Company cancels warrants issued to three Carpenter funds in 2010, 2011
By Marisa Wong
Madison, Wis., March 26 - Mission Community Bancorp issued new warrants to purchase 6,487,800 shares of its common stock in exchange for the cancellation of its existing warrants to purchase 6,387,973 shares of common stock, according to an 8-K filing with the Securities and Exchange Commission.
The new warrants, which were issued on March 21, have an exercise price of $5.00 per share and are exercisable for a period of five years from issuance. The strike price reflects a 47.06% premium to the March 23 closing share price of $3.40.
The new warrants were issued to the three investment funds that hold the old warrants: Carpenter Community BancFund, LP, Carpenter Community BancFund-A, LP and Carpenter Community BancFund-CA, LP. The funds have the same general partner, Carpenter Fund Manager, GP, LLC, and collectively own 76.4% of Mission's issued and outstanding common stock, not including shares receivable upon exercise of the warrants.
The old warrants were issued in private placement transactions in 2010 and 2011. Specifically, Mission issued warrants for 2 million shares, exercisable at $5.00 per share for five years, on April 27, 2010; warrants for 3 million shares, exercisable at $5.00 per share for five years, on June 15, 2010; and warrants for 1,387,973 shares, exercisable at $4.54 per share for 10 years, on Oct. 21.
Aside from the strike price and warrant expiration and the elimination of certain anti-dilution features, the new warrants are identical to the old warrants.
According to the filing, the company valued the old warrants at $6.54 million using a Black-Scholes model and determined that the issuance of 6,487,800 new warrants at an exercise price of $5.00 per share for a term of five years would also be valued at $6.54 million.
The bank is based in San Luis Obispo, Calif.
| Issuer: | Mission Community Bancorp
|
| Issue: | Warrants
|
| Warrants: | For 6,487,800 common shares
|
| Warrant expiration: | Five years
|
| Warrant strike price: | $5.00
|
| Investors: | Carpenter Community BancFund, LP, Carpenter Community BancFund-A, LP and Carpenter Community BancFund-CA, LP
|
| Settlement date: | March 21
|
| Stock symbol: | OTCBB: MISS
|
| Stock price: | $3.40 at close March 23
|
| Market capitalization: | $24.12 million
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