1st Mariner Bancorp Completes Sale of Mariner Finance; Company Receives Deficiency Notices from NASDAQ
16 December 2009 - 2:00AM
PR Newswire (US)
Proceeds from Mariner Finance sale to Increase Capital Ratios of
1st Mariner Bank Subsidiary BALTIMORE, Dec. 15
/PRNewswire-FirstCall/ -- 1st Mariner Bancorp (NASDAQ: FMAR)
announced today that it has successfully completed the sale of its
consumer finance company subsidiary, Mariner Finance, LLC, for a
purchase price of approximately $10.7 million. The transaction was
originally announced on October 13, 2009. 1st Mariner Bancorp
received $8.9 million in cash at closing and a 5% ownership stake
in the new Mariner Finance entity. Under terms of the sale, $1.1
million was placed in an escrow account to be paid to 1st Mariner
no later than 18 months after the closing, after deducting any
indemnification claims. The proceeds of the sale will be used to
increase the capital reserves of 1st Mariner Bancorp's wholly owned
1st Mariner Bank. The bank consented to an FDIC order issued
September 18, 2009 to achieve and maintain a Tier 1 Leverage
Capital ratio of at least 7.5% and a Total Risk-Based Capital ratio
of at least 11% within the next nine months. Edwin F. Hale Sr.,
Chairman and CEO of 1st Mariner Bancorp, said, "The successful
close of the sale of Mariner Finance completes one significant
element of the Company's business strategy, and the Bank continues
to pursue plans to increase its capitalization through capital
raising efforts balance sheet management, and expense control."
Mariner Finance, LLC will continue to operate with no significant
changes to its management, staff, products or locations. Mariner
Finance, LLC will continue to operate under its current name, its
headquarters will remain in Baltimore, and its customers and
vendors should not be affected as a result of the sale. Janney
Montgomery Scott served as the financial advisor for 1st Mariner
Bancorp and Mariner Finance, LLC. NASDAQ Deficiency Notices
Additionally, the Company today announced that on December 10,
2009, it received two letters from The NASDAQ Stock Market
providing notice that it had not maintained the continued listing
standards for the minimum market value of publicly held shares
("MVPHS") of $5 million and a minimum bid price of $1.00. NASDAQ
notified the Company that for 30 consecutive business days, the
Company's common stock had not maintained a minimum MVPHS of $5
million as required for continued inclusion on The Nasdaq Global
Market by Listing Rule 5450(b)(1)(c). NASDAQ has provided the
Company 90 calendar days, or until March 10, 2010, to regain
compliance with this rule. This notification has no effect on the
listing of the Company's securities at this time. The Company can
achieve compliance with this rule if the MVPHS is at least $5
million for a minimum of 10 consecutive business days at any time
before March 10, 2010. If the Company does not regain compliance by
March 10, 2010, it may apply for a transfer of its securities to
the NASDAQ Capital Market, which has a MVPHS requirement of $1
million. As of the date of this release, the Company's MVPHS was
approximately $5.2 million. Additionally, NASDAQ notified the
Company that for 30 consecutive business days, the Company's common
stock had not maintained a minimum bid price of $1.00 per share as
required for continued inclusion on The Nasdaq Global Market by
Listing Rule 5450(a)(1). NASDAQ has provided the Company 180
calendar days, or until June 8, 2010, to regain compliance with
this rule. This notification has no effect on the listing of the
Company's securities at this time. The Company will be in
compliance with this rule if the bid price of the Company's common
stock closes at $1.00 or more for a minimum of 10 consecutive
business days at any time before June 8, 2010. If the Company does
not meet the minimum bid requirement by June 8, 2010 but would
otherwise meet all NASDAQ Capital Market initial inclusion
requirements except bid price, the Company could apply to be listed
on the NASDAQ Capital Market and the Company would have 180
additional days to regain compliance with the $1.00 minimum bid
price requirement, which the Company would regain if the bid price
of the Company's common stock closes at $1.00 per share or higher
for a minimum of 10 consecutive business days. If the Company is
unable to regain compliance with these continued listing standards
or transfer its securities to the NASDAQ Capital Market, the
Company's securities will be delisted. At that time, the Company
may appeal the delisting determination to a Listings Qualifications
Panel. This press release contains forward-looking statements as
defined by the Private Securities Litigation Reform Act of 1995.
Forward-looking statements do not represent historical facts, but
are statements about management's beliefs, plans and objectives
about the future, as well as its assumptions and judgments
concerning such beliefs, plans and objectives. These statements are
evidenced by terms such as "anticipate," "estimate," "should,"
"expect," "believe," "intend" and similar expressions. Although
these statements reflect management's good faith beliefs and
projections, they are not guarantees of future performance and they
may not prove true. These projections involve risk and
uncertainties that could cause actual results to differ materially
from those addressed in the forward-looking statements. For a
discussion of these risks and uncertainties, see the section of the
periodic reports that 1st Mariner Bancorp files with the Securities
and Exchange Commission entitled "Risk Factors." DATASOURCE: 1st
Mariner Bancorp CONTACT: Bill Atkinson of Weber Shandwick for 1st
Mariner Bancorp, +1-410-558-2100 Web Site:
http://www.1stmarinerbank.com/
Copyright