Fort Lauderdale, Florida, June 7, 2021 (GLOBE NEWSWIRE) – OptimumBank Holdings, Inc. (OPHC-NASDAQ) (www.OptimumBank.com) (the “Company”), the parent company of OptimumBank, today announced that it has launched a private exchange offer (the “Exchange Offer”) of its outstanding Trust Preferred Securities, on the terms and subject to the conditions set out in the confidential offering memorandum dated June 7, 2021 and accompanying cover letter (together, the “offering documents”).
EXCHANGE OFFER WILL EXPIRE IMMEDIATELY AFTER 11:59 PM EST ON JULY 8, 2021 EXCEPT EXTENDED (THIS TIME AND DATE, MAY BE EXTENDED, THE “EXPIRY DATE”).
Pursuant to the Exchange Offer, the Company will issue shares of its common shares, with a par value of $ 0.01 per share (the “Common Shares”), for the preferred securities of the Trust. The number of Common Shares that will be exchanged for each Trust Preferred Security will be determined by dividing (i) the outstanding balance of each Trust Preferred Security at the expiration date by (ii) the applicable price of the Common Shares on the expiration date. expiration (the “Exchange Offer Price”). The price of the Exchange Offer will be equal to the lesser of (i) $ 3.00 per Share or (ii) the closing market price of the Common Shares on the Expiration Date. As of June 4, 2021, the closing price of the common shares was $ 3.95 per share, which would have resulted in an exchange offer price of $ 3.00 per share.
The maximum total number of ordinary shares that will be issued by the Company under the exchange offer will not exceed 700,000 shares. In addition, the maximum aggregate value of the Trust Preferred Securities that may be exchanged will not exceed $ 2,100,000 (calculated based on the outstanding balance of such Trust Preferred Securities at the expiration date). If the number of validly deposited Trust Preferred Securities exceeds these limits, the number of Trust Preferred Securities that may be accepted for exchange by each holder of Trust Preferred Securities (the “Holders”) will be reduced on a pro rata basis.
The Company will issue Common Shares to holders of Trust Preferred Securities who properly deposit and fail to validly withdraw their Trust Preferred Securities promptly after the Expiration Date. Holders who deposit and do not withdraw their Trust Preferred Securities under the Exchange Offer will not be entitled to any interest on such Trust Preferred Securities.
The shares of our common stock are not deposits or savings accounts, are not insured by the Federal Deposit Insurance Corporation or any other government agency, and are not bonds or guarantees by any bank.
The Exchange Offer will expire at 5:00 PM Eastern Time on July 8, 2021, unless extended (as may be extended, the “Expiration Date”). Deposits of Trust Preferred Securities under the Exchange Offer may be validly withdrawn at any time before 5:00 p.m. Eastern Time on July 8, 2021, unless extended (as it may be extended, the “Withdrawal Deadline”), but thereafter irrevocable, even if the Company otherwise extends the exchange offer beyond the expiration date, except in certain limited circumstances where Additional rights of withdrawal are required by law.
The Exchange Offer is conditional on the satisfaction or waiver of certain conditions as described in the Offer Documents.
The Exchange Offer is intended to be exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), with respect to the exchange of preferred securities of the Trust in accordance with the exemption from such registration contained in section 4 (a) (2) of the Securities Act. The Exchange Offer is not made, and copies of the Offer Documents will be made available only to beneficial owners of the Trust Preferred Securities who are “Qualified Investors” as defined in Rule 501 of the Trust. the SEC under Regulation D.
Eligible holders are requested to read the Offer Documents carefully before making any decision regarding the Exchange Offer. No member of the Company, the Trust Preferred Securities Trustee or any affiliate of any of them shall make any recommendation as to whether eligible holders of the Trust Preferred Securities should exchange their assets. preferred securities of the Trust for common shares in the exchange offer, and no one has been authorized by any of them to make such a recommendation. Eligible Holders must make their own decision as to whether to deposit Trust Preferred Securities and, if applicable, the principal amount of Trust Preferred Securities to be deposited.
The Common Shares and the Exchange Offer have not been and will not be registered with the United States Securities and Exchange Commission (the “SEC”) under the Securities Act or any securities law. state or foreign. Common shares may not be offered or sold in the United States or to or for the account or for the benefit of any person, except under an exemption or in connection with a transaction not subject to the registration requirements of the Securities. Act. The exchange offer is not made to holders of preferred securities of the Trust in any jurisdiction where its completion or acceptance would not comply with securities laws, the blue sky or other laws of that jurisdiction. . This press release is for informational purposes only and does not constitute an offer to buy or the solicitation of an offer to buy securities, and there will be no sale of securities in any jurisdiction in which such an offer, solicitation or sale would be illegal prior to registration or qualification under the securities laws of such jurisdiction.
About OptimumBank Holdings, Inc.
OptimumBank Holdings, Inc. was founded in 2000 and is headquartered in Fort Lauderdale, Florida, and operates through three bank offices located in Broward County, Florida. OptimumBank Holdings, Inc. operates as a banking holding company for OptimumBank (the “Bank”) which provides a wide range of banking services to individuals and businesses. The Bank accepts demand deposit accounts, remunerated or not, savings, money market, NOW and term, as well as certificates of deposit. The Bank offers residential and commercial real estate loans, commercial and consumer loans, as well as loan lines for working capital requirements. It also provides debit and ATM cards; investment, cash management, notary and overnight depositary services; and direct deposits, money orders, cashier’s checks, domestic cash receipts, automated teller machines and postal banking, as well as Internet banking services.
Safe Harbor Declaration
This press release contains forward-looking statements which can be identified by words such as “believes”, “expects”, “possible”, “foresees”, “suggests”, “could”, “should”, “could “,” Could “,,” or similar expressions. Many forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause actual results to differ materially from all future or suggested results. by such statements.These factors include, without limitation, our limited operating history, management of our expected growth, risks associated with the integration of acquired websites, possible inadvertent infringement of property rights intellectual property rights, our ability to compete effectively, our acquisition strategy, and a limited public market for our common shares, among other risks. Bank Holdings, Inc. may also be affected by other risk factors listed from time to time in its filings with the SEC. Many factors are difficult to predict with precision and are generally beyond the control of the company. Forward-looking statements speak only as of the date on which they are made and OptimumBank Holdings, Inc. does not undertake to update any forward-looking statements to reflect circumstances or events that occur after the date on which the forward-looking statements are made. do.
OptimumBank Holdings. Inc.