CHICAGO, June 12, 2017 /PRNewswire/
-- PrivateBancorp, Inc. (Nasdaq: PVTB) today announced
that it has notified the New York Stock Exchange (the "NYSE") of
its intention to delist its 7.125 percent Subordinated Debentures
due 2042 (the "Debentures"), which currently trade under ticker
symbol "PVTD," and has notified the Nasdaq Global Select Stock
Market ("Nasdaq") of its intention to delist the 10 percent Trust
Preferred Securities of PrivateBancorp Capital Trust IV (the
"Listed TruPS"), which currently trade under ticker symbol
"PVTBP."
Both actions are being taken in anticipation of the closing of
the acquisition by Canadian Imperial Bank of Commerce ("CIBC") of
PrivateBancorp that, as previously announced, is expected to close
on June 23, 2017, which will result
in the successor company to PrivateBancorp being a wholly owned
subsidiary of CIBC following the closing. PrivateBancorp
expects to file Form 25 notifications prior to market open on
June 23, 2017, with the Securities and Exchange Commission
("SEC") to request the removal of the Debentures and the Listed
TruPS from listing on the NYSE and Nasdaq, respectively, and to
deregister such securities under Section 12(b) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"). In
addition, as further described below, it is currently anticipated
that, following the closing of the CIBC acquisition, the Debentures
and the Listed TruPS will be called for redemption on their first
available redemption date following the closing.
PrivateBancorp expects trading in the Debentures and the Listed
TruPS will be suspended on June 23, 2017, and that the
delisting of the Debentures and the Listed TruPS will become
effective 10 days from the filing date of each respective
Form 25. Upon effectiveness of each Form 25 filing, it
is expected that Form 15 filings will be made with the SEC to
terminate the registration of the Debentures and the Listed TruPS
under Section 12(g) of the Exchange Act, and to notify the SEC of
the suspension of PrivateBancorp's public reporting obligations
with respect to the Debentures and Listed TruPS.
Anticipated Redemption of Debentures
In connection with an anticipated satisfaction and discharge of
the indenture associated with the Debentures at closing,
PrivateBancorp intends to make arrangements to call for redemption
all of the outstanding Debentures on the first available redemption
date of October 30, 2017, (the "Debentures Redemption Date")
at a redemption price equal to 100 percent of the principal amount
outstanding, plus accrued and unpaid interest to, but excluding,
the Debentures Redemption Date.
The Debentures are held only in book-entry form through the
Depository Trust Company ("DTC"), and the Debentures will be
redeemed in accordance with DTC procedures. Holders of Debentures
need not take any action now to receive payment of the redemption
price.
This press release does not constitute a notice of redemption of
the Debentures, and the Debentures have not yet been called for
redemption. Holders of the Debentures should refer to the notice of
redemption, when available, to be delivered or made available at
the time the Debentures are called for redemption.
Anticipated Redemption of Trust Preferred Securities
In connection with an anticipated satisfaction and discharge of
the indenture associated with the debentures related to the Listed
TruPS (the "TruPS Debentures") at closing, PrivateBancorp intends
to make arrangements to call for redemption all of the outstanding
TruPS Debentures on or about July 24, 2017, (the "TruPS
Redemption Date") at a redemption price of 100 percent of the
principal amount outstanding, plus accrued and unpaid interest to,
but excluding, the TruPS Redemption Date. The redemption of
the TruPS Debentures will result in the mandatory redemption of the
Listed TruPS on the TruPS Redemption Date.
The Listed TruPS are held only in book-entry form through the
DTC, and the Listed TruPS will be redeemed in accordance with DTC
procedures. Holders of Listed TruPS need not take any action now to
receive payment of the redemption price.
This press release does not constitute a notice of redemption of
the Listed TruPS, and the Listed TruPS have not yet been called for
redemption. Holders of Listed TruPS should refer to the notice of
redemption, when available, to be delivered or made available at
the time the Listed TruPS are called for redemption.
PrivateBancorp also expects that in connection with the CIBC
acquisition, it will make arrangements to call for redemption all
other series of its trust preferred securities currently
outstanding, none of which are listed or traded on any
exchange.
About PrivateBancorp, Inc.
PrivateBancorp, Inc., through its subsidiary The PrivateBank,
delivers customized business and personal financial services to
middle-market companies, as well as business owners, executives,
entrepreneurs and families in all of the markets and communities it
serves. As of March 31, 2017, the company had 36 offices in 13
states and $20.4 billion in assets. The company's website
is www.theprivatebank.com.
Forward Looking Statement
Certain statements contained in this communication may be deemed
to be forward-looking statements under certain securities laws. All
such statements are made pursuant to the "safe harbor" provisions
of, and are intended to be forward-looking statements under
applicable Canadian and U.S. securities legislation, including
the United States Private
Securities Litigation Reform Act of 1995. These statements
include, but are not limited to, statements about our expected
plans with respect to the Debentures and the Listed TruPS and the
anticipated closing of our acquisition by CIBC. Forward-looking
statements are typically identified by the words "believe",
"expect", "anticipate", "intend", "estimate", "forecast", "target",
"objective" and other similar expressions or future or conditional
verbs such as "will", "should", "would" and "could". By their
nature, these statements require us to make assumptions and are
subject to inherent risks and uncertainties that may be general or
specific. A variety of factors, many of which are beyond our
control, affect our performance and results, and could cause actual
results to differ materially from the expectations expressed in any
of our forward-looking statements. These factors include our
ability to timely implement our delisting and deregistration plans;
adverse effects on the price and liquidity of our securities
following delisting and deregistration; our ability to redeem the
Listed TruPS and Debentures on the dates anticipated or at all;
factors that could cause the closing of our acquisition by CIBC to
be delayed; and our ability to anticipate and manage the risks
associated with these factors. This list is not exhaustive of
the factors that may affect the forward-looking statements
contained in this release. These and other factors should be
considered carefully and readers should not place undue reliance on
our forward-looking statements. Additional information about these
factors can be found in the reports filed by PrivateBancorp and
CIBC with the SEC. Any forward-looking statements contained
in this communication represent the views of management only as of
the date hereof. We do not undertake to update any forward-looking
statement that is contained in this communication or in other
communications except as required by law.
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SOURCE PrivateBancorp, Inc.