08/22/2024 | Press release | Distributed by Public on 08/22/2024 13:07
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Introduction
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| | | | 1 | | |
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Questions and Answers About the Special Meeting
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| | | | 2 | | |
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Summary of the July 2024 Capital Raise
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| | | | 7 | | |
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Proposal No. 1: Approve and Adopt an Amendment of the Company's Certificate of Incorporation to Increase the Number of Authorized Shares of Common Stock from 100,000,000 Shares to 200,000,000 Shares
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| | | | 14 | | |
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Proposal No. 2: Approve the Issuance of Shares of Common Stock Upon Conversion of Preferred Shares of the Company Issued In Connection with the July 2024 Capital Raise
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| | | | 20 | | |
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Proposal No. 3: Approve the Adjournment of the Special Meeting
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| | | | 25 | | |
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Security Ownership of Certain Beneficial Owners and Management
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| | | | 26 | | |
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Stockholder Proposals and Director Nominations
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| | | | 28 | | |
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Solicitation of Proxies
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| | | | 28 | | |
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Householding
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| | | | 28 | | |
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Other Matters
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| | | | 29 | | |
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Forward-Looking Statements
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| | | | 29 | | |
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Appendix A
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| | | | A-1 | | |
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Appendix B
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| | | | B-1 | | |
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JUNE 30, 2024
(ACTUAL) |
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JUNE 30, 2024
(PRO FORMA WITH JULY 2024 CAPITAL RAISE ASSUMING FULL CONVERSION) |
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CET1 Capital Ratio
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| | | | 10.30% | | | | | | 12.68% | | |
Tier 1 Capital Ratio
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| | | | 10.30% | | | | | | 12.68% | | |
Total Capital Ratio
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| | | | 12.60% | | | | | | 14.99% | | |
Leverage Ratio
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| | | | 7.08% | | | | | | 8.22% | | |
| | |
COMMON
STOCK ISSUED & OUTSTANDING |
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COMMON
STOCK ACQUIRED BY INVESTORS IN CONNECTION WITH THE JULY 2024 CAPITAL RAISE |
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COMMON STOCK
ACQUIRED BY INVESTORS IN CONNECTION WITH THE JULY 2024 CAPITAL RAISE AS A PERCENTAGE OF OUTSTANDING COMMON STOCK |
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As of July 7, 2024
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| | | | 56,543,382 | | | | | | 11,308,676 | | | | | | 16.7% | | |
As of August 5, 2024 (the "Record Date")
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| | | | 67,852,058 | | | | | | 11,308,676 | | | | | | 16.7% | | |
As of the Record Date Assuming Full Conversion of the Preferred Stock and Series C NVCE Stock
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| | | | 134,392,058 | | | | | | 77,848,676 | | | | | | 57.9% | | |
| | |
JUNE 30, 2024
(ACTUAL) |
| |
JUNE 30, 2024
(PRO FORMA WITH JULY 2024 CAPITAL RAISE ASSUMING FULL CONVERSION) |
| ||||||
CET1 Capital Ratio
|
| | | | 10.30% | | | | | | 12.68% | | |
Tier 1 Capital Ratio
|
| | | | 10.30% | | | | | | 12.68% | | |
Total Capital Ratio
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| | | | 12.60% | | | | | | 14.99% | | |
Leverage Ratio
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| | | | 7.08% | | | | | | 8.22% | | |
| | |
COMMON
STOCK ISSUED & OUTSTANDING |
| |
COMMON
STOCK ACQUIRED BY INVESTORS IN CONNECTION WITH THE JULY 2024 CAPITAL RAISE |
| |
COMMON STOCK
ACQUIRED BY INVESTORS IN CONNECTION WITH THE JULY 2024 CAPITAL RAISE AS A PERCENTAGE OF OUTSTANDING COMMON STOCK |
| |||||||||
As of July 7, 2024
|
| | | | 56,543,382 | | | | | | 11,308,676 | | | | | | 16.7% | | |
As of August 5, 2024 (the "Record Date")
|
| | | | 67,852,058 | | | | | | 11,308,676 | | | | | | 16.7% | | |
As of the Record Date Assuming Full Conversion of the Preferred Stock and Series C NVCE Stock
|
| | | | 134,392,058 | | | | | | 77,848,676 | | | | | | 57.9% | | |
| | |
As of August 5, 2024(1)
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Name and Title
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Number of
Shares Beneficially Owned |
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Percent of
Class |
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FMR LLC
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| | | | 5,074,294(2) | | | | | | 7.5% | | |
BlackRock Inc.
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| | | | 4,363,792(3) | | | | | | 6.4% | | |
Azora Capital LP
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| | | | 3,495,839(4) | | | | | | 5.2% | | |
Scott F. Kavanaugh, Chief Executive Officer of the Company and FFB, Vice Chairman of the Company, President and Chairman of FFB
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| | | | 1,398,812(5) | | | | | | 2.1% | | |
Simone F. Lagomarsino, President of FFB
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| | | | 121,951(6) | | | | | | * | | |
Max A. Briggs, Director
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| | | | 70,921(7) | | | | | | * | | |
John A. Hakopian, Director and President of FFA
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| | | | 657,039(8) | | | | | | 1.0% | | |
David G. Lake, Director
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| | | | 167,631(9) | | | | | | * | | |
Elizabeth A. Pagliarini, Director
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| | | | 34,564(10) | | | | | | * | | |
Mitchell M. Rosenberg, Director
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| | | | 70,376 | | | | | | * | | |
Diane M. Rubin, CPA. Director
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| | | | 26,450 | | | | | | * | | |
Jacob P. Sonenshine, Director
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| | | | 99,208 | | | | | | * | | |
Gabriel V. Vazquez, Director(11)
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| | | | 16,205 | | | | | | * | | |
James Britton, Executive Vice President and Chief Financial Officer of the Company and FFB
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| | | | 4,000 | | | | | | * | | |
Amy Djou, Former Interim Chief Financial Officer of the Company and FFB, Current Senior Vice President, Chief Accounting Officer and Deputy Chief Financial Officer of FFB(12)
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| | | | 333 | | | | | | * | | |
Ulrich E. Keller, Jr., Former Executive Chairman of the Company and FFA
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| | | | 2,159,948(13) | | | | | | 3.2% | | |
Christopher Naghibi, Executive Vice President and Chief Operating Officer of
FFB |
| | | | 7,617(14) | | | | | | * | | |
Hugo Nuno, Executive Vice President and Chief Banking Officer of FFB
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| | | | 12,588 | | | | | | * | | |
All Directors and executive officers as a Group (15 persons)
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| | | | 4,847,643 | | | | | | 7.1% | | |