CORAL GABLES, Fla.--(Business Wire)--
BankUnited Financial Corporation (NASDAQ: BKUNA) today announced
that the company has entered into an agreement with its chairman and
chief executive officer and certain other holders of its Class B
common stock and its Series B Preferred stock to surrender their
shares for shares of a new preferred stock that will have equal voting
rights with its Class A common stock if the company sells publicly at
least $400 million of shares of Class A common stock.
On June 18, 2008, the company entered into an agreement with
Alfred R. Camner, its chairman of the board and chief executive
officer and certain other holders of its Class B common and Series B
preferred stock pursuant to which Mr. Camner and the other holders
have agreed that if the company raises at least $400 million of gross
proceeds from the sale of Class A common stock, they will surrender
their shares of Class B common and Series B preferred stock for shares
of a new series of preferred stock, an amount of cash, and warrants to
purchase Class A common stock. If and when issued, the new series of
preferred stock will have voting rights equal to the Class A common
stock, instead of the higher voting rights of the Series B preferred
stock and the Class B common stock. The new preferred stock will be
convertible into shares of Class A common stock, on a one for one
basis. Shares of the new preferred stock will not be redeemable by us
until the tenth anniversary of the issuance of the shares. Holders of
Class B common and Series B preferred stock who are party to the
agreement will receive in aggregate $1 million in cash and five-year
warrants to purchase a total of 2,475,000 shares of Class A common
stock. The warrants will be comprised of three equal tranches of
825,000 shares each, with following pricing: the price per share of
shares in the first tranche will be 15% greater than the offering
price per share of Class A common stock sold in an offering that
raises the required amount, the price per share of shares in the
second tranche will be 30% higher than the offering price per share in
such an offering; and the price per share of the third tranche will be
45% higher than the offering price per share in such an offering. All
outstanding options to acquire Series B preferred stock will be
settled in shares of the new preferred stock. In addition to Mr.
Camner, the parties to the agreement include Lawrence H. Blum, vice
chairman of the board and corporate secretary, Allen M. Bernkrant,
director, Marc D. Jacobson, director, and Lauren Camner, director.
Together these directors owned approximately 97.4% of all shares of
Series B preferred stock and 97.6% of the Class B common stock
outstanding as of June 17, 2008. In addition, Mr. Camner held 100% of
Series B preferred stock options outstanding as of June 17, 2008. If
the required proceeds from the sale of Class A common stock are not
raised, the existing Series B preferred stock and Class B common stock
will remain outstanding.
About BankUnited
BankUnited Financial Corp. is the holding company for BankUnited
FSB, the largest banking institution headquartered in Florida, based
on assets. At March 31, 2008, BankUnited had assets of $14.3 billion.
Serving customers through 86 branches in 13 coastal counties,
including Miami-Dade, Broward, Palm Beach, Martin, St. Lucie, Collier,
Charlotte, Manatee, Hillsborough, Sarasota, Lee, Indian River and
Pinellas, BankUnited offers a full spectrum of consumer and commercial
banking products and services, including online products that can be
accessed through www.bankunited.com. For additional information, call
(877) 779-2265.
Forward-Looking Statements
This news release may contain certain forward-looking statements,
which are based on management's expectations regarding factors that
may impact the company's earnings and performance in future periods.
Words and phrases such as: "will," "will likely result," "expect,"
"will continue," "anticipate," "estimate," "project," "believe,"
"intend," "should," "would," "may," "can," "could," "plan," "target"
and similar expressions are intended to identify "forward-looking
statements." Actual results or performance could differ from those
implied or contemplated by such statements. Factors that could cause
future results and performance to vary materially from current
management expectations include, but are not limited to, the success
of a public offering of $400 million of Class A common stock, which is
a condition to the implementation of the agreement with the
shareholders, general business and economic conditions, either
nationally or regionally; fiscal or monetary policies; significant
weather events such as hurricanes; changes or fluctuations in the
interest rate environment; a continuation of the deterioration in
credit quality and/or a reduced demand for credit, including the
resultant effect on our allowance for loan losses; reduced deposit
flows and loan demand; real estate values; competition from other
financial service companies in our markets; potential or actual
litigation; legislative or regulatory changes, including, among
others, changes in accounting standards, guidelines and policies; the
issuance or redemption of additional company debt or equity; the
concentration of operations in Florida, if Florida business or
economic conditions continue to decline; reliance on other companies
for products and services; the impact of war and the threat and impact
of terrorism; volatility in the market price of the company's common
stock; the company's inability to raise capital due to challenging
market conditions; and other economic, competitive, servicing
capacity, governmental, regulatory and technological factors affecting
the company's operations, price, products and delivery of services.
Please refer to the documents that BankUnited files periodically with
the SEC, such as the Form 10-K for the 2007 fiscal year, and reports
on Form 10-Q for the Dec. 31, 2007, and March 31, 2008 periods, which
contain additional important factors, including "Risk Factors," that
could cause actual results to differ from the company's current
expectations and from the forward-looking statements contained in this
press release.
BankUnited Financial Corporation
Investor Relations:
Susan Greenfield, 305-569-3449
or
Corporate Communications:
Melissa Gracey, 305-817-8117
Copyright Business Wire 2008
