UNITED STATES
SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to
Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest
event reported): September 22, 2010
Western Liberty
Bancorp
(Exact name of registrant as
specified in its charter)
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Delaware |
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001-33803 |
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26-0469120 |
(State or other Jurisdiction of Incorporation) |
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(Commission File Number) |
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(IRS Employer Identification No.) |
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1370 Avenue of the Americas,
28th Floor,
New York, New York
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10019 |
(Address of Principal Executive Offices) |
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(Zip Code) |
Registrant’s telephone number,
including area code: (212) 445-7800
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(Former name or former address if changed since last report.) |
Check the appropriate box below if the
Form 8-K filing is intended to simultaneously satisfy the filing obligation of
the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting material pursuant
to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule
14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule
13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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WESTERN LIBERTY BANCORP (WLBC) HAS FILED A PROSPECTUS WITH THE SECURITIES AND EXCHANGE COMMISSION
(SEC) IN CONNECTION WITH THE PROPOSED TRANSACTION WITH SERVICE1ST BANK OF NEVADA (THE
PROSPECTUS). STOCKHOLDERS OF WLBC AND OTHER INTERESTED PERSONS ARE ADVISED TO READ THE PROSPECTUS
BECAUSE IT CONTAINS IMPORTANT INFORMATION. STOCKHOLDERS ARE ABLE TO OBTAIN A COPY OF THE
PROSPECTUS, WITHOUT CHARGE, BY DIRECTING A REQUEST TO: WESTERN LIBERTY BANCORP, 1370 AVENUE OF THE
AMERICAS, 28TH FLOOR, NEW YORK, NEW YORK, 10019, ATTENTION: MR. ANDREW NELSON. FREE COPIES OF THESE
DOCUMENTS, ONCE AVAILABLE, CAN ALSO BE OBTAINED, WITHOUT CHARGE, AT THE SECS INTERNET SITE
(HTTP://WWW.SEC.GOV). IN ADDITION TO THE PROSPECTUS, WLBC FILES ANNUAL, QUARTERLY AND SPECIAL
REPORTS, PROXY STATEMENTS AND OTHER INFORMATION WITH THE SEC.
WLBCS PROPOSED ACQUISITION OF SERVICE1ST IS SUBJECT TO APPROVALS FROM THE FEDERAL
RESERVE BOARD, THE FDIC AND THE NEVADA DIVISION OF FINANCIAL INSTITUTIONS. AS A CORPORATION NOT
CURRENTLY SUBJECT TO BANK SUPERVISORY REGULATION, WLBCS APPLICATIONS TO BECOME A BANK HOLDING
COMPANY FOR A NEVADA-BASED COMMUNITY BANK ARE SUBJECT TO DIFFERENT STATUTORY APPROVAL PROCESSES
MAINTAINED BY SEVERAL FEDERAL AND STATE BANK REGULATORY AGENCIES WITH SUPERVISORY OVERSIGHT AND
JURISDICTION OF THE CONTEMPLATED TRANSACTION AND THE BANK THAT IS A PARTY TO THE CONTEMPLATED
TRANSACTIONS. APPROVAL TERMS GRANTED BY THESE FEDERAL AND STATE BANK REGULATORY AGENCIES MAY
INCLUDE TERMS AND CONDITIONS MORE ONEROUS THAN WLBC MANAGEMENT CONTEMPLATES, AND APPROVAL MAY NOT
BE GRANTED IN THE TIMEFRAMES DESIRED BY THE PARTIES TO THE CONTEMPLATED TRANSACTIONS. BANK
REGULATORY APPROVAL, IF GRANTED, MAY CONTAIN TERMS THAT RELATE TO DETERIORATING REAL ESTATE LENDING
AND INDUSTRY ABUSES BOTH NATIONALLY AND IN NEVADA; BANK REGULATORY SUPERVISORY REACTIONS TO THE
CURRENT ECONOMIC DIFFICULTIES MAY NOT BE SPECIFIC TO WLBC ITSELF.
This report and the exhibits hereto are not a proxy statement or solicitation of a proxy, consent
or authorization with respect to any securities or in respect of the proposed transaction with
Service1st and shall not constitute an offer to sell or a solicitation of an offer to
buy the securities of WLBC, Service1st or any of their affiliates, nor shall there be
any sale of any such securities in any state or jurisdiction in which such offer, solicitation, or
sale would be unlawful prior to registration or qualification under the securities laws of such
state or jurisdiction.
This report and the exhibits hereto include forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange
Act of 1934, as amended (the Exchange Act). Forward-looking statements include, but are not
limited to, statements regarding WLBCs expectations, hopes, beliefs, intentions or strategies
regarding the future. In addition, any statements that refer to projections, forecasts or other
characterizations of future events or circumstances, including any underlying assumptions, are
forward-looking statements. The words anticipates, believe, continue, could, estimate,
expect, intend, may, might, plan, possible, potential, predict, project,
should, would and similar expressions may identify forward-looking statements, but the absence
of these words does not mean that a statement is not forward-looking. The forward-looking
statements contained in this report are based on WLBCs current expectations and beliefs concerning
future developments and their potential effects on WLBC and speak only as of the date of such
statement. There can be no assurance that future developments affecting WLBC will be those that
WLBC has anticipated.
These forward-looking statements involve a number of risks, uncertainties (some of which are beyond
our control) or other assumptions that may cause actual results or performance to be materially
different from those expressed or implied by these forward-looking statements. These risks and
uncertainties include, but are not limited to, (i) the risk that, following the consummation of the
transaction between WLBC and Service1st (the Acquisition), the businesses of WLBC and
Service1st will not be integrated successfully or such integration may be more
difficult, time-consuming or costly than expected; (ii) expected revenue synergies and cost savings
from the Acquisition may not be fully realized or realized within the expected time frame; (iii)
revenues following the Acquisition may be lower than expected; (iv) deposit attrition, operating
costs, customer loss and business disruption following the Acquisition, including, without
limitation, difficulties in maintaining relationships with employees, may be greater than expected;
(v) the ability to obtain governmental and regulatory approvals of the Acquisition on its proposed
terms; (vi) the failure of Service1sts stockholders to approve the Acquisition; (vii)
local, regional, national and international economic conditions and the impact they may have on
Service1st upon consummation of the Acquisition and its customers and WLBCs assessment
of that impact; (viii) changes in interest rates, spreads on earning
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assets and interest-bearing liabilities, and interest rate sensitivity; (ix) prepayment speeds,
loan originations and credit losses; (x) sources of liquidity; (xi) WLBCs common shares
outstanding and common stock price volatility; (xii) fair value of and number of stock-based
compensation awards to be issued in future periods; (xiii) legislation affecting the financial
services industry as a whole, and/or the parties to the Acquisition individually or collectively;
(xiv) regulatory supervision and oversight, including required capital levels; (xv) increasing
price and product/service competition by competitors, including new entrants; (xvi) rapid
technological developments and changes; (xvii) following the consummation of the Acquisition,
Service1sts ability to continue to introduce competitive new products and services on a
timely, cost-effective basis; (xviii) following the consummation of the Acquisition,
Service1sts ability to contain costs and expenses; (xix) governmental and public policy
changes; (xx) protection and validity of intellectual property rights; (xxi) reliance on large
customers; (xxii) technological, implementation and cost/financial risks in large, multi-year
contracts; (xxiii) the outcome of pending and future litigation and governmental proceedings;
(xxiv) continued availability of financing; (xxv) financial resources in the amounts, at the times
and on the terms required to support Service1sts future businesses; and (xxvi) material
differences in the actual financial results of acquisitions and acquisition activities compared
with WLBCs expectations, including the full realization of anticipated cost savings and revenue
enhancements. Additional factors that could cause WLBCs results to differ materially from those
described in the forward-looking statements can be found under the heading Risk Factors filed in
the Prospectus and WLBCs Annual Report on Form 10-K for the year ended December 31, 2009. Should
one or more of these risks or uncertainties materialize, or should any of our assumptions prove
incorrect, actual results may vary in material respects from those projected in these
forward-looking statements. WLBC undertakes no obligation to publicly revise these forward-looking
statements whether as a result of new information, future events or otherwise, except as may be
required under applicable securities laws. For further discussion of certain factors that may cause
such forward-looking statements to differ materially from actual results, refer to the Prospectus,
WLBCs Form 10-K for fiscal year 2009 and WLBCs other public documents which are available on the
SECs internet site (http://www.sec.gov).
All subsequent written and oral forward-looking statements attributable to any of matters or
entities discussed in this report or any person acting on their behalf are expressly qualified in
their entirety by the cautionary statements above. Readers are cautioned not to place undue
reliance upon any forward-looking statements, which speak only as of the date made.
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Item 3.03. Material Modification to Rights of Security Holders
Background
Western Liberty Bancorp, a Delaware corporation (WLBC), entered into a Merger Agreement, dated as
of November 6, 2009 (the Merger Agreement), as amended by a First Amendment to the Merger
Agreement, dated as of June 21, 2010 (the Amendment and, together with the Merger Agreement, the
Amended Merger Agreement), each among WL-S1 Interim Bank, a Nevada corporation (Merger Sub),
Service1st Bank of Nevada, a Nevada-chartered non-member bank (Service1st)
and Curtis W. Anderson, as representative of the former stockholders of Service1st. The
Amended Merger Agreement provides for the merger (the Acquisition) of Merger Sub with and into
Service1st, with Service1st being the surviving entity and becoming WLBCs
wholly-owned subsidiary.
Warrant Restructuring
In order to assist WLBC in gaining the requisite approval of certain bank regulatory authorities in
connection with the Acquisition, on September 23, 2010, WLBC entered into a Letter Agreement (the
Warrant Restructuring Letter Agreement) with certain warrant holders who have represented to WLBC
that they collectively hold at least a majority of its outstanding warrants (the Consenting
Warrant Holders) confirming the basis and terms upon which the parties have agreed to amend the
Amended and Restated Warrant Agreement, dated as of July 20, 2009, as amended by the Amendment No.
1, dated as of October 9, 2009, each between WLBC and Continental Stock Transfer & Trust Company,
as warrant agent (the Warrant Agent) (as amended, the Warrant Agreement), previously filed with
the Securities and Exchange Commission (the SEC). The Warrant Restructuring Letter Agreement
serves as the consent and approval of each of the Consenting Warrant Holders to amend and restate
the Warrant Agreement.
Pursuant to the Warrant Restructuring Letter Agreement, the Warrant Agreement shall be amended
where applicable to provide for the automatic exercise of all of the outstanding warrants of WLBC
(the Warrants) into one thirty-second (1/32) of one share of WLBCs common stock, par value
$0.0001 (Common Stock), which shall occur concurrently with the consummation of the Acquisition
(the Automatic Exercise Date). Any Warrants that would entitle a holder of such Warrants to a
fractional share of Common Stock after taking into account the automatic exercise of the remainder
of such holders Warrants into full shares of Common Stock shall be cancelled on the Automatic
Exercise Date. As of September 23, 2010, there were 48,067,758 Warrants outstanding, each
exercisable for one share of Common Stock, which will automatically be converted into approximately
1,502,117 shares of Common Stock on the Automatic Exercise Date. As a result of the foregoing,
there will be no Warrants outstanding after the Automatic Exercise Date. WLBC shall also pay a
consent fee to the holders of Warrants in an amount equal to $0.06 per Warrant on the Automatic
Exercise Date, regardless of whether such holders were party to the Warrant Restructuring Letter
Agreement.
WLBC has agreed to file a registration statement with the Securities and Exchange Commission (the
SEC) for the registration under the Securities Exchange Act of 1933, as amended, of the shares of
Common Stock issuable upon exercise of the Warrants. If such registration statement is not filed
within 30 days of the Automatic Exercise Date, WLBC shall make a payment to each holder of Common
Shares issued upon exercise of the Warrants in an amount equal to $0.12 per share of Common Stock
issuable upon exercise of the Warrants held by such holder. WLBC further agreed to make an
additional payment in an amount equal to $0.18 per share of Common Stock issuable upon exercise of
the Warrants held by such holder if the registration statement has not been declared effective by
the SEC within 180 days of the Automatic Exercise Date.
Each Consenting Warrant holder has represented to WLBC that it is the owner of its respective
warrants and has the right to vote and direct the voting of such Warrants and give consent and
direction with respect thereto to the Warrant Agent to enter into a Second Amended and Restated
Warrant Agreement between WLBC and the Warrant Agent (the Second Amended and Restated Warrant
Agreement), which WLBC expects to execute as soon as practicable. The Second Amended and Restated
Warrant Agreement shall be effective upon execution by WLBC and the Warrant Agent, but the
amendments to the Warrant Agreement will be subject to (i) receipt by the Warrant Agent and WLBC of
(x) the consent of the registered holder of each Consenting Warrant Holders public Warrants to the
amendments to the Warrant Agreement and (y) certification to the Warrant Agent and WLBC from such
registered holder(s) as to the positions held by each of the Consenting Warrant Holders, (ii)
receipt by WLBC and Service1st of final regulatory approval of the Acquisition, which
must occur no later than October 12, 2010, and (iii) the consummation of the Acquisition, which
must occur no later than November 12, 2010 (the Expiration Date), unless such date is extended by
the mutual agreement of WLBC and Service1st, in which case the Expiration Date shall be correspondingly extended. None of the terms of the Second Amended and
Restated Warrant Agreement will supersede, amend or replace in any manner whatsoever any term of
the Warrant Agreement until such time as these conditions are met. WLBC intends to file with the
SEC the Second Amended and Restated Warrant Agreement as soon as practicable.
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The foregoing summaries of the Warrant Restructuring Letter Agreement and the transactions
contemplated thereby does not purport to be complete and is subject to, and is qualified in its
entirety by, the Warrant Restructuring Letter Agreement, which is Exhibit 4.1 hereto. The Warrant
Restructuring Letter Agreement is incorporated by reference into this Current Report on Form 8-K.
Item 8.01
Other Events
On September 22, 2010, Service1sts shareholders voted to approve the Acquisition. The
Acquisition remains subject to the aforementioned bank regulatory approvals. Although regulatory
approval is contemplated within the time frame described above, no assurances can be given that
regulatory approval will be received within this time frame or that regulatory approval will be
received at all. WLBC and Service1st have agreed to continue to use commercially
reasonable efforts to obtain all regulatory approvals by September 30, 2010, without taking into
account applicable regulatory waiting periods.
On September 23, 2010, WLBC issued a press release in connection with the foregoing, a copy of
which is attached as Exhibit 99.1 to this report.
The information furnished in Item 7.01 of this Current Report on Form 8-K shall not be deemed to be
filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise
subject to the liabilities of that section, nor shall such information be deemed incorporated by
reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly
set forth by specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits:
4.1 |
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Letter Agreement, dated as of September 23, 2010, among Western Liberty Bancorp and the
signatories thereto |
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99.1 |
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Press Release of Western Liberty Bancorp, dated as of September 23, 2010 |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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WESTERN LIBERTY BANCORP
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Date: September 23, 2010 |
By: |
/s/ Jason N. Ader
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Name: |
Jason N. Ader |
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Title: |
Chief Executive Officer |
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EXHIBIT INDEX
Exhibit
4.1 |
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Letter Agreement, dated as of September 23, 2010, among Western Liberty Bancorp
and the signatories thereto |
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99.1 |
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Press Release of Western Liberty Bancorp, dated as of September 23, 2010 |
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