OptimumBank Holdings, Inc. (NASDAQ:OPHC) (www.OptimumBank.com) (the
“Company”), the parent company of OptimumBank, today announced that
it has commenced a private offer to exchange (the “Exchange Offer”)
its outstanding Trust Preferred Securities, upon the terms and
subject to the conditions set forth in the confidential offering
memorandum dated November 27, 2019 and related letter of
transmittal (together, the “Offering Documents”).
THE EXCHANGE OFFER WILL EXPIRE IMMEDIATELY AFTER
11:59 P.M., EASTERN TIME, ON DECEMBER 26, 2019, UNLESS EXTENDED
(SUCH TIME AND DATE, AS IT MAY BE EXTENDED, THE “EXPIRATION
DATE”).
Under the Exchange Offer, the Company will issue
shares of its common stock, par value $0.01 per share (the “Common
Stock”), for Trust Preferred Securities. The number of shares of
Common Stock that will be exchanged for each Trust Preferred
Security will be determined by dividing (i) the outstanding balance
of each Trust Preferred Security as of the Expiration Date by (ii)
the applicable price of the Common Stock as of the Expiration Date
(the “Exchange Offer Price”). The Exchange Offer Price will be
equal to the lesser of (i) $3.15 per share or (ii) the closing
market price of the Common Stock on the Expiration Date. As of
November 25, 2019, the closing market price of the Common Stock was
$2.95 per share, which would have resulted in an Exchange Offer
Price of $2.95 per share.
The maximum aggregate number of shares of Common
Stock that will be issued by the Company in the Exchange Offer will
not exceed 1,000,000 shares. Additionally, the maximum aggregate
value of the Trust Preferred Securities that may be exchanged will
not exceed $3,150,000 (calculated on the basis of the outstanding
balance of such Trust Preferred Securities as of the Expiration
Date). In the event that the number of Trust Preferred Securities
that are validly tendered exceeds these limits, then the number of
Trust Preferred Securities that may be accepted for exchange from
each holder of the Trust Preferred Securities (the “Holders”) will
be reduced on a pro rata basis.
The Company will issue shares of Common Stock to
the Holders of the Trust Preferred Securities who properly tender
and do not validly withdraw their Trust Preferred Securities
promptly after the Expiration Date. Holders who tender and do not
withdraw their Trust Preferred Securities in the Exchange Offer
will not be entitled to any interest on such Trust Preferred
Securities.
The shares of our Common Stock are not
deposits or savings accounts, are not insured by the Federal
Deposit Insurance Corporation or any other governmental agency, and
are not obligations of, or guaranteed by, a bank.
The Exchange Offer will expire at 5:00 p.m.,
Eastern time, on December 26, 2019, unless extended (as it may be
extended, the “Expiration Date”). Tenders of Trust Preferred
Securities in the Exchange Offer may be validly withdrawn at any
time prior to 5:00 p.m., Eastern time, on December 26, 2019, unless
extended (as it may be extended, the “Withdrawal Deadline”), but
will thereafter be irrevocable, even if the Company otherwise
extends the Exchange Offer beyond the Expiration Date, except in
certain limited circumstances where additional withdrawal rights
are required by law.
The Exchange Offer is conditioned on the
satisfaction or waiver of certain conditions as described in the
Offering Documents.
The Exchange Offer is intended to be exempt from
the registration requirements of the Securities Act of 1933, as
amended (the “Securities Act”), with respect to the exchange of the
Trust Preferred Securities pursuant to the exemption from such
registration contained in Section 4(a)(2) of the Securities Act.
The Exchange Offer is only being made, and copies of the Offering
Documents will only be made available, to beneficial holders of the
Trust Preferred Securities who are “accredited investors” as
defined in SEC Rule 501 under Regulation D.
Eligible holders are urged to carefully read the
Offering Documents before making any decision with respect to the
Exchange Offer. None of the Company, the trustee with respect to
the Trust Preferred Securities, or any affiliate of any of them
makes any recommendation as to whether eligible holders of the
Trust Preferred Securities should exchange their Trust Preferred
Securities for Common Stock in the Exchange Offer, and no one has
been authorized by any of them to make such a recommendation.
Eligible holders must make their own decision as to whether to
tender Trust Preferred Securities and, if so, the principal amount
of Trust Preferred Securities to tender.
The Common Stock and the Exchange Offer have not
been and will not be registered with the U.S. Securities and
Exchange Commission (the “SEC”) under the Securities Act, or any
state or foreign securities laws. The Common Stock may not be
offered or sold in the United States or to or for the account or
benefit of any person except pursuant to an exemption from, or in a
transaction not subject to, the registration requirements of the
Securities Act. The Exchange Offer is not being made to holders of
Trust Preferred Securities in any jurisdiction in which the making
or acceptance thereof would not be in compliance with the
securities, blue sky or other laws of such jurisdiction. This press
release is for informational purposes only and is not an offer to
purchase or a solicitation of an offer to purchase any securities,
nor shall there be any sale of any securities in any jurisdiction
in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any
such jurisdiction.
About OptimumBank Holdings, Inc.
OptimumBank Holdings, Inc. was founded in 2000
and is based in Fort Lauderdale, Florida and operates through three
banking offices located in Broward County, Florida. OptimumBank
Holdings, Inc. operates as the bank holding company for OptimumBank
(the “Bank”) which provides a wide range of consumer and commercial
banking services to individuals and businesses. The Bank accepts
demand interest-bearing and noninterest-bearing, savings, money
market, NOW, and time deposit accounts, as well as certificates of
deposit The Bank offers residential and commercial real estate,
commercial, and consumer loans, as well as lending lines for
working capital needs. It also provides debit and ATM cards;
investment, cash management, and notary and night depository
services; and direct deposits, money orders, cashier's checks,
domestic collections, drive-in tellers, and banking by mail, as
well as Internet banking services.
Safe Harbor Statement
This press release contains forward-looking
statements that can be identified by terminology such as
"believes," "expects," "potential," "plans," "suggests," "may,"
"should," "could," "intends," or similar expressions. Many
forward-looking statements involve known and unknown risks,
uncertainties and other factors that may cause actual results to be
materially different from any future results or implied by such
statements. These factors include, but are not limited to, our
limited operating history, managing our expected growth, risks
associated with integration of acquired websites, possible
inadvertent infringement of third party intellectual property
rights, our ability to effectively compete, our acquisition
strategy, and a limited public market for our common stock, among
other risks. OptimumBank Holdings, Inc.'s future results may also
be impacted by other risk factors listed from time-to-time in its
SEC filings. Many factors are difficult to predict accurately and
are generally beyond the company's control. Forward looking
statements speak only as to the date they are made and OptimumBank
Holdings, Inc. does not undertake to update forward-looking
statements to reflect circumstances or events that occur after the
date the forward-looking statements are made.
Investor Relations:
OptimumBank Holdings. Inc.
investor@optimumbank.com
+1.954.900.2850
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