The Bank of N.T. Butterfield & Son Limited (“Butterfield” or “the Bank”) today announced that all Rights Shares available under its $130 million Rights Offering have been subscribed, with demand among holders of ordinary shares of par value $0.01 each (the “Common Shares”) and investors exceeding the available supply. The $130 million Rights Offering represents the largest domestic common share issue in Bermuda history.
Bradford Kopp, Butterfield’s President & CEO said, “We are very pleased with the results of the Rights Offering. Butterfield’s legacy shareholders and other investors have expressed confidence in the Bank and its future by taking up all of the available Rights Shares. This is particularly encouraging following a difficult two-year period during which shareholders have seen the value of their investments in the Bank decline significantly.” Mr. Kopp continued, “On behalf of the Board and all of us at Butterfield, we would like to thank our shareholders for their ongoing loyalty. Our task is to reward that loyalty by returning the Bank to profitability and rebuilding sustainable value in the Butterfield franchise. With a de-risked balance sheet, strong capital position, sound operating structure and a great team of dedicated employees, we are very confident in our ability to achieve that goal.”
Butterfield announced the Rights Offering on 2 March 2010 as part of a comprehensive recapitalisation and de-risking strategy. The recapitalisation involved the issuance of $550 million of new Common Shares to a number of institutional investors (the “New Investors”) led by the Carlyle Group and Canadian Imperial Bank of Commerce, temporarily reducing the ownership position of Butterfield’s legacy shareholders to 17.5%. Through the Rights Offering, legacy shareholders had the opportunity to purchase up to $130 million of Rights Shares to increase proportionately their ownership interest in the Bank.
The Rights Shares will be converted into 99.3 million Common Shares and 8.3 million Contingent Value Convertible Preference Shares. The proceeds from the Rights Offering will be used to purchase Common Shares for cancellation from the New Investors. With the Rights Shares oversubscribed, legacy shareholders and investors who purchased Rights on the BSX will own a collective 37.0% of Butterfield Common Shares.
Under the terms of the Rights Offering, holders of Butterfield Common Shares as of the record date of 10 March 2010 (other than shareholders located in the US, Canada, the UK and the European Economic Area and the New Investors) received 1.113 transferable Rights per Common Share held. Rights were exercised for Rights Units at a price of $1.21 per Rights Unit. Each Rights Unit consists of 0.92308 Common Shares and 0.07692 Contingent Value Convertible Preference Shares. The Contingent Value Convertible Preference Shares will automatically convert into Common Shares at the earlier of 31 March 2015 or a sale of the Bank.
Butterfield was advised in this transaction by UBS Investment Bank and the law firms of Skadden, Arps, Slate, Meagher & Flom LLP and Conyers, Dill and Pearman Limited.