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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Gateway Finl Hldgs (MM) | NASDAQ:GBTS | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 5.00 | 0 | 01:00:00 |
Issuer Free Writing Prospectus
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Registration Statement No. 333-152434 | |
Dated
September 29, 2008
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Filed Pursuant to Rule 433 of the Securities Act of 1933 |
Number of Shares:
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Up to 40,000
shares of Series B Preferred Stock
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Purchase Price:
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$1,000 per share (aggregate purchase price of up to $40.0 million)
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Dividend Rate:
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Non-cumulative dividends on the Series B Preferred Stock to be
paid quarterly at an annual rate of 12.0% of the liquidation
preference ($1,000). Gateway expects to pay dividends quarterly
on January 1, April 1, July 1 and October 1 of each year,
beginning January 1, 2009. The first dividend, if declared, will
accumulate from the date Gateway issues the preferred stock until
December 31, 2008. To be entitled to receive dividend
distributions, the preferred stock must be registered in your
name on the 15th day of the month prior to the month in which the
relevant dividend distribution date occurs even if that day is
not a business day.
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Use of proceeds:
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To recapitalize and strengthen the balance sheet of Gateway
Bank following the impairment on the banks investment in the GSE
preferred stocks and provide capital to support future growth of
the bank.
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Redemption:
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We may, at our election, redeem all of the Series B Preferred
Stock at any time on or after October 1, 2009 without the payment
of any premium amounts. Redemption of the preferred stock will
be subject to the prior approval of the Federal Reserve, if
approval is then required. If your preferred stock is redeemed by
Gateway, you will receive the liquidation amount of $1,000 per
share of preferred stock, plus any declared and accrued but
unpaid dividends thereon.
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Maturity:
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Perpetual.
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Ranking:
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The Series B Preferred Stock, with respect to dividend rights and
rights on liquidation, winding-up and dissolution, ranks on a
parity with the Series A Preferred Stock currently outstanding
and senior to the common stock.
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No dividend shall be declared or paid during any calendar year on
Gateways common stock unless and until there shall have been
paid in full to the holders of Series B Preferred Stock (or set
apart for purposes of such payment), without preference or
priority as between such shares or other series of preferred
stock, not less than a pro rata portion of the stated annual
dividend thereon for that calendar year, at the rate provided
therefor, through the date on which Gateway proposes to pay the
cash dividend on the
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common stock. Shares of Series B Preferred
Stock shall not participate in dividends paid with respect to any
other class or series of Gateways capital stock.
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Liquidation Rights:
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In the event Gateway voluntarily or involuntarily liquidates,
dissolves or winds up, the holders of the Series B Preferred
Stock will be entitled to receive liquidating distributions in
the amount of $1,000 per share of Series B Preferred Stock held,
plus, subject to any approvals required from the Federal Reserve,
an amount equal to any declared but unpaid dividends on the
Series B Preferred Stock to and including the date of such
liquidation before any distribution of assets is made to the
holders of the common stock or any other junior securities.
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In the event Gateways assets available for distribution to
shareholders upon any liquidation, dissolution or winding-up of
Gateways affairs, whether voluntary or involuntary, are
insufficient to pay in full the amounts payable with respect to
all outstanding shares of the Series B Preferred Stock and the
corresponding amounts payable on any parity securities, holders
of the Series B Preferred Stock and the holders of parity
securities will share ratably in any distribution of Gateways
assets in proportion to the full respective liquidating
distributions to which they would otherwise be respectively
entitled.
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Voting Rights:
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None except in certain limited situations.
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Stock Listing:
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There is no trading market for the Series B Preferred Stock and
Gateway does not expect one to develop. Gateway will not seek to
have the Series B Preferred Stock listed on Nasdaq or any other
securities exchange or interdealer quotation system.
Accordingly, Gateway cannot provide any assurance as to the
development or liquidity of any market for the preferred shares.
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Transferability:
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Because the Series B Preferred Stock will be registered, the
shares will be immediately transferable without restriction,
except for transfers by affiliates of Gateway.
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1 Year Gateway Financial Chart |
1 Month Gateway Financial Chart |
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