Pacific & Western Credit Corp. has announced:
that it completed another private placement closing of 250,000 of its Class “B” Preferred Shares on January 25, 2010. Net proceeds from this closing are $5.9 million, and net aggregate proceeds from this closing together with the December 30, 2009 private placement closing are $10.7 million. Proceeds will be used for working capital purposes in PWC and to provide additional regulatory capital to PWC’s wholly-owned subsidiary, Pacific & Western Bank of Canada (the Bank), to provide for the Bank’s growth.
Pacific & Western Credit Corp.’s Class “B” Preferred Shares trade on the TSX under the symbol PWC.PR.B.
This follows the December 31 announcement:
that it completed the closing of a private placement of 204,500 Class “B” Preferred Shares on December 30, 2009. Net proceeds from this closing are $4.8 million, and will be used for working capital purposes in Pacific & Western Credit Corp.
Pacific & Western Credit Corp.’s Class “B” Preferred Shares trade on the TSX under the symbol PWC.PR.B.
This issue will be a nightmare at some time in the future, because there was no prospectus – it was created via conversion of the Class ‘A’ Preferred Shares:
The holders of Class “B” Preferred Shares are entitled to receive, and the Corporation shall pay thereon, as and when declared by the board of directors of the Corporation, fixed subordinated cumulative dividends at the rate of $2.25 per share per annum. Such dividends will be paid quarterly on the last day of March, June, September and December in each year. Out of the total dividend of $2.25 per annum, per Class “B” Preferred Share, $0.84 will be paid by the Corporation in cash with the remaining dividends to be paid by the Corporation in cash or common shares of the Corporation, at the Corporation’s sole discretion. Any such common shares would be issued at the current market price, as defined below.
The Class “B” Preferred Shares will be non-voting and will be subordinate to the Shares with respect to the payment of dividends and the distribution of assets on dissolution, liquidation or winding-up. The Class “B” Preferred Shares will have preferential rights over the common shares with respect to the payment of dividends and the distribution of assets on dissolution, liquidation or winding-up. The Class “B” Preferred Shares will be convertible, at any time, into common shares of the Corporation on the basis of five (5) common shares for each Class “B” Preferred Share. Upon conversion, all accrued and unpaid dividends, calculated to but excluding the date fixed for conversion, shall be payable by the Corporation in cash/common shares, in the manner described above with respect to dividends.
The Class “B” Preferred Shares will be redeemable by the Corporation, at its discretion, on or after June 30, 2014, but will be redeemed by the Corporation by no later than June 30, 2019, in each case for $25.00 per Class “B” Preferred Share (the “Redemption Price”). Any Redemption Price would be paid by the Corporation in cash, and any accrued but unpaid dividends on the Class “B” Preferred Shares that are redeemed shall be payable by the Corporation in cash/common shares, in the manner described above with respect to dividends.
When calculating the “current market price” for any common shares issuable as dividends on the Class “B” Preferred Shares, the current market price will be the volume weighted average trading price of the common shares, calculated by dividing the total value by the total volume of common shares traded for the five trading days immediately preceding the seven trading days prior to a designated record, conversion or redemption date, as applicable.
The original tranche was created via several conversions:
approximately $33.2 million of new Class “B” Preferred Shares of PWC will be issued today as a result of conversions of approximately 828,000 Class “A” Preferred Shares, $3.3 million of Series A Notes and $27.4 million of Series C Notes. In addition, approximately $6.8 million of Series C Notes of PWC will be issued today as a result of the conversion of approximately $5.6 million of Series A Notes.
PWC.PR.B is not tracked by HIMIPref™.
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