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Monday, February 2, 2009

Umpqua's TARP deal

An alert reader who shares our interest in local financial institutions alerted us that the parent company of Umpqua Bank has released year-end financial statements, which reveal that it took $214 million in TARP money in November. The fine print about the money injection reads as follows:

On November 14, 2008, in exchange for an aggregate purchase price of $214.2 million, Umpqua Holdings Corporation issued and sold to the United States Department of the Treasury (U.S. Treasury) pursuant to the TARP Capital Purchase Program the following: (i) 214,181 shares of the Company's newly designated Fixed Rate Cumulative Perpetual Preferred Stock, Series A, no par value per share, with a liquidation preference of $1,000 per share ($214,181,000 liquidation preference in the aggregate) and (ii) a warrant to purchase up to 2,221,795 shares of the Company's common stock, no par value per share, at an exercise price of $14.46 per share, subject to certain anti-dilution and other adjustments. The warrant may be exercised for up to ten years after it was issued.

In connection with the issuance and sale of the Company's securities, the Company entered into a Letter Agreement including the Securities Purchase Agreement - Standard Terms, dated November 14, 2008, with the U.S. Treasury (the "Agreement"). The Agreement contains limitations on the payment of quarterly cash dividends on the Company's common stock in excess of $0.19 per share, and on the Company's ability to repurchase its common stock. The Agreement also grants registration rights to the holders of the Series A Preferred Stock, the Warrant and the common stock to be issued under the Warrant and subjects the Company to executive compensation limitations included in the Emergency Economic Stabilization Act of 2008.

The Series A Preferred Stock will bear cumulative dividends at a rate of 5% per annum for the first five years and 9% per annum thereafter, in each case, applied to the $1,000 per share liquidation preference, but will only be paid when, as and if declared by the Company's board of directors out of funds legally available therefor. The Series A Preferred Stock has no maturity date and ranks senior to our common stock (and on an equivalent basis with the Company's other authorized series of preferred stock, of which no shares are currently outstanding) with respect to the payment of dividends and distributions and amounts payable upon liquidation, dissolution and winding up of the Company.

Meanwhile, the statements also reveal some of the details of Umpqua's takeover of the deposits of the failed Bank of Clark County a couple of weeks ago:

On January 16, 2009, the Federal Deposit Insurance Corporation (FDIC) placed the Bank of Clark County, Vancouver, Washington, into receivership. Umpqua Bank assumed the insured non-brokered deposit balances from the FDIC, which totaled $183.9 million, at no premium. In connection with the assumption, Umpqua Bank acquired certain assets totaling $23.2 million, primarily cash and marketable securities, with the difference of $160.9 million representing funds received directly from the FDIC. Through this agreement, Umpqua Bank now operates two additional store locations in Vancouver, Wash. The agreement includes the ability to purchase optional loan pools for up to 30 days following closing. In addition, the FDIC is reimbursing Umpqua Bank for all overhead costs related to the acquired Bank of Clark County operations for 90 days following closing, while Umpqua Bank will pay the FDIC a minimal servicing fee per assumed deposit account.
Putting the two events together, it's clear that even the white knight banks that are being selected to take over the tanked ones need bailout dough. Not a good harbinger.

Comments (5)

I was at an event on Nov. 17th where Umpqua CEO Ray Davis explained how this occured. He said one of Paulsen's people called him and asked if he wanted some bailout money -- even though Umpqua didn't need it, didn't request it, and had no sub-prime mortgages. He said yes -- and then was told he would have to have an application in by the next day. He thought it was going to be a long application but it was faxed to him and was only two pages. The application was very simple -- there were very few questions. He signed it, faxed it, and was sent $214 million. Davis stated, at the event, that they already had plans for Umpqua to take over any failing local banks -- two months before the Bank of Clark County failed. But even though Umpqua got all the money and the assets, they didn't cover the losses. Sweet deal for them. It's not clear if they are granting more loans to small businesses or homeowners, however.

What Karen said jives with the story as I remember it. I also heard that banks were "forced" to take TARP money to hide the fact that Citi was on the verge of collapse. The theory being that if all banks were getting TARP, they could hide Citi's health, as they didn't want a run on Citi by depositors.

Can't comment as to the reason, but I know for a fact that Umpqua received an unsolicited request from the gov to take TARP money.

Sorry but Umpqua's C&D and CRE portfolio is toxic sludge. Once reserves run out they are toast

Because of this, it looks like my dividends were cut from .19 per quarter, to .05 per quarter so that they could pay the preferred stocks dividends based on an annual rate of 5%. Wish I could get 5% on something!!!!!

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