LANSING, Mich., and
PHOENIX, Feb. 1, 2011 /PRNewswire/ -- Capitol Bancorp
Limited (OTCQB: CBCR) announced today that it has completed its
offer to exchange shares of its common stock (the "Exchange Offer")
for any and all of its outstanding trust-preferred securities
issued by Capitol Trust I, Capitol Trust II, Capitol Statutory
Trust III, Capitol Trust 4 (a/k/a Trust IV), Capitol Trust VI,
Capitol Trust VII, Capitol Statutory Trust VIII, Capitol Trust IX,
Capitol Trust X, Capitol Trust XI and Capitol Trust XII. The
Exchange Offer expired at 11:59 p.m.,
Michigan time, on January 31, 2011, and Capitol accepted for
exchange all trust-preferred securities that were validly tendered
in the Exchange Offer.
Capitol's Chairman and CEO Joseph D.
Reid stated, "We are pleased with the results of the
exchange, which will create an additional $19.2 million of equity for Capitol and eliminate
approximately $2 million of annual
interest expense in the future, enabling us to continue executing
on dual critical operating objectives tied to building tangible
equity and harvesting cash resources. Completion of this
transaction is an important first step in the successful execution
of our comprehensive capital strategy."
As of the close of business on January
31, 2011, of the 2,530,000 outstanding trust-preferred
securities of Capitol Trust I, 1,180,602 (approximately 47 percent)
were tendered, and of the 1,454,100 outstanding trust-preferred
securities of Capitol Trust XII, 737,234 (approximately 51 percent)
had been tendered. No trust-preferred securities of Capitol
Trust II, Capitol Statutory Trust III, Capitol Trust 4 (a/k/a Trust
IV), Capitol Trust VI, Capitol Trust VII, Capitol Statutory Trust
VIII, Capitol Trust IX, Capitol Trust X or Capitol Trust XI were
tendered in the Exchange Offer.
Capitol also announced the results of the consent
solicitation relating to amendments to certain provisions
of the Indenture, dated as of December 18,
1997, as supplemented by the First Supplemental Indenture,
dated as of July 31, 2009, by and
between Capitol and The Bank of New York Mellon Trust Company,
N.A., as trustee, and to the Guarantee Agreement dated as of
December 17, 1997 by and between
Capitol and the trustee, as amended on July
31, 2009, of Capitol Trust I, and the separate consent
solicitation relating to amendments to certain provisions
of the Indenture, dated as of July 7,
2008, by and between Capitol and Wells Fargo Bank, N.A., as
trustee, and to the Guarantee Agreement dated as of July 7, 2008 by and between Capitol and Wells
Fargo, of Capitol Trust XII, upon the terms and subject to the
conditions set forth in the Consent Solicitation Statement for each
of the aforementioned trust-preferred securities. Those
consent solicitations expired at 5:00
p.m., Michigan time on
January 31, 2011. As of the
close of business on January 31,
2011, more than 50 percent of the outstanding shares (with
tabulations confirming more than 90 percent of the votes officially
recorded) of both the 2,530,000 outstanding trust-preferred
securities of Capitol Trust I, and the 1,454,100 outstanding
trust-preferred securities of Capitol Trust XII had consented for
the proposed amendment to the Indenture and the proposed amendment
to the Guarantee Agreement.
The Exchange Offer will result in the retirement of $11.8 million aggregate liquidation amount of the
trust-preferred securities of Capitol Trust I and the retirement of
approximately $7.4 million aggregate
liquidation amount of the trust-preferred securities of Capitol
Trust XII (approximately $19.2
million on a combined basis), and the resulting issuance of
approximately 19.2 million previously-unissued shares of Capitol's
common stock. Capitol intends to commence the process of
amending the documents governing Capitol Trust I and Capitol Trust
XII, and settling and issuing shares pursuant to the Exchange Offer
as soon as practicable.
Shares of common stock to be delivered upon settlement of the
Exchange Offer were offered and will be issued in reliance upon an
exemption from the registration requirements of the Securities Act
of 1933, as amended, provided by Section 3(a)(9).
About Capitol Bancorp Limited
Capitol Bancorp Limited is a national community banking
company with a network of separately chartered banks in 14 states.
Founded in 1988, Capitol has executive offices in Lansing, Michigan, and Phoenix, Arizona.
SOURCE Capitol Bancorp Limited