Gateway Financial Holdings Inc - Current report filing (8-K)
07 10월 2008 - 5:02AM
Edgar (US Regulatory)
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 30, 2008
Gateway Financial Holdings, Inc.
(Exact name of registrant as specified in its charter)
|
|
|
|
|
North Carolina
|
|
000-33223
|
|
56-2264354
|
|
|
|
|
|
(State or other jurisdiction
of incorporation)
|
|
(Commission File Number)
|
|
(IRS Employer ID Number)
|
1580 Laskin Road, Virginia Beach, Virginia 23451
(Address of principal executive offices) (Zip Code)
Registrants telephone number, including area code
(757) 422-4055
Former name or former address, if changed since last report
N/A
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:
|
|
|
o
|
|
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))
|
Item 2.03. Creation of a Direct Financial Obligation
On September 30, 2008, the Registrant obtained loans in the aggregate amount of approximately
$31.0 million from Hampton Roads Bankshares, Inc. (Nasdaq: HMPR) (HRB) and its subsidiaries, the
Bank of Hampton Roads and Shore Bank (the Loans). The Loans are payable on demand and secured by
a first priority lien on all of the issued and outstanding shares of common stock of Gateway Bank,
the principal subsidiary of the Registrant. The proceeds from the Loans were used to terminate the
Registrants credit agreement with JPMorgan Chase Bank, N.A. (JPMorgan) dated May 30, 2008 (the
Credit Agreement). See Item 8.01 below for further details on the Credit Agreement. As was
previously announced on September 24, 2008, the Registrant entered into a definitive agreement with
HRB, whereby Registrant will be merged with HRB. Origination of the Loans and termination of the
Credit Agreement are terms of the definitive agreement with HRB. The merger transaction is subject
to shareholder and regulatory approval. The Registrant expects to consummate the merger in the
fourth quarter 2008.
Item 2.06. Material Impairments
On October 1, 2008, the Audit Committee of the Board of Directors of Gateway Financial
Holdings, Inc. (the Registrant) concluded that the Registrant must record as of September 30,
2008 an other-than-temporary impairment in the amount of $37.4 million on its investments in
perpetual preferred securities issued by the Federal National Mortgage Association (Fannie Mae)
and the Federal Home Loan Mortgage Corporation (Freddie Mac). This determination was made as a
result of the action taken by the United States Treasury Department and the Federal Housing Finance
Agency on September 7, 2008, which placed Fannie Mae and Freddie Mac into conservatorship. The
Registrants preferred investments in Fannie Mae and Freddie Mac are included in securities
available for sale at a cost of $20.2 million and $20.2 million, respectively. The Registrant does
not hold any common stock or any other equity securities issued by Fannie Mae or Freddie Mac. As
of the market close on September 30, 2008, the total market value of the Freddie Mac and Fannie Mae
preferred stock was $3.0 million. The other than temporary impairment with respect to the
Registrants investments in the Freddie Mac and Fannie Mae preferred stock will result in a
non-cash charge to earnings. As a result of favorable tax provisions included in the Emergency
Economic Stabilization Act of 2008 that converted any loss on the preferred investments from a
capital loss to an ordinary loss, the Registrant expects to realize a Federal tax benefit from the
loss of approximately $12.7 million. The Registrant further expects to receive favorable state tax
benefits. However, the amounts of the state tax benefits have not been determined at this time.
The bank expects to maintain its status as well-capitalized at September 30, 2008 after
recognition of the impairment.
Item 8.01. Other Events
On September 30, 2008, the Registrant terminated its credit agreement with JPMorgan dated May
30, 2008 in accordance with its terms. The Credit Agreement provided Registrant with: (a) a term
loan in the principal amount of Five Hundred Thousand Dollars ($500,000) (the Term Loan); (b) a
revolving line of credit in the maximum principal amount of Twenty Million Dollars ($20,000,000)
(the Senior Revolving Loan); and (c) a subordinated debt
facility in the aggregate principal amount of Twenty Million Dollars ($20,000,000) (the
Subordinated Debt). The aggregate amount of approximately $31.0 million paid to JPMorgan
represented the principal amount borrowed and outstanding under the Term Loan, Senior Revolving
Loan and Subordinated Debt, plus accrued and unpaid interest and other facility fees and expenses,
including a 0.50% prepayment penalty on the Subordinated Debt.
About the Company
The Registrant is the holding company for Gateway Bank & Trust Co., a regional community bank with
a total of thirty-seven full-service financial centers twenty-one in Virginia: Virginia Beach
(7), Richmond (6), Chesapeake (3), Emporia (2), Suffolk, Norfolk, and Charlottesville; and sixteen
in North Carolina: Chapel Hill, Elizabeth City (3), Edenton, Kitty Hawk (2), Raleigh (3), Moyock,
Nags Head, Plymouth, Roper, Wake Forest and Wilmington. The Bank provides insurance through its
Gateway Insurance Services, Inc. subsidiary, brokerage services through its Gateway Investment
Services, Inc. subsidiary, and mortgage banking services through its Gateway Bank Mortgage, Inc.
subsidiary. Visit the Banks web site at www.gatewaybankandtrust.com.
The Common Stock of the Registrant is traded on the Nasdaq Global Select Market under the symbol
GBTS.
Forward-Looking Statements
Statements contained in this release, which are not historical facts, are forward-looking
statements, as that term is defined in the Private Securities Litigation Reform Act of 1995.
Amounts herein could vary as a result of market and other factors. Such forward-looking statements
are subject to risks and uncertainties which could cause actual results to differ materially from
those currently anticipated due to a number of factors, which include, but are not limited to,
factors discussed in documents filed by the Company with the Securities and Exchange Commission
from time to time. Such forward-looking statements may be identified by the use of such words as
believe, expect, anticipate, should, planned, estimated, and potential. Examples of
forward-looking statements include, but are not limited to, estimates with respect to the tax
treatment of the loss on certain investments, the financial results, expected or anticipated
revenue, results of operations and business of the Company that are subject to various factors
which could cause actual results to differ materially from these estimates. These factors include,
but are not limited to, changes in legislation or regulation; general economic conditions; changes
in interest rates, deposit flows, loan demand, real estate values, and competition; changes in
accounting principles, policies, or guidelines; and other economic, competitive, governmental,
regulatory, and technological factors affecting the Companys operations, pricing, products, and
services. The Company undertakes no obligation to update or clarify forward-looking statements,
whether as a result of new information, future events, or otherwise.
SIGNATURE
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.
|
|
|
|
|
|
GATEWAY FINANCIAL HOLDINGS, INC.
|
|
Date: October 6, 2008
|
|
|
|
|
By:
|
/s/ Theodore L. Salter
|
|
|
|
Theodore L. Salter
|
|
|
|
Senior Executive Vice President and
Chief Financial Officer
|
|
|
Gateway Financial (NASDAQ:GBTS)
과거 데이터 주식 차트
부터 5월(5) 2024 으로 6월(6) 2024
Gateway Financial (NASDAQ:GBTS)
과거 데이터 주식 차트
부터 6월(6) 2023 으로 6월(6) 2024