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): JUNE 17, 2005
PRIVATEBANCORP, INC.
(Exact name of registrant as specified in its charter)
-----------------------------
DELAWARE 000-25887 36-3681151
(State or other jurisdiction of (Commission File Number) (I.R.S. Employer Identification No.)
Incorporation)
TEN NORTH DEARBORN 60602
CHICAGO, ILLINOIS (Zip Code)
(Address of principal executive
offices)
Registrant's telephone number, including area code: (312) 683-7100
NOT APPLICABLE
(Former name or former address, if changed since last year)
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:
[ ] Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e-4(c))
ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
------------------------------------------
On June 20, 2005, PrivateBancorp, Inc.'s (the "Company") newly formed
wholly-owned special purpose finance subsidiary, PrivateBancorp Statutory Trust
II, a Delaware statutory trust (the "Trust"), issued $50,000,000 of trust
preferred securities (the "Capital Securities") in a private placement to an
institutional investor pursuant to an applicable exemption from registration.
The Capital Securities mature in September 2035, are redeemable at the Company's
option beginning after five years, and require quarterly distributions by the
Trust to the holder of the Capital Securities, initially at a rate of 6.00%
until September 2010, and thereafter at a rate equal to the three-month LIBOR
rate plus 1.71%. The Company has irrevocably and unconditionally guaranteed the
Capital Securities and, to the extent not paid by the Trust, accrued and unpaid
distributions on the Capital Securities and the redemption price payable to the
Capital Securities holders, in each case to the extent the Trust has funds
available. The proceeds of the Capital Securities, along with proceeds of
$1,547,000 from the issuance of common securities (the "Common Securities") by
the Trust to the Company, were used to purchase $51,547,000 of the Company's
fixed/floating rate junior subordinated deferrable interest debentures (the
"Debentures"), the proceeds of which will be used to fund a portion of the
purchase price of the Company's previously announced acquisition of Bloomfield
Hills Bancorp., Inc.
The Debentures were issued pursuant to an indenture dated June 20,
2005, between the Company, as issuer, and Wilmington Trust Company, as trustee
(the "Indenture"). Like the Capital Securities, the Debentures bear interest
initially at a rate of 6.00% until September 2010, and thereafter at a rate
equal to the three-month LIBOR rate plus 1.71%. The interest payments by the
Company on the Debentures will be used to pay the quarterly distributions
payable by the Trust to the holders of the Capital Securities. However, so long
as no event of default, as described below, has occurred under the Debentures,
the Company may defer interest payments on the Debentures (in which case the
Trust will be entitled to defer distributions otherwise due on the Capital
Securities) for up to 20 consecutive quarters.
The Debentures are subordinated to the prior payment of any other
indebtedness of the Company that, by its terms, is not similarly subordinated.
The Debentures mature on September 15, 2035, but may be redeemed at the
Company's option at any time on or after September 15, 2010 or at any time upon
certain events, such as a change in the regulatory capital treatment of the
Debentures, the Trust being deemed an investment company or the occurrence of
certain adverse tax events. Except upon the occurrence of the certain events
described above prior to September 15, 2010, the Company may redeem the
Debentures at their aggregate principal amount, plus accrued interest, if any.
The Debentures may be declared immediately due and payable at the
election of the trustee or holders of at least 25% of aggregate principal amount
of outstanding Debentures upon the occurrence of an event of default. An event
of default generally means (1) default in the payment of any interest when due
that continues unremedied for a period of 60 days, except in the case of an
election by the Company to defer payment of interest for up to 20 consecutive
quarters (which does not constitute an event of default), (2) a default in the
payment of the principal amount of the Debentures as and when such amount
becomes due, including at maturity, (3) a default in the payment of any interest
following the deferral of interest payments by the Company for 20 consecutive
quarters, (4) a default in the Company's performance, or breach, of any
covenant, agreement or warranty in the Indenture which is not cured within 60
days, (5) the institution of any bankruptcy or similar proceedings by or against
the Company, or (6) the liquidation, dissolution or winding up of the Trust,
other than as contemplated in the Indenture.
The Company also has entered into a Guarantee Agreement pursuant to
which it has agreed to guarantee the payment by the Trust of distributions on
the Capital Securities, and the payment of the principal amount of the Capital
Securities when due, either at maturity or on redemption, but only if and to the
extent that the Trust fails to pay distributions on or the principal amount of
the Capital Securities after having received interest payments or principal
payments on the Debentures from the Company for the purpose of paying those
distributions or the principal amount of the Capital Securities.
ITEM 2.03. CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION
----------------------------------------------------------
UNDER AN OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT.
- ------------------------------------------------------
(a) The information set forth in Item 1.01 is incorporated by reference
herein.
2
(b) On June 20, 2005, the Company drew $7.0 million on its existing
$40.0 million credit facility with a commercial bank. The interest rate on any
borrowings under this revolving line resets quarterly, and is based on, at the
Company's option, either the lender's prime rate or three-month LIBOR plus
1.20%, with a floor of 3.50%. At June 20, 2005, the interest rate on the new
borrowings is equal to 4.63%. Immediately prior to the draw-down, the balance
under the credit facility was $0. The revolving credit facility was amended on
December 1, 2004 to extend the maturity to December 1, 2005. The proceeds from
the borrowing will be used to fund a portion of the purchase price of the
Company's previously announced acquisition of Bloomfield Hills Bancorp., Inc.
ITEM 3.02. UNREGISTERED SALES OF EQUITY SECURITIES.
---------------------------------------
On June 17, 2005, the Company sold $7.565 million, or 323,554 shares,
of its common stock at a purchase price of $32.53 per share in a private
placement to accredited investors only. The shares were offered and sold by the
Company in reliance on an exemption from registration pursuant to Section 4(2)
under the Securities Act of 1933, as amended, and Rule 506 promulgated
thereunder. The proceeds from the sale of the shares will be used by the Company
for general corporate purposes.
ITEM 8.01. OTHER EVENTS.
------------
On June 20, 2005, the Company announced the completion of its
previously announced acquisition of Bloomfield Hills Bancorp., Inc. Attached as
Exhibit 99.1 is a copy of the press release relating to the announcement, which
is incorporated herein by reference.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
---------------------------------
(c) Exhibits.
Exhibit 99.1 Press Release dated June 20, 2005.
3
SIGNATURE
---------
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.
Date: June 20, 2005 PRIVATEBANCORP, INC.
By: /s/ Ralph B. Mandell
--------------------------------
Ralph B. Mandell
Chairman of the Board and Chief
Executive Officer
4
EXHIBIT INDEX
NUMBER DESCRIPTION
- ------ -----------
Exhibit 99.1 Press Release dated June 20, 2005.
5