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8-K - FORM 8-K - UNITED WESTERN BANCORP INC | p18277e8vk.htm |
EX-4.22 - EX-4.22 - UNITED WESTERN BANCORP INC | p18277exv4w22.htm |
EX-10.1 - EX-10.1 - UNITED WESTERN BANCORP INC | p18277exv10w1.htm |
Exhibit 99.1
For more information, please contact:
Guy A. Gibson, Chairman of the Board
(720) 956-6515
Guy A. Gibson, Chairman of the Board
(720) 956-6515
United Western Bancorp, Inc. Announces Agreement for Investment from
Lovell Minnick Partners, LLC, Oak Hill Capital Management, LLC and Henry C. (Ric) Duques
Lovell Minnick Partners, LLC, Oak Hill Capital Management, LLC and Henry C. (Ric) Duques
Agreements in Place for $103 Million of Equity Capital to Support Recapitalization Plan
DENVER October 29, 2010 United Western Bancorp, Inc. (Nasdaq: UWBK) (the Company or United
Western), the holding company of United Western Bank®, announced today that it has
entered into a definitive Investment Agreement (Investments) with affiliates of Lovell Minnick
Partners LLC (Lovell Minnick) and Oak Hill Capital Management, LLC (Oak Hill Capital) as well
as entities controlled by Henry C. (Ric) Duques (Ric Duques), the former Chairman and Chief
Executive Officer of First Data Corporation, for significant investments that will support United
Westerns recapitalization plan. The Investments were unanimously approved by the Companys Board
of Directors and are subject to regulatory and other conditions.
Under the terms of the Investments, Lovell Minnick and Oak Hill Capital will each purchase 117.5
million shares of United Western common stock at $0.40 per share, or $47.0 million each, and Ric
Duques will purchase 22.5 million shares for $9.0 million. Collectively, the $103.0 million total
investment is part of what is expected to be a $200 million private placement by the Company. In
addition, Lovell Minnick, Oak Hill Capital and Ric Duques will receive, in aggregate, 25.75 million
warrants to purchase shares of United Western common stock. The warrants are exercisable at $0.40
per share and are for a term of ten years. Upon the closing of the transactions, Lovell Minnick
and Oak Hill Capital will each hold an ownership interest in United Western of approximately 23.1%,
calculated after giving effect to the exercise of the warrants. Ric Duques will hold an ownership
interest in United Western of approximately 5.0%, calculated after giving effect to shares already
owned, shares to be received as consideration under the acquisition of Legent Clearing, LLC by
United Western and after giving effect to the exercise of the warrants.
Guy A. Gibson, the Companys Chairman of the Board, said, We are very pleased to announce the
Investments by Lovell Minnick, Oak Hill Capital and Ric Duques. The new capital will substantially
strengthen our capital ratios and provide United Western with a solid base to rebuild long-term
franchise and shareholder value.
Each of the Lovell Minnick, Oak Hill Capital and Ric Duques Investments are conditioned upon each
other and on other closing conditions, including, among others, United Western raising a total of
at least $200 million of capital (inclusive of the Investments), receipt of certain regulatory
approvals, the acquisition by United Western Bank of Legent Clearing, LLC, as previously announced
in June 2010, approval by the Office of Thrift Supervision, the approval of the Federal Deposit
Insurance Corporation and the Financial Industry Regulatory Authority as to the acquisition of
Legent Clearing, LLC, NASDAQ granting United Western approval to issue the securities described
above in reliance on the shareholder approval exemption set forth in NASDAQ Rule 5635(f), receipt
of third-party consents, no occurrence of a material adverse effect on the Company and no adverse
change in any banking or bank holding company law, rule or regulation.
As part of the Investments and subject to the closing of the transactions and the receipt of
required regulatory approvals, Lovell Minnick and Oak Hill Capital will each be able to appoint a
director and a non-voting observer to the Board of Directors of United Western. Guy A. Gibson will
continue to serve as Chairman of the Board.
The Company is filing a current report on Form 8-K with the Securities and Exchange Commission with
the publication of this news release. That current report includes copies of the definitive
Investment Agreement executed by the Company with each of Lovell Minnick, Oak Hill Capital and Ric
Duques.
About United Western Bancorp, Inc.
United Western Bancorp, Inc. is focused on developing its community-based banking network through
its subsidiary, United Western Bank®, by strategically positioning branches across
Colorados Front Range market. In addition to United Western Banks community-based banking
operations, we also offer cost effective deposits and deposit services on a national basis to a
variety of customers, including those involved in the processing services industries (e.g.,
securities settlement, mortgage banking, custodial), as well as escrow and paying agent and trust
account management services through our wholly owned subsidiary, United Western Trust Company. For
more information, please visit our web site at www.uwbancorp.com.
About Lovell Minnick Partners LLC
Lovell Minnick Partners LLC is a private equity firm providing buyout and growth capital to
companies in the financial services industry. From offices in the Los Angeles and Philadelphia
areas, Lovell Minnick manages private equity partnerships totaling $800 million on behalf of
qualified private and institutional investors. Portfolio companies of Lovell Minnick operate in
various areas of the global financial services industry, including asset management, financial
product distribution, outsourced administration services, securities brokerage, financial
consulting, and commercial and trust banks. For more information about Lovell Minnick, please
visit www.lovellminnick.com.
About Oak Hill Capital Management, LLC
Oak Hill Capital is a private equity firm with more than $8.2 billion of committed capital from
leading entrepreneurs, endowments, foundations, corporations, pension funds and global financial
institutions. Robert M. Bass is the lead investor. Over a period of more than 24 years, the
professionals at Oak Hill Capital and its predecessors have invested in more than 60 significant
private equity transactions. Oak Hill Capital is one of several Oak Hill partnerships, each of
which has a dedicated and independent management team. These Oak Hill partnerships comprise over
$30 billion of investment capital across multiple asset classes. For more information about Oak
Hill Capital, please visit www.oakhillcapital.com.
Cautionary Statement
The issuance of the securities in the transactions described in this release have not and will not
be registered under the Securities Act of 1933 (Securities Act), or any state securities laws,
and may not be offered or sold in the United States absent registration or an applicable exemption
from the registration requirements of the Securities Act and applicable state securities laws.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy the
securities, nor shall there be any sale of the securities, in any jurisdiction or state in which
such offer, solicitation or sale would be unlawful prior to registration or qualification under the
securities laws of any such jurisdiction or state.
Forward-Looking Statements
Certain statements contained in this press release may be deemed to be forward-looking under
federal securities laws, and United Western intends that such forward-looking statements be subject
to the safe harbor created thereby. Such forward-looking statements include, but are not limited
to, statements regarding the proposed private offering, the anticipated use of proceeds of the
offering, and the expectations regarding size, timing, or completion of the offering. United
Western cautions that these statements are qualified by important factors that could cause actual
results to differ materially from those reflected by the forward-looking statements contained
herein. Such factors include (a) changes in market conditions; (b) changes in the market for the
Companys products and services; (c) United Westerns ability to complete the transactions
announced today and other aspects of its recapitalization plan; and (d) other risks detailed in
United Westerns Annual Report on Form 10-K for the fiscal year ended December 31, 2009, Quarterly
Report on Form 10-Q for the fiscal quarter ended June 30, 2010, and subsequent filings with the
Securities and Exchange Commission.
United Western contact:
Guy A. Gibson
(720) 956-6515
ggibson@uwbank.com
(720) 956-6515
ggibson@uwbank.com
Lovell Minnick contact:
John Cochran
(310) 414-6160
jcochran@lovellminnick.com
(310) 414-6160
jcochran@lovellminnick.com
Oak Hill Capital contacts:
Lin-Hua Wu
(415) 684-9418
lin-wu@kekst.com
(415) 684-9418
lin-wu@kekst.com
or
Sofia Mata-Leclerc
(415) 684-9419
sofia-mata@kekst.com
(415) 684-9419
sofia-mata@kekst.com