Investors found for $8.67 million; remainder offered by B. Riley & Co.
By Angela McDaniels
Tacoma, Wash., Sept. 1 - BofI Holding, Inc. plans to sell $10 million of new 6% series B non-cumulative perpetual convertible preferred stock in a registered direct offering. B. Riley & Co., LLC is the agent.
Each preferred has a face value of $1,000 and is convertible into 61.92 shares of the company's common stock. This is equal to an initial conversion price of $16.15, which is a 9.9% premium over the company's $14.69 closing share price on Aug. 30.
The company can force the conversion of the preferreds if its closing share price exceeds $20.50 for 20 out of any 30 consecutive trading days, according to a 424B5 filing with the Securities and Exchange Commission.
The preferreds will be callable after three years. The redemption price is 108% of par in year three, 105% of par in year four and 103% of par from year five onward.
The company entered into subscription agreements with investors to sell 8,667 preferreds. An additional 1,333 preferreds were authorized by the company and are being offered by the agent.
The initial offering of 8,667 preferreds is expected to close on Sept. 7. The additional offering of 1,333 preferreds is subject to market conditions.
Proceeds will be used to support Bank of Internet USA's growth and for general working capital purposes, including to increase liquidity and provide additional regulatory capital to the bank.
San Diego-based BofI is the holding company for Bank of Internet USA, a savings bank that operates primarily through the internet.
| Issuer: | BofI Holding, Inc.
|
| Issue: | Series B non-cumulative perpetual convertible preferred stock
|
| Amount: | $10 million
|
| Preferreds: | 10,000
|
| Price: | $1,000
|
| Dividends: | 6%, payable quarterly
|
| Conversion price: | $16.15
|
| Conversion ratio: | 61.92
|
| Conversion premium: | 9.9%
|
| Call option: | At 108 in year three, 105 in year four and 103 from year five onward
|
| Mandatory conversion: | At company's option if closing share price exceeds $20.50 for 20 out of any 30 consecutive trading days
|
| Warrants: | No
|
| Agent: | B. Riley & Co., LLC
|
| Pricing date: | Aug. 31
|
| Settlement date: | Sept. 7 (for $8,667,000)
|
| Stock symbol: | Nasdaq: BOFI
|
| Stock price: | $14.18 at close Aug. 31
|
| Market capitalization: | $155.18 million
|
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