(a)(2).
SUPERVISORY PROMPT CORRECTIVE ACTION DIRECTIVE
IT IS HEREBY DIRECTED, that within 30 days of the effective date of this Directive, the Bank shall take one or both of the following actions to recapitalize the Bank:
| 1. | The Bank shall sell enough voting shares or obligations of the Bank so that the Bank will be adequately capitalized after the sale; and/or |
| 2. | The Bank shall accept an offer to be acquired by a depository institution holding company or to combine with another insured depository institution; |
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FURTHER DIRECTED, that during the period this Directive is in effect, the Bank shall not accept, renew or rollover any brokered deposits as defined in section 337.6(a)(2) of the FDIC Rules and Regulations, 12 C.F.R. § 337.6(a)(2);
FURTHER DIRECTED, that during the period this Directive is effective, the Bank shall restrict the interest rates that the Bank pays on deposits to comply with the interest rate restrictions in section 337.6 of the FDIC Rules and Regulations, 12 C.F.R. § 337.6;
FURTHER DIRECTED, that during the period this Directive is in effect, the Bank shall not permit its average total assets during any calendar quarter to exceed its average total assets during the preceding calendar quarter;
FURTHER DIRECTED, that during the period this Directive is in effect, the Bank shall make no capital distributions or dividend payments to its parent or any affiliate of the Bank or its parent, nor shall the Bank pay any bonuses to, or increase the compensation of, any director or officer of the Bank without prior written approval from the FDIC. The term “capital distribution” shall be defined as at Section 38(b)(2)(B) of the Act (12 U.S.C. § 1831o(b)(2)(B));
FURTHER DIRECTED, that during the period this Directive is in effect, the Bank shall employ and retain qualified senior executive officers, including a chief financial officer;
FURTHER DIRECTED, that during the period this Directive is in effect, the Bank shall comply with Section 23A of the Federal Reserve Act as if subsection (d)(1) of that section (exempting transactions with certain affiliated institutions) did not apply;
FURTHER DIRECTED, that during the period this Directive is in effect, the Bank shall not engage in branching and shall solicit the FDIC's prior written approval to relocate, sell or dispose of any existing branch;
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FURTHER DIRECTED, that during the period this Directive is in effect, the Bank shall take no further action pursuant to the FDIC Order issued on May 24, 1994 to the Bank under section 24(a) of the Act, said Order allowing the Bank to engage in real estate development for single-family residential use up to 25% of the Bank's Tier 1 capital.
FURTHER DIRECTED, that the provisions of this SUPERVISORY PROMPT CORRECTIVE ACTION DIRECTIVE shall not affect the obligations of the Bank pursuant to any other action issued against the Bank by the FDIC;
FURTHER DIRECTED, that this SUPERVISORY PROMPT CORRECTIVE ACTION DIRECTIVE shall become effective immediately upon its receipt by the Bank.
Each provision of this SUPERVISORY PROMPT CORRECTIVE ACTION DIRECTIVE shall be binding upon the Bank, its directors, officers, employees, agents, successors, assigns, and other institution-affiliated parties of the Bank.
Each provision of this SUPERVISORY PROMPT CORRECTIVE ACTION DIRECTIVE shall remain effective and enforceable until the Bank has been adequately capitalized on average for four (4) consecutive calendar quarters, except to the extent that any provision shall be modified, terminated, suspended, or set aside by the FDIC.
The Bank may file a written appeal of this SUPERVISORY PROMPT CORRECTIVE ACTION DIRECTIVE within fourteen (14) calendar days from the date of the issuance of this Directive as provided in section 308.201(a)(2) of the FDIC's Rules of Practice and Procedure, 12 C.F.R. §308.201(a)(2). The appeal shall be filed with Stan Ivie, Regional Director, Federal Deposit Insurance Corporation, San Francisco Regional Office, 25 Jessie Street at Ecker Square, Suite 2300, San Francisco, California 94105, with a copy to Joseph J. Sano, Regional Counsel,
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Federal Deposit Insurance Corporation, San Francisco Regional Office, 25 Jessie Street at Ecker Square, Suite 1400, San Francisco, California 94105.
Pursuant to delegated authority.
Dated this 3rd day of December, 2009.
/s/ J. George Doerr
J. George Doerr
Deputy Regional Director
Division of Supervision and Consumer Protection
