WILMINGTON, Del.–(BUSINESS WIRE)–The Bancorp, Inc. (the “Company”) (NASDAQ:TBBK) announced today that it has entered into a securities purchase agreement with certain institutional and accredited investors pursuant to which the Company sold an aggregate of 7,560,000 of the Company’s common stock, par value $1.00 per share, at a purchase price of $4.50 per share (the “Common Stock”), and 40,000 shares of a new series of preferred stock, Series C mandatorily convertible cumulative non-voting perpetual preferred stock, par value $0.01 per share, at a purchase price of $1,000 per share (the “Series C Preferred Stock”), in a private placement (the “Private Placement”) for total gross consideration of approximately $74 million. The Company intends to use the proceeds to make investments relating to its business and for general corporate purposes. The securities purchase agreement contains representations, warranties, and covenants of the Company and the investors that are customary in private placement transactions and is subject to customary closing conditions.
The Series C Preferred Stock will automatically convert into Common Stock following and subject to stockholder approval as required by applicable NASDAQ Stock Market rules. The Series C Preferred Stock will have a conversion price of $4.50 per share, and the Company has agreed to file a registration statement for the converted shares as well as the Common Stock discussed above. If, by October 1, 2016, the Series C Preferred Stock remains outstanding, it will begin accruing a 12% annual cash dividend. The Series C Preferred Stock will rank senior to all Common Stock.
Upon closing of the private placement and receipt of regulatory approvals, two investors will be entitled to have one representative each appointed to both the Company’s and The Bancorp Bank’s board of directors.