Summit Financial Group, Inc. Announces Conversion of All Its Outstanding Preferred Shares Into Common Stock
March 02 2015 - 1:46PM
Summit Financial Group, Inc. (the "Company") announces that it will
be exercising its right to convert all of its outstanding shares of
preferred stock into shares of its common stock ("Common Stock")
effective as of March 12, 2015.
Pursuant to its articles of incorporation, as amended, and the
applicable certificates of designations, the Company has the right
to convert the shares of its 8% Non-Cumulative Convertible
Preferred Stock, Series 2009, par value of $1.00 per share (the
"Series 2009 Preferred Stock"), and the shares of its 8%
Non-Cumulative Convertible Preferred Stock, Series 2011, par value
of $1.00 per share (the "Series 2011 Preferred Stock," and together
with the Series 2009 Preferred Stock, the "Preferred Stock"), upon
providing holders with the terms of the conversion that are set
forth in this announcement. This announcement serves as the notice
that the Company is required to provide holders of Preferred Stock
pursuant to each certificate of designation.
The conversion will be consummated on March 12, 2015.
Computershare Inc. and its affiliate Computershare Trust Company,
N.A. are serving as the conversion agent on behalf of the Company.
Holders of Preferred Stock will receive a letter of transmittal
from the conversion agent with instructions for surrendering the
Preferred Stock certificates for shares of Common Stock. Any
questions or requests for assistance concerning the conversion of
the Preferred Stock should be directed to Computershare, Inc. at
(800) 546-5141 or to Ms. Teresa Ely, Director of Shareholder
Relations, at (304) 530-0526 or via e-mail at
tely@summitfgi.com.
As of the date hereof, there are 3,610 shares of Series 2009
Preferred Stock outstanding and 11,914 shares of Series 2011
Preferred Stock outstanding.
Each share of Series 2009 Preferred Stock is convertible into
181.8182 shares of Common Stock, plus cash in lieu of any
fractional shares, for a total of approximately 656,345 shares of
Common Stock to be issued upon conversion.
Each share of Series 2011 Preferred Stock is convertible into
125 shares of Common Stock for a total of 1,489,250 shares of
Common Stock to be issued upon conversion.
No fractional shares will be issued as a result of the
conversion of the Preferred Stock. Instead, holders will be
entitled to receive cash in an amount equal to any fractional
shares that they are entitled to receive multiplied by the closing
price of the Common Stock on the second trading day prior to the
conversion date.
About the Company
Summit Financial Group, Inc. is a $1.44 billion financial
holding company headquartered in Moorefield, West Virginia. Summit
provides community banking services primarily in the Eastern
Panhandle and South Central regions of West Virginia and the
Northern and Shenandoah Valley regions of Virginia, through its
bank subsidiary, Summit Community Bank, Inc., which operates
fifteen banking locations. Summit also operates Summit Insurance
Services, LLC in Moorefield, West Virginia and Leesburg,
Virginia.
FORWARD-LOOKING STATEMENTS
This press release contains comments or information that
constitute forward-looking statements (within the meaning of the
Private Securities Litigation Act of 1995) that are based on
current expectations that involve a number of risks and
uncertainties. Words such as "expects," "anticipates," "believes,"
"estimates" and other similar expressions or future or conditional
verbs such as "will," "should," "would" and "could" are intended to
identify such forward-looking statements.
Although we believe the expectations reflected in such
forward-looking statements are reasonable, actual results may
differ materially. Factors that might cause such a difference
include: changes in the financial and securities markets, including
changes with respect to the market value of our financial assets;
economic and political conditions, especially in the Eastern
Panhandle and South Central regions of West Virginia and the
Northern and Shenandoah Valley regions of Virginia; real estate
prices and sales in the Company's markets; changes in interest
rates and interest rate relationships; demand for products and
services; the degree of competition by traditional and
non-traditional competitors; changes in banking laws and
regulations; changes in tax laws; the impact of technological
advances; the outcomes of contingencies; trends in customer
behavior as well as their ability to repay loans; and changes in
the national and local economies. Investors are cautioned not to
place undue reliance on forward-looking statements, which speak
only as of the date hereof. We undertake no obligation to revise
these statements following the date of this press release.
Additional information regarding risk factors can be found in the
Company's filings with the Securities and Exchange Commission.
CONTACT: Teresa Ely, Director of Shareholder Relations
Telephone: (304) 530-0526
Email: tely@summitfgi.com
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