OptimumBank Holdings, Inc. Announces Completion of Exchange Offer for Trust Preferred Securities
January 08 2020 - 9:45AM
OptimumBank Holdings, Inc. (NASDAQ:OPHC) (www.OptimumBank.com) (the
“Company”), the parent company of OptimumBank, today announced that
it has completed the private offer to exchange (the “Exchange
Offer”) a portion of its outstanding Trust Preferred Securities.
The Exchange Offer was made pursuant to the Company’s confidential
offering memorandum dated November 27, 2019.
The Exchange Offer expired on December 26, 2019
(the “Expiration Date”).
Pursuant to the Exchange Offer, on December 31,
2019, the Company issued 924,395 shares of its common stock, par
value $0.01 per share (the “Common Stock”), for 1,881 Trust
Preferred Securities, which had an outstanding balance of
$2,643,769 as of the Expiration Date. The number of shares of
Common Stock that were exchanged for each Trust Preferred Security
was 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 was equal to
$2.86 per share, which represented the closing market price of the
Common Stock on the Expiration Date.
The Company intends to cancel the Trust
Preferred Securities acquired in the Exchange Offer. Following the
Exchange Offer, there were 2,425 outstanding Trust Preferred
Securities that had not been acquired by the Company. These 2,425
Trust Preferred Securities had an outstanding balance of
approximately of $3,408,000 at December 31, 2019.
The shares of the Company’s 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 shares of Common Stock issued in the
Exchange Offer were issued in reliance on the exemption from
registration contained in Section 4(a)(2) of the Securities Act of
1933, as amended. The shares of Common Stock may not be offered or
resold 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.
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:
Investor RelationsOptimumBank Holdings.
Inc.investor@optimumbank.com+1.954.900.2805
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