SPOKANE, Wash., Dec. 11, 2013 (GLOBE NEWSWIRE) -- Northwest Bancorporation, Inc. (OTCQB:NBCT) (the "Company"), the parent company for Inland Northwest Bank (the "Bank" or "INB"), announced that on December 11, 2013 it closed a private placement offering resulting in the issuance of 1,000,000 shares of its common stock to accredited investors for an aggregate purchase price of $6.5 million in cash consideration, or $6.50 per share.
The Company also announced that it raised an additional $6.0 million of capital through the issuance of 7.5% fixed-rate, unsecured subordinated notes and warrants to purchase common stock to two accredited investors: Harlan D. Douglass, a current shareholder and member of the Company's board of directors, and Community BanCapital, LP ("CBC"), a private investment fund (collectively, the "Anchor Investors"). The Anchor Investors also participated in the Company's common stock offering.
Randall L. Fewel, President & CEO of both the Company and the Bank, said, "It is particularly gratifying that our common stock offering was oversubscribed. We had orders for nearly 1.3 million shares and had to cut back the orders of many investors."
Fewel went on to say that, "We believe the successful completion of these capital offerings is an important step for the Company, providing us additional capital resources to continue our growth and giving us the ability to repurchase our outstanding preferred stock before the dividend rate increases to 9% beginning in February 2014. We appreciate the support from our existing shareholders in these offerings and we are excited to have CBC as a new institutional shareholder."
"After successfully weathering the economic downturn that began in 2008," Mr. Fewel commented, "the Company is well positioned for continued growth and profitability. I am proud of our recent third quarter and year-to-date results and the fact we have now achieved seven consecutive quarters of profitability. Based on our continued decline in problem assets and a healthy increase in commercial loan activity, together with our strong branch network and established position as one of the leading community banks in the Inland Northwest, I believe that the Company has a bright future ahead of it. Significant disruption is occurring within the Company's market area from recently announced mergers, and I believe this creates an opportunity to attract both customers and talented banking personnel to support loan and deposit growth for the Bank."
The Company plans to use the aggregate net proceeds from the capital offerings, together with a yet to be determined amount of dividends from the Bank to the Company, to redeem its outstanding preferred stock that was issued in connection with the U.S. Department of Treasury's Capital Purchase Program and to pay the accrued dividends on the preferred stock, with any remaining proceeds to be used to support asset growth for the Bank and for general corporate purposes. As previously announced by the Company, the preferred stock was sold by Treasury to certain domestic qualified institutional buyers and accredited investors in March 2013. The proposed redemption of preferred stock remains subject to regulatory approval, which is expected but has not yet been received. Until all of the preferred stock has been redeemed, the Company will remain subject to the terms of the preferred stock that impose certain restrictions on the Company, including the Company's ability to declare dividends on the Company's common stock.
As of September 30, 2013, the Bank's tier-1 leverage and risk-based capital ratios were 11.3% and 13.9%, respectively. On a pro forma basis, after giving effect to the capital offerings and preferred stock redemption, the Bank's tier-1 leverage and risk-based capital ratios are expected to be 10.9% and 13.5%, respectively. These ratios continue to be significantly above the regulatory requirement to be considered well capitalized.
The stock purchase warrants received by the Anchor Investors enable them to purchase an aggregate of 200,000 shares of the Company's common stock at an exercise price of $7.25 per share. The warrants will not be exercisable for one year, except in the event of a change in control, and will expire nine years from issuance. The subordinated notes issued to the Anchor Investors are expected to qualify as Tier 2 capital and impose certain restrictions and obligations on the Company including, in the event of default on the notes, restrictions on the payment of dividends and distributions to shareholders, repurchase and redemption of the Company's securities and payment on certain debts or guarantees.
The Company's securities were offered and sold without registration and only to accredited investors pursuant to Rule 506(b) of Regulation D and Section 4(2) of the Securities Act of 1933, as amended. The Company conducted the capital offerings without the services of an underwriter. D.A. Davidson & Co. and McAdams Wright Ragen Incorporated served as the Company's financial advisors in connection with the offering and Witherspoon Kelley acted as legal counsel to the Company.
About Northwest Bancorporation, Inc.
Northwest Bancorporation, Inc. is the parent company of Inland Northwest Bank, a state-chartered community bank which operates seven branches in Spokane County, Washington, and four branches in Kootenai County, Idaho. INB specializes in meeting the financial needs of individuals and small to medium-sized businesses, including professional corporations, by providing a full line of commercial, retail, mortgage and private banking products and services. More information about INB can be found on its website at www.inb.com. The Company's stock is listed on the OTC Market Group's OTCQB marketplace at www.otcmarkets.com under the symbol NBCT.
Note Regarding Forward-Looking Statements
This release contains forward-looking statements that are not historical facts and that are intended to be "forward-looking statements" as that term is defined by the Private Securities Litigation Reform Act of 1995. These forward-looking statements may include, but are not limited to, statements about the Company's plans, objectives, expectations and intentions and other statements contained in this release that are not historical facts and pertain to the Company's future operating results. When used in this release, the words "expects," "anticipates," "intends," "plans," "believes," "seeks," "estimates" and similar expressions are generally intended to identify forward-looking statements. These forward-looking statements are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are beyond the Company's control. In addition, these forward-looking statements are subject to assumptions with respect to future business strategies and decisions that are subject to change. Actual results may differ materially from the results discussed in these forward-looking statements because of numerous possible risks and uncertainties. These include but are not limited to: the possibility of adverse economic developments that may, among other things, increase default and delinquency risks in the Company's loan portfolios; shifts in interest rates that may result in lower interest rate margins; shifts in the demand for the Company's loan and other products; changes in accounting policies; changes in the monetary and fiscal policies of the federal government; failure to receive regulatory approvals on a timely basis and changes in laws, regulations and the competitive environment. Unless legally required, the Company disclaims any obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise.