Central Pacific Financial Corp. has received federal and state regulatory approvals to close a $325 million sale of common stock to two private-equity firms and other private investors that will pump needed capital into the money-losing bank.
The closing of the "private placement," which will be funded today, also puts into motion a $20 million stock rights offering in which eligible shareholders will be able to purchase a set number of shares at $10 apiece. With 1.527 million shares outstanding, that means shareholders will be able to buy at least 1.3 shares at $10 each for every share that they own — a discount of nearly 66 percent at yesterday’s closing price. The private-equity firms and other private investors involved in the $325 private placement also will be able to buy the shares at $10 each.
Central Pacific’s stock closed yesterday down $1.32, or 4.4 percent, at $29.02.
"I think (closing the deal) will mean Central Pacific will be able to focus more on continuing to work on its credit issues," said Sterne Agee analyst Brett Rabatin. "Obviously, they’ll be able to show regulators that they have capital and hopefully get out from underneath their regulatory orders."
The private placement was approved by the Federal Reserve Board, the Federal Deposit Insurance Corp. and the Hawaii Division of Financial Institutions. The two lead investors, The Carlyle Group and an affiliate of Anchorage Capital Group LLC, each agreed to invest about $94.6 million each. Other institutional investors and some directors and officers of the company agreed to invest the remaining approximate $135.8 million.
Central Pacific has been under a consent order since December 2009 by federal and state regulators to improve its capital ratios. The bank hired turnaround specialist John Dean in March as executive chairman.
As part of the private-placement agreement, the bank restructured a deal with the U.S. Treasury to exchange $135 million in preferred shares for approximately 5.62 million shares of common stock priced at $10 a share. Based on yesterday’s closing price, those shares would be worth about $163.1 million.
The $10 share price reflects a 1-for-20 reverse stock split that took effect after the market closed on Feb. 2.
Central Pacific said even though the record date for shareholders to participate in the rights offering was yesterday — meaning the stock would have had to be purchased by Tuesday to allow the trade three days to settle — the New York Stock Exchange allows shares to trade prior to the date that a rights offering takes effect. Central Pacific said it would announce that date as soon as it is set by the NYSE. The rights are also transferable and sellable to other buyers.
The bank said it expects to file a registration statement related to the rights offering with the Securities and Exchange Commission next week.
Central Pacific, the fourth-largest bank in the state in terms of assets, posted its seventh straight losing quarter in the October-December period when it finished $2.1 million in the red, but it was the bank’s best financial result since the first quarter of 2009 when it had a profit of $2.6 million. It has been focusing on preserving cash, shedding riskier loans and closing its California loan operations.
For all of 2010, the bank narrowed its loss to $251 million from $313.7 million.