Taylor Capital to forcibly convert series C, E convertible preferreds

By Angela McDaniels

Tacoma, Wash., Dec. 27 - Taylor Capital Group, Inc. will force the conversion of two series of its convertible preferred stock on Dec. 31, according to a company news release.

The conversion applies to 1,276,480 shares of 8% non-cumulative convertible perpetual preferred stock, series C, and 223,520 shares of 8% non-voting non-cumulative convertible perpetual preferred stock, series E.

Each series C preferred will be converted into 2.03583 shares of common stock plus a number of shares of common stock that is equal to $7.00 (representing the future cash dividends holders would have received, if declared, through May 28, 2015) divided by the closing price of the company's common stock on Dec. 30.

The holders of the series E preferreds will receive shares of series G preferred stock, a nonvoting common equivalent series of preferred stock. The conversion ratio is the same as the series C preferreds' conversion ratio.

At a special meeting of the company's stockholders on Dec. 27, stockholders approved amending the certificates of designations of the series C and E preferreds to give the company the ability to convert them at its option on or before Dec. 31. The executive committee and board of directors approved the conversion on the same day.

Prior to the amendments, the series C and series E preferreds were convertible at the option of the company only upon the earlier of (a) May 28, 2015 and (b) the first date on which the volume-weighted average price of the company's common stock equaled or exceeded $15.964 for at least 20 trading days within any 30 consecutive trading days occurring after May 28, 2013.

Each series C preferred had been convertible into 2.03583 shares of common stock, and each series E preferred had been convertible into 2.03583 shares of series D preferred stock, which is substantially identical to the series G preferred stock.

Taylor Capital Group is based in Rosemont, Ill. It is the bank holding company for Cole Taylor Bank, a middle market commercial bank.

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