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PrivateBancorp, Inc. Announces Pricing of Underwritten Public Offering of Common Stock
Wednesday, October 28, 2009 9:30 AM


Gross Proceeds of $175,000,000 with Additional GTCR Golder Rauner Investment

CHICAGO, Oct. 28 /PRNewswire-FirstCall/ -- PrivateBancorp, Inc. (Nasdaq: PVTB) today announced that it priced its underwritten public offering of common stock at a public offering price of $8.50 per share, for gross offering proceeds of approximately $164.3 million. Of that amount, approximately $35.3 million is being purchased by certain funds managed by GTCR Golder Rauner II, L.L.C.

In addition, GTCR and the Company have agreed that, pursuant to the Preemptive and Registration Rights Agreement to which they are party, GTCR is entitled to, and will, purchase approximately $10.7 million of non-voting common stock of the Company through an exercise of preemptive rights (based on the aggregate public offering amount less the amount being purchased by GTCR in the public offering and assuming no exercise by the underwriters of their option to purchase additional shares). The purchase price of the non-voting common stock, which converts into the Company's common stock on a one-for-one basis, will be $8.075 per share, which equals the public offering price less the underwriting discount per share. The public offering and the sale of the non-voting common stock are expected to close on November 2, 2009.

The Company also granted the underwriters a 30-day over-allotment option to purchase an additional 2.9 million shares of common stock. The shares in the offering are being issued pursuant to a prospectus supplement to the prospectus filed as a part of the Company's effective shelf-registration statement on Form S-3 (File No. 333-150767). The net proceeds from the offering, as well as from the sale of non-voting common stock, will qualify as tangible common equity and Tier 1 capital and will be used to further capitalize the Company's banks in order to support continued growth and for working capital and other general corporate purposes, including possible FDIC-assisted acquisition transactions subject to satisfying eligibility requirements to participate in such transactions. In addition, upon completion of the offering, the Company will be eligible to request that the U.S. Department of the Treasury reduce the number of shares of common stock issuable upon exercise of the warrant held by the U.S. Treasury by 50 percent to 645,013 shares.

J.P. Morgan Securities Inc. is the sole book-running manager for the offering. SunTrust Robinson Humphrey, Inc. is lead manager. Robert W. Baird & Co. Incorporated, William Blair & Company, L.L.C., and Keefe, Bruyette & Woods, Inc.




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