First Place Financial Corp.(fka FPFCQ)

[jaxstraw]

Jaxstraw First Place Bank stock is private and not Publicly Traded is what you Stated.

Correct.
It is easy to distinguish when comparing the First Day Motions and then the Asset Purchase Agreement.

From the Asset Purchase Agreement on Dec 20, 2012

http://www.otcmarkets.com/edgar/GetFilingHtml?FilingID=8979946

3.2 Capitalization of the Bank .

(a) Ownership . The authorized capital stock of the Bank consists of 33,000,000 shares of common stock, $1.00 par value (the “ Common Stock”), of which 560,198 shares of Common Stock are outstanding and 3,000,000 shares of preferred stock, $1.00 par value (the “ Preferred Stock”), of which no shares of Preferred Stock are outstanding. No other shares of capital stock of the Bank are issued or outstanding. All of the outstanding shares of Common Stock and Preferred Stock are directly and beneficially owned and held by the Company and have been duly authorized and validly issued, are fully paid and nonassessable with no personal liability attaching to the ownership thereof, have been issued in full compliance with all federal and state securities laws and other Legal Requirements, were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities, and are free and clear of all Encumbrances.

And from the DECLARATION OF DAVID GIFFORD (COO) IN SUPPORT OF FIRST DAY MOTIONS and from The FIRST DAY PETITIONS

http://www.scribd.com/doc/112071807/First-Place-Declaration
http://www.scribd.com/doc/112071735/First-Day-Petitions

{BAY:02146196v1} -
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665032
B. Capital Structure
10.

First Place’s primary creditors are three capital trusts affiliated with First Place: First Place Capital Trust, First Place Capital Trust II, and First Place Capital TrustIII (collectively, the “Capital Trusts”). The Capital Trusts collectively hold junior subordinated deferrable interest debentures (the “Debentures”) with a face amount of approximately sixty-two million dollars ($62,000,000). The Capital Trusts acquired the Debentures with proceeds from trust preferred securities issued by the Capital Trusts that were sold to the investing public through “private placement” offerings.11.

First Place also maintains outstanding common and preferred equity interests. First Place’s common shares were previously traded on the Nasdaq market until First Place’s delisting from the Nasdaq in November, 2011. Upon information and belief, First Place’s common shares continue to be traded in various “over the counter”markets. As of the Petition Date, First Place had approximately 18.1 million outstanding common shares.12.

First Place’s preferred shares were issued to the United States in March,2009 in connection with the Troubled Asset Relief Program (i.e. the TARP program).The First Place preferred shares are to pay a cumulative, 5% dividend for the first five (5)years of issuance and 9% per annum thereafter. In connection with its acquisition of the First Place preferred shares, the United States also received a warrant to purchase approximately 3.67 million First Place common shares at a strike price of $2.98/share.As of the Petition Date, there were approximately 72,900 outstanding First Place preferred shares

And from the Petition...

(D.) Number of shares of preferred stock: - 72,927 shares outstanding
(E.) Number of shares of common stock: - 18,115,867 shares outstanding

So.............

The Debtors list as Equity in First Place Financial Corp in the First Day Petitions

18,115,867 - outstanding common shares
72,927- outstanding preferred shares

But in the Asset Purchase Agreement approved by the Court they sell all the outstanding common shares of First Place Bank...

560,198- outstanding common shares
0 -Preferred Shares because "of which no shares of Preferred Stock are outstanding"

First Place Bank outstanding common stock was privately held and they had no Preferred shares outstanding.....that what was Talmer Corp purchased.

They did not take on any of the 72,900 Preferred Shares issued to TARP. Nor Did Talmer Corp take on any of the 18,115,867 outstanding common shares held by equity owners of First Place Financial Corp.

I keep telling everyone to read the APA...it spells it all out and was approved by the Court.