WL Ross & Co LLC Transaction History:
On September 22, 2010, WLR acquired 1,812,500 shares of newly issued shares of Common Stock of the Company at a purchase price of $4.00 per share with cash consideration of $7,250,000.
Pursuant to the terms of the Agreement and in addition to the 1,812,500 shares of Common Stock purchased on September 22, 2010, WLR acquired 42,626 shares of newly issued Mandatorily Convertible Cumulative Non-Voting Perpetual Preferred Stock, Series B, of the Company, par value $1.00 per share (“Series B Preferred Shares”), at a purchase price of $1,000 per share with cash consideration of $42,626,000. On November 4, 2010, all 88,009 shares of Mandatorily Convertible Cumulative Non-Voting Perpetual Preferred Stock, Series B, of the Company, par value $1.00 per share (the “Series B Preferred Shares”), converted into a total of 22,002,250 shares of voting Common Stock in accordance with the terms and conditions of the Certificate of Amendment with respect to the Series B Preferred Shares (the “Series B Certificate of Amendment”). Pursuant to the terms of the Series B Certificate of Amendment, the Series B Preferred Shares were mandatorily convertible into shares of Common Stock following shareholder approval of an amendment to the Company's Amended and Restated Certificate of Incorporation to increase the number of authorized shares of Common Stock to permit the issuance of all of the Common Stock into which the Series B Preferred Shares were convertible as well as approval of the issuance of the shares of Common Stock upon conversion of the Series B Preferred Shares as required by the rules and regulations of the Nasdaq stock market. Such shareholder approvals were obtained on November 1, 2010.
Effective November 4, 2010, each of the 42,626 Series B Preferred Shares held by WLR converted into 250 shares of Common Stock for a total of 10,656,500 shares of Common Stock. The number of shares of Common Stock issued upon conversion of a Series B Preferred Share was determined by dividing: (i) the $1,000 liquidation preference of a Series B Preferred Share by (ii) $4.00.
On March 22, 2011, the Company issued 28,750,000 shares of its Common Stock in a registered, underwritten public offering (the “Offering”), as to which WLR elected to exercise its gross-up rights under the terms of the Agreement. The 28,750,000 shares of Common Stock sold in the Offering included 3,750,000 shares of Common Stock sold to the underwriters in the Offering pursuant to their right to purchase additional shares of Common Stock in order to cover over-allotments (the “Over-Allotment Sale” and the shares sold in the Offering other than those sold in the Over-Allotment Sale, the “Initial Shares”). As more fully described in Item 4 below, on March 11, 2011, WLR indicated its intent to purchase a number of shares in the Offering such that, in the aggregate, WLR would maintain its pre-Offering ownership interest in the Company. WLR completed the purchase of shares in respect of its gross-up rights on the issuance of the Initial Shares on March 22, 2011 and acquired 6,186,114 shares of Common Stock (the “Purchased Shares”). The aggregate purchase price for the Purchased Shares was $17,630,424.90, or $2.85 per share, representing the public offering price of $3.00 less the underwriting discount of $0.15.
On April 11, 2011, WLR purchased 2,002,054 shares of Common Stock (the “April 11 Purchased Shares”) from the Company pursuant to a letter agreement between the Company and WLR, dated April 11, 2011 (the “Letter Agreement”). This acquisition included shares that WLR was entitled to buy in respect of its gross-up rights on the Over-Allotment Sale. The aggregate purchase price for the April 11 Purchased Shares was $5,705,853.90, or $2.85 per share, representing the public offering price of $3.00 less the underwriting discount of $0.15.
