United Community Financial Corp. Announces Successful Completion of $39.9 Million Private Offering
March 22 2013 - 4:13PM
Business Wire
United Community Financial Corp. (United Community or the
Company) (Nasdaq: UCFC), holding company of The Home Savings and
Loan Company of Youngstown, Ohio (Home Savings), today reported the
successful completion of its previously disclosed $39.9 million
private offering. The offering, which was initially announced on
January 15, 2013, was comprised of approximately $18.1 million of
common shares and approximately $21.8 million of preferred shares.
In total, investors purchased 6,574,272 newly issued United
Community common shares at a purchase price of $2.75 per share and
7,942 Series A Preferred Shares at a purchase price of $2,750 per
share.
Patrick W. Bevack, President and CEO of United Community and
Home Savings, commented, “The successful completion of the private
offering is yet another major step forward for our Company. This
capital raise provides United Community and Home Savings with the
capital we need to grow our Company, raise our capital levels to
levels that are commensurate with our risk profile and execute on
our business plan.”
The private offering was the first part of a series of
transactions in which the Company intends to raise a total of $47.0
million. As previously announced, the Company has entered into
Subscription Agreements to issue approximately $2.1 million in
common shares to the Company’s directors, officers and affiliates,
and the Company also intends to commence a rights offering of
approximately $5.0 million to existing shareholders. Both offerings
will be at the same common share purchase price of $2.75 as paid by
the investors in the private offerings.
The Company intends to conduct a Special Meeting of
shareholders, at which time we will seek shareholder approval of
both the conversion of the convertible preferred shares into common
shares and the purchase of common shares by the directors, officers
and their affiliates. This meeting is separate and distinct from
the Company’s Annual Meeting, which will be scheduled at a later
date.
Shareholders of record as of March 21, 2013, are considered to
be rights holders, and will be eligible to participate in the
rights offering. The Company had previously announced on March 11,
2013 that under the terms of the rights offering, all record
holders of the Company’s common shares as of March 21, 2013 will
receive, at no charge, the right to acquire 0.055 United Community
common shares for each common share held as of the record date;
however, that ratio has been increased slightly from 0.055 shares
to 0.06 shares. Rights holders will also have the opportunity to
purchase shares in excess of their basic subscription rights,
subject to availability. Final terms will be announced and the
rights offering will commence as soon as practicable after the
review by the SEC of the registration statement relating to the
offering, which was filed with the SEC today. Rights holders will
receive instructions on how to participate in the mail in the same
way they receive all other shareholder materials.
A wholly-owned subsidiary of United Community Financial Corp.,
Home Savings operates 33 full-service banking offices and 8 loan
production offices located throughout Ohio and western
Pennsylvania. Additional information on United Community and Home
Savings may be found at www.ucfconline.com.
This press release does not constitute an offer to sell or a
solicitation of an offer to buy any securities, nor shall there be
any offer, solicitation or sale of the securities in any state or
jurisdiction in which such an offer, solicitation or sale would be
unlawful prior to registration or qualification of the securities
under the securities laws of any such state or jurisdiction. The
rights offering will be made only by means of a prospectus, copies
of which will be mailed to all record date shareholders. No offer
to buy the securities can be accepted and no part of the purchase
price can be received until the registration statement has become
effective, and any such offer may be withdrawn or revoked, without
obligation or commitment of any kind, at any time prior to notice
of its acceptance given after the effective date. You may also
request a copy of the prospectus by contacting the subscription
agent for the rights offering, Registrar and Transfer Company at 10
Commerce Drive, Cranford, New Jersey 07016 or by writing to the
Company at 275 West Federal Street, Youngstown, Ohio 44503-1203,
Attention: James R. Reske, Chief Financial Officer and
Treasurer.
When used in this press release, the words or phrases
“believes,” “will likely result,” “are expected to,” “will
continue,” “is anticipated,” “estimate,” “project”, “will have” or
similar expressions are intended to identify “forward-looking
statements” within the meaning of the Private Securities Litigation
Reform Act of 1995. Such statements are subject to certain risks
and uncertainties, including changes in economic conditions in the
Company’s market area, changes in policies by regulatory agencies,
fluctuations in interest rates, demand for loans in the Company’s
market area, and competition that could cause actual results to
differ materially from historical earnings and those presently
anticipated or projected. The Company cautions readers not to place
undue reliance on any such forward-looking statements, which speak
only as of the date made. The Company advises readers that the
factors listed above could affect the Company’s financial
performance and could cause the Company’s actual results for future
periods to differ materially from any opinions or statements
expressed with respect to future periods in any current
statements.
The Company does not undertake, and specifically disclaims any
obligation, to release publicly the result of any revisions that
may be made to 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.
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