ECB Bancorp, Inc. Announces Termination Of Securities Purchase Agreement
ECB Bancorp, Inc. (the “Company”), the parent company of East Carolina Bank (the “Bank”), today announced that the Company and FIE I LLC, an affiliate of PIMCO BRAVO Fund, L.P. (“BRAVO Fund”), Patriot Financial Partners, L.P. (“Patriot”), an affiliate of Endicott Management Company (“Endicott”) and three other institutional investors (collectively with BRAVO Fund, Patriot and Endicott, the “Investors”) mutually agreed to terminate their previously reported Securities Purchase Agreement, as amended and restated (the “Agreement”). As previously disclosed, the Company and each of the Investors had entered into the Agreement under which the Company would issue $79.7 million in Company common stock in a private placement offering at a price of $16.00 per share. Pursuant to the terms of the Agreement, the Company had also agreed to issue to the Investors warrants to purchase shares of either voting common stock or a new class of the Company’s mandatorily convertible non-voting common stock at a purchase price of $8.00 per share and in an amount equal to 25% of the number of shares of common stock each Investor would purchase in the Offering. Not all the required regulatory approvals necessary to complete the transaction had been received by all of the Investors as of the termination date.
Despite the termination, the Company and the Investors expect to work on an alternate private placement offering. No assurances can be made that a new securities purchase agreement can be reached between the parties or that the terms and conditions of any such new agreement, including the purchase price, would not differ materially from the terms of the prior Agreement.
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 sale of securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
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