PFF Bancorp Proposes Up to $460 Million Private Placement Offering of Units, Consisting of Convertible Senior Secured Notes and
June 05 2008 - 8:30AM
PR Newswire (US)
RANCHO CUCAMONGA, Calif., June 5 /PRNewswire-FirstCall/ -- PFF
Bancorp, Inc. (NYSE: PFB, the "Company"), the holding company for
PFF Bank & Trust (the "Bank"), Diversified Builder Services,
Inc. and Glencrest Investment Advisors, Inc., today announced that
it intends to commence a private placement offering of Units,
consisting of Convertible Senior Secured Notes due 2009 and shares
of common stock of the Company. The aggregate gross proceeds to the
Company from the offering are expected to be approximately up to
$460 million. The proceeds are intended to be used to strengthen
the Bank's capital levels and provide for the retirement of the
Company's secured commercial bank loan with a current outstanding
principal balance of $44.0 million and a maturity date of June 16,
2008. Under the terms of the proposed private placement, the
Company will be required to seek stockholder approval to amend the
Company's certificate of incorporation to increase the number of
shares of common stock the Company is authorized to issue. The
Company expects to hold a special meeting of stockholders for this
purpose and to distribute a proxy statement to the Company's
stockholders in connection therewith. The Company encourages
stockholders to read these materials carefully when they become
available before making any decision with respect to the amendment.
The issuance of the Units is generally subject to approval by the
Company's stockholders pursuant to the rules of the New York Stock
Exchange (the "NYSE"). However, the NYSE rules provide for an
exception in certain circumstances. In accordance with NYSE rules,
the Audit Committee of the Board of Directors has expressly
approved the Company's intended use of the exception. The Company
expects to mail a notice to stockholders explaining the reliance on
the exception for the issuance of the Units, and the common stock
issuable upon conversion of the Notes, on or about June 5, 2008. If
the private placement transaction is consummated, the closing of
the transaction and the issuance of the Units will occur no earlier
than the conclusion of the ten-day stockholder notice period
required by the NYSE, which is expected to occur on or about June
16, 2008. The Units, including the underlying Convertible Senior
Secured Notes due 2009 and the Company's common stock to be sold in
the proposed private placement offering, will not at the time of
issuance be registered under the Securities Act of 1933, as
amended, and may not be offered or sold in the United States absent
registration with the Securities and Exchange Commission or an
applicable exemption from the registration requirements. Certain
matters discussed in this news release may constitute
forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995. These forward-looking
statements may relate to, among other things, expectations of the
business environment in which the Company operates, projections of
future performance, perceived opportunities in the market and
statements regarding the Company's strategic objectives. These
forward-looking statements are based upon current management
expectations and may therefore involve risks and uncertainties. The
Company's actual results or performance may differ materially from
those suggested, expressed, or implied by forward-looking
statements due to a wide range of factors including, but not
limited to, the general business environment, the California real
estate market, competitive conditions in the business and
geographic areas in which the Company conducts its business,
regulatory actions or changes, actions by lenders and customers,
the possibility of a going concern explanatory paragraph in our
independent registered public accountants' opinion on the Company's
March 31, 2008 consolidated financial statements, the risk that a
recapitalization or other capital-raising transaction, including
the proposed private placement, is not successfully completed prior
to the maturity of the secured loan agreement, and other risks
detailed in the Company's reports filed with the Securities and
Exchange Commission, including the Annual Report on Form 10-K for
the fiscal year ended March 31, 2007. The Company disclaims any
obligation to subsequently revise or update any forward-looking
statements to reflect events or circumstances after the date of
such statements or to reflect the occurrence of anticipated or
unanticipated events. Contact: Kevin McCarthy, President and CEO or
Gregory C. Talbott, Senior Executive Vice President, COO/CFO, PFF
Bancorp, Inc. 9337 Milliken Avenue, Rancho Cucamonga, CA 91730
(909) 941-5400 DATASOURCE: PFF Bancorp, Inc. CONTACT: Kevin
McCarthy, President and CEO, or Gregory C. Talbott, Senior
Executive Vice President, COO-CFO, both of PFF Bancorp, Inc.,
+1-909-941-5400
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