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These risks and uncertainties include, but are not limited to: (1) competitive pressures in the banking industry; (2) changes in interest rate environment; (3) general economic conditions, nationally, regionally, and in operating markets; (4) changes in the regulatory environment; (5) changes in business conditions and inflation; (6) changes in securities markets; (7) future credit loss experience; (8) the ability to satisfy requirements related to the Sarbanes-Oxley Act and other regulation on internal control; (9) civil disturbances or terrorist threats or acts, or apprehension about the possible future occurrences of acts of this type; and (10) the involvement of the United States in war or other hostilities |
Bridge Capital Holdings Reaches Agreement On $30 Million Capital Raise On November 25, 2008, the Company announced that it had received preliminary approval from the The proceeds from both capital transactions will be used primarily to strengthen the Company’s balance sheet and for general corporate purposes. On a pro forma basis, following the completion of the two transactions, the Company’s total risk-based capital ratio and tier 1 capital ratio will be approximately 16.4% and 12.7%, respectively, well in excess of regulatory standards for “well-capitalized” institutions. “We have known Bridge Bank, its Board, and management since its founding in 2001 and are confident that the Company will weather the current challenging environment well,” said Edward J. Carpenter, Founder and Chief Executive Officer of the Carpenter Community BancFund, Carpenter Fund Manager, and the Carpenter Company, a long established commercial bank consulting firm. “This is a great opportunity for the Carpenter Community BancFund to work with a successful, well managed bank in a dynamic market. We look forward to working with management to build shareholder value as Bridge Bank continues to provide its unique brand of business banking to Silicon Valley business clients.” Under terms of the investment agreement with Carpenter Community BancFunds, the Company will request approval from its shareholders for conversion of preferred shares issued in the private placement. Assuming receipt of shareholder and regulatory approvals, the preferred shares will automatically convert to common stock eighteen months after closing, subject to meeting a Market Price Condition. If the Market Price Condition is not met, the preferred shares will automatically convert to common shares at the end of the first six month period thereafter at which the Market Price Condition is met. In addition, the Company can force conversion at any time after the first anniversary of the closing date, providing the Market Price Condition is met. The preferred shares shall accrue dividends at an annual coupon rate of 10%, which will be paid quarterly. Pursuant to the closing of the private placement, Bridge Capital Holdings has agreed to increase the size of its Board of Directors by nominating one representative on behalf of Carpenter Fund Manager as a director. Detailed information about the new director appointment will be forthcoming. Other details concerning the private placement may be found in the Company’s 8-K filing. The preferred stock will not be registered under the Securities Act of 1933 and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.
Forward Looking Statements Certain matters discussed in this press release constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, and are subject to the safe harbors created by that Act. Forward-looking statements can be identified by the fact that they do not relate strictly to historical or current facts. They often include the words “believe,” “expect,” “anticipate,” “intend,” “plan,” “estimate,” or words of similar meaning, or future or conditional verbs such as “will,” “would,” “should,” “could,” or “may.” Forward-looking statements describe future plans, strategies and expectations, such as, for example, the Company’s plans to divest itself of non-performing assets, to sell convertible preferred shares and expectations regarding capital ratios. Forward-looking statements are based on currently available information, expectations, assumptions, projections, and management’s judgment about the Company, the banking industry and general economic conditions. These forward-looking statements are not guarantees of future performance, nor should they be relied upon as representing management’s views as of any subsequent date. Future events are difficult to predict, and the expectations described above are necessarily subject to risk and uncertainty that may cause actual results to differ materially and adversely. Forward-looking statements involve significant risks and uncertainties and actual results may differ materially from those presented, either expressed or implied, in this press release. Factors that might cause such differences include, but are not limited to: the Company’s ability to reach definitive agreements regarding and to subsequently complete the sales of nonperforming assets and convertible preferred shares, the Company’s ability to successfully execute its business plans and achieve its objectives; changes in general economic, real estate and financial market conditions, either nationally or locally in areas in which the Company conducts its operations; changes in interest rates; new litigation or changes in existing litigation; future credit loss experience; increased competitive challenges and expanding product and pricing pressures among financial institutions; legislation or regulatory changes which adversely affect the Company’s operations or business; loss of key personnel; changes in accounting policies or procedures as may be required by the Financial Accounting Standards Board or other regulatory agencies; and the ability to satisfy requirements related to the Sarbanes-Oxley Act and other regulation on internal control. The reader should refer to the more complete discussion of such risks in Bridge Capital Holdings’ annual reports on Forms 10-K and quarterly reports on Forms 10-Q on file with the Securities and Exchange Commission. The Company undertakes no obligation to publicly revise these forward-looking statements to reflect subsequent events or circumstances.
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