USA Bank Enters Into a Stock Purchase Agreement With Westchester Working Group LLC
30 April 2010 - 3:30AM
Marketwired
USA Bank (OTCBB: USBK), a community bank serving the banking and
financial services needs of its local customers, has entered into a
stock purchase agreement with Westchester Working Group LLC ("WWG")
that would provide the Bank with a minimum of $15 million of
additional capital through the issuance of new Series A Convertible
Preferred stock at a price of $100 per share.
WWG is a single purpose investment vehicle formed specifically
to recapitalize USA Bank. WWG is comprised of a group of successful
business leaders with established track records in building small
businesses into larger successful businesses. WWG believes that
with the proper amount of capital, a reconstituted Board of
Directors, the restructuring of senior management and the
introduction of several new conservative and sustainable revenue
streams, USA Bank will be able to achieve and surpass its original
community banking pledge, and as a result would realize significant
upside growth potential.
As part of the agreement, USA Bank and WWG have agreed to allow
USA Bank's existing shareholders and others to purchase and
participate in the recapitalization through a public offering at
the same valuation as the lead investor (WWG). The Public Offering
will be on the same terms and conditions as the sale to WWG to
raise an additional $2 to $8 million. WWG has also agreed to
purchase additional shares of Preferred Stock to assure that the
gross proceeds from the sale of the Preferred Stock to WWG and in
the public offering will not be less than $15 million. If all the
Preferred Stock is sold the Bank will receive gross proceeds of $23
million to augment its capital.
At the option of the holder, the Preferred Stock will be
convertible into Common Stock of the Bank at an initial conversion
price equal to $100 divided by $0.325, subject to adjustment if
certain events occur. Annual dividends would be payable on the
Preferred Stock to each holder in additional shares of Preferred
Stock in an amount equal to 6.961038% of the Preferred Stock held
by such holder at the record date for the dividend. The shares of
Preferred Stock would automatically convert into shares of Common
Stock on the fifth anniversary of the date of issuance at the
conversion price then in effect.
Fred A. DeCaro III, Chairman of USA Bank said, "The effects of
the recession have impacted consumers and businesses alike,
including our bank customers. Although USA Bank undertook and
established stringent loan criteria, we were not immune to the
impact of the recession. With economic weakness and the heightened
regulatory awareness in the U.S. remaining a challenge, we believe
the investment by WWG will provide us the ability to emerge
financially sound and profitable as the economy improves."
He continued, "We are very pleased with the investment that
Westchester Working Group has committed to the Bank. The new
capital will provide us with the ability to continue to service our
customers as well as to introduce a number of new conservative
revenue streams that we anticipate will be significantly profitable
to the Bank. The capital infusion will also immediately return the
Bank to 'well-capitalized status' based upon regulatory
requirements. We are also enthusiastic that our existing
shareholders will be able to participate in the offering at the
same price and on the same terms as WWG is purchasing its shares,
and therefore will be able to participate in the anticipated growth
of the Bank on an equal basis to the lead investor."
USA Bank expects that the capital infusion from Westchester
Working Group and the offering will enable the Bank to grow on a
number fronts. As part of the plan, the Bank expects, with
regulatory approvals, to open additional branches in new markets as
well as introduce several new services to increase its customer
base in addition to servicing its loyal customers.
The Bank also anticipates enhancing its operations with
additional lines of business. USA Bank is currently in negotiations
with a large automotive group to service its automobile loans, and
is also completing all the requirements to become a lender and
originator to service FHA/VA (Federal Housing
Administration/Veterans Administration) loans. The Bank also
expects to introduce an SBA (Small Business Loan) program that will
target the deployment of $10 million during 2010, $15 million
during 2011 and $20 million in 2012 of Small Business Loans. The
availability of the new capital combined with the Bank's program to
return non-earning assets to earning assets will strengthen the
Bank.
As published in the FDIC Call Report for the period ended
December 31, 2009, USA Bank had $222.8 million of total assets,
$166.9 million of total loans, $192.3 of total deposits and $6.6
million in total equity. Non-performing loans were $63.3 million.
Final numbers for the period are subject to change with the
completion of the year-end audit.
Mr. DeCaro concluded, "Our management team continues its efforts
in working out the non-performing loans. With an improvement in the
economic environment, we are confident that we can substantially
reduce our non-performing assets in the coming months. The Bank
intends to continue to resolve all our delinquent, impaired and
nonaccrual loans, and we now have a number of people working on
collection as well as loan modifications. The additional capital
will provide us with the strength we need to aggressively continue
our collection and asset recovery efforts."
About USA Bank USA Bank
(www.usa-bank-online.com) provides personal, customized and
responsive service in the delivery of banking services to
businesses and individuals. It offers traditional commercial
banking deposit services to residents in Port Chester, Rye, and Rye
Brook, New York. USA Bank is organized under the laws of the State
of New York and is regulated by the FDIC and the New York State
Banking Department.
"Safe Harbor" Statement under Private
Securities Litigation Reform Act of 1995 Some of the
statements contained in this press release may include
forward-looking statements which reflect our current views with
respect to future events and financial performance. Statements
which include the words "expect," "intend," "plan," "believe,"
"project," "anticipate" and similar statements of future or
forward-looking nature identify forward-looking statements for
purposes of the federal securities laws or otherwise. All
forward-looking statements address matters that involve risks and
uncertainties. Accordingly, there are or will be important factors
that could cause actual results to differ materially from those
indicated in these statements or that could adversely affect the
holders of our common stock.
These factors include, but are not limited to, those outlined in
the Bank's Annual Report on Form 10-K for the year ended December
31, 2008, which was filed with the Federal Deposit Insurance
Corporation and is publicly available from the FDIC's Accounting
and Securities Disclosure Section, 550 17th Street, N.W.,
Washington, D.C. 20429 and on the Bank's website at
www.usa-bank-online.com.
USA Bank: Fred DeCaro III Chairman 914-417-3210
Investor Relations: Porter, LeVay & Rose, Inc. Michael
J. Porter President 212-564-4700
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