The bank holding company North American Financial Holdings (NAFH) has agreed to invest approximately $175m in TIB Financial, the parent company of TIB Bank and Naples Capital Advisors, through the purchase of newly issued shares of TIB common stock and convertible preferred stock.
In addition, during the 18-month period following the closing of its initial investment in TIB, NAFH will have the right to invest up to an additional $175m.
Pursuant to the definitive agreement, TIB agreed to sell to NAFH, at the closing of the investment, 700 million shares of its common stock at a purchase price of $0.15 per share and 70,000 shares of newly created mandatorily convertible participating voting preferred stock at a purchase price of $1,000 per share. The preferred stock will have a liquidation preference of $1,000 per share and each share of preferred stock will be convertible into a number of shares of the company’s common stock equal to the liquidation preference divided by $0.15.
After giving effect to the NAFH investment, it is expected that NAFH would own approximately 99% of the company’s common stock (on an as-converted basis).
Upon closing of the investment, each of TIB and TIB Bank will add Eugene Taylor, chairman and CEO of NAFH, Christopher Marshall, Bruce Singletary and Kenneth Posner to its board of directors, along with other directors to be designated by NAFH.
Mr Taylor said: “We are very pleased to have reached agreement on our investment in TIB. The more we studied TIB, the more impressed we were with its management team, their commitment to their customers and excellent service that has long been a hallmark of the company. We intend to build on this platform by expanding the bank’s product line and also through our continued investment in Florida and the greater Southeast.”