- Current report filing (8-K)
November 17 2008 - 11:02AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15d of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): November 13,
2008
WILMINGTON TRUST CORPORATION
(Exact name of registrant as specified in its charter)
|
|
|
|
|
Delaware
|
|
1-14659
|
|
51-0328154
|
|
|
|
|
|
(State or other jurisdiction of incorporation)
|
|
(Commission File Number)
|
|
(IRS Employer Identification Number)
|
|
|
|
Wilmington Trust Corporation
|
Rodney Square North
|
1100 North Market Street
|
|
Wilmington, Delaware
|
19890
|
|
|
|
(Address of principal executive offices)
|
|
(Zip Code)
|
Registrants telephone number, including area code: (302) 651-1000
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions:
o
|
|
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
|
|
o
|
|
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 230.14a-12)
|
|
o
|
|
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
|
|
o
|
|
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
|
Item 8.01 Other Events.
On November 13, 2008, Wilmington Trust Corporation (the Company) received
preliminary approval to participate in the Capital Purchase Program (the CPP) of the
United States Department of the Treasury (the Treasury Department). The Company
applied for and received preliminary approval for the issuance of (a) up to $330
million of senior preferred stock and (b) warrants for the purchase of the Companys
common stock with an aggregate market price equal to 15% of such senior preferred
stock. The Companys participation in the CPP is subject to the approval of its Board
of Directors.
Participation in the CPP by the Company would require the issuance of at least
approximately $110 million of senior preferred stock. The senior preferred stock
would qualify as Tier 1 capital. The senior preferred stock would pay cumulative
dividends quarterly at the rate of 5% per year for the first five years after issuance
and thereafter at the rate of 9% per year. It would not be redeemable for the first
three years after issuance, subject to limited exceptions. After three years, the
Company could redeem the senior preferred stock at any time and from time to time.
For as long as any senior preferred stock is outstanding, we would not be permitted to
declare or pay dividends on our common stock, or repurchase shares of our common
stock, unless all accrued and unpaid dividends for all past dividend periods on the
senior preferred stock are paid in full. In addition, during the first three years
after issuance, subject to limited exceptions, the consent of the Treasury Department
would be required for us to increase the dividend per share on our common stock.
The initial exercise price of the warrants will be $26.657, subject to customary
anti-dilution adjustments.
The holders of the senior preferred stock would have preferences and rights superior
to those of holders of our common stock. In addition, the exercise of the
accompanying warrants would be dilutive to the holders of our common stock. For
additional information regarding potential dilution of our common stock and other risk
factors relating to the Company and the ongoing at-the-market offering of our common
stock, see the Risk Factors section of our prospectus supplement dated September 22,
2008, which is incorporated by reference herein.
If the Company participates in the CPP, the terms of the senior preferred stock and
warrants are expected to be substantially similar to the standard terms the Treasury
Department provides in its CPP Term Sheet and application documents. The CPP Term
Sheet and application documents are available on the Treasury Departments website at
http://www.ustreas.gov.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|
|
|
|
|
|
WILMINGTON TRUST CORPORATION
|
|
Date: November 14, 2008
|
By:
|
/s/ Ted T. Cecala
|
|
|
Name:
|
Ted T. Cecala
|
|
|
Title:
|
Chairman of the Board and
Chief Executive Officer
(Authorized Officer)
|
|
|
Wilmington (NYSE:WL)
Historical Stock Chart
From Jun 2024 to Jul 2024
Wilmington (NYSE:WL)
Historical Stock Chart
From Jul 2023 to Jul 2024