UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
___________
FORM
8 - K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of
Report (Date of earliest event reported): February 13, 2009
___________
Northwest
Bancorporation, Inc.
(Exact
name of registrant as specified in its charter)
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Washington
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000-24151
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91-1574174
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(State
or other jurisdiction of
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(Commission
File Number)
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(I.R.S.
Employer
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incorporation
or organization)
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Identification
No.)
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421
W. Riverside Avenue, Spokane, Washington 99201
(Address
of principal executive offices) (Zip Code)
(509)
456-8888
(Registrant's
telephone number, including area code)
Not
Applicable
(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:
[ ]
Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[ ]
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ]
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b))
[ ]
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c))
INFORMATION
TO BE INCLUDED IN THE REPORT
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Item 1.01
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Entry
Into a Material Definitive Agreement.
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On
February 13, 2009, Northwest Bancorporation, Inc. (the “Company”) entered into a
Letter Agreement, which incorporates by reference the Securities Purchase
Agreement – Standard Terms (together, the “Purchase Agreement”), with the United
States Department of the Treasury (the “Treasury Department”), pursuant to which
the Company issued and sold to the Treasury Department (i) 10,500 shares of the
Company’s Fixed Rate Cumulative Perpetual Preferred Stock, Series A, (the
“Series A Preferred Stock”), having no par value per share, and (ii) a
warrant (the “Warrant”) to purchase 525.00525 shares of the Company’s Fixed Rate
Cumulative Perpetual Preferred Stock, Series B (the “Series B Preferred Stock”),
having no par value per share, for an aggregate purchase price of $10,500,000.
The description of the Purchase Agreement contained herein is a summary and is
qualified in its entirety by reference to the full text of the Purchase
Agreement attached as Exhibit 10.1 hereto, which is incorporated herein by
reference.
Pursuant
to the terms of the Purchase Agreement, the Warrant to purchase the 525.00525
shares of the Series B Preferred Stock was exercised by the Treasury Department
on February 13, 2009 in a cashless exercise, and 525 shares of Series B
Preferred Stock were issued to the Treasury Department. A copy of the
Warrant is attached as exhibit 4.2 to this report and is incorporated herein by
reference.
The
Series A Preferred Stock will pay cumulative dividends at a rate of 5% per
annum for the first five years, and 9% per annum thereafter. The
Series B Preferred Stock will pay a cumulative dividend of 9% per year. The
Series A Preferred Stock and the Series B Preferred Stock (together, the
"Preferred Stock") may not be redeemed by the Company during the first three
years following the investment by the Treasury Department, except with the
proceeds from a “Qualified Equity Offering” (as defined in the Articles of
Amendment described in Item 5.03 and attached as Exhibits 3.1 and 3.2
hereto). After three years, the Company may, at its option, redeem the Preferred
Stock at the issue price, plus accrued and unpaid dividends. The Preferred Stock
is generally non-voting and will qualify as Tier 1 capital. The description of
the Preferred Stock contained herein is a summary and is qualified in its
entirety by reference to the full text of the Articles of Amendment, which are
attached as Exhibits 3.1 and 3.2 hereto and incorporated herein by
reference.
The
Preferred Stock and the Warrant were issued in a private placement exempt from
registration pursuant to Section 4(2) of the Securities Act of 1933, as
amended (the “Securities Act”). Upon the request of the Treasury Department at
any time, the Company has agreed to promptly enter into a deposit arrangement
pursuant to which the Preferred Stock may be deposited and depositary shares
(“Depositary Shares”), representing fractional shares of Preferred Stock, may be
issued. The Company has agreed to register the Preferred Stock, and Depositary
Shares, if any, as soon as practicable after the date of the issuance of the
Preferred Stock. The Preferred Stock may be transferred to third parties by the
Treasury Department.
In the
Purchase Agreement, the Company agreed that, until such time as the Treasury
Department ceases to own any debt or equity securities of the Company acquired
pursuant to the Purchase Agreement, the Company will take all necessary action
to ensure that its benefit plans with respect to its senior executive officers
comply with Section 111(b) of the Emergency Economic Stabilization Act of
2008 (the “EESA”) as implemented by any guidance or regulation under the EESA
that has been issued and is in effect as of the date of issuance of the
Preferred Stock, and has agreed not to adopt any benefit plans with respect to,
or that cover, its senior executive officers that do not comply with the EESA,
and the applicable executives have consented to the foregoing. The
form of such consent is attached as Annex C to the Purchase Agreement filed
herewith as Exhibit 10.1 and incorporated herein by reference.
Item 2.02
Results of Operations and Financial Condition.
On
February 13, 2009, the Company issued a press release regarding its results of
operations and financial condition for the quarter and year ended December 31,
2008. The text of the press release is included as Exhibit 99.1 to
this report. The information included in the press release text is
considered to be "furnished" under the Securities Exchange Act of
1934. The Company will include final financial statements and
additional analyses for the period ended December 31, 2008 as part of its annual
report on Form 10-K covering that period.
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Item 3.02
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Unregistered
Sales of Equity Securities.
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The
information set forth under Item 1.01 is incorporated by reference into
this Item 3.02.
The
issuance and sale of the Preferred Stock and the Warrant is exempt from
registration pursuant to Section 4(2) of the Securities Act. The
Company has not engaged in general solicitation or advertising with regard to
the issuance and sale of such securities and has not offered securities to the
public in connection with this issuance and sale.
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Item 3.03
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Material
Modification to Rights of Security Holders.
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Pursuant
to the terms of the Purchase Agreement, upon issuance of the Preferred Stock,
the ability of the Company to declare or pay dividends or distributions on, or
purchase, redeem or otherwise acquire for consideration, shares of its Junior
Stock (as defined below) and Parity Stock (as defined below) will be subject to
restrictions, including a requirement to receive prior consent from the Treasury
Department for any increase, during the three year period from February 13,
2009, in the payment of dividends by the Company that would exceed the last
annual cash dividend of $0.20 per share. Prior consent of the Treasury
Department will be required after the third anniversary of the February 13, 2009
closing date until the tenth anniversary of the closing date for any annual
increase of 3% or more in aggregate common dividends per share. From
and after the tenth anniversary of the closing date, the Company will be
prohibited from paying any common dividends or repurchasing any equity
securities or trust preferred securities until all of the Preferred Stock has
been redeemed in whole or the Treasury Department has transferred all of the
Preferred Stock to third parties.
In
addition, pursuant to the Articles of Amendment described in Item 5.03
below, the ability of the Company to declare or pay dividends or distributions
on, or repurchase, redeem or otherwise acquire for consideration, shares of its
Junior Stock and Parity Stock will be subject to restrictions in the event that
the Company fails to declare and pay full dividends (or declare and set aside a
sum sufficient for payment thereof) on its Preferred Stock.
“Junior
Stock” means the Common Stock and any other class or series of stock of the
Company the terms of which expressly provide that it ranks junior to the
Preferred Stock as to dividend rights and/or rights on liquidation, dissolution
or winding up of the Company. “Parity Stock” means any class or series of stock
of the Company the terms of which do not expressly provide that such class or
series will rank senior or junior to the Preferred Stock as to dividend rights
and/or rights on liquidation, dissolution or winding up of the Company (in each
case without regard to whether dividends accrue cumulatively or
non-cumulatively).
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Item 5.02
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Departure
of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain
Officers.
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The
information concerning executive compensation set forth under Item 1.01 is
incorporated by reference into this Item 5.02.
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Item 5.03
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Amendment
to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
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The
Company has filed Articles of Amendment (the “Articles of Amendment”) with the
Washington Secretary of State for the purpose of amending its Restated Articles
of Incorporation to fix the designations, preferences, limitations and relative
rights of the Preferred Stock. The Articles of Amendment became effective as of
February 11, 2009. The information concerning the Articles of Amendment set
forth under Item 1.01 is incorporated by reference into this Item 5.03 and is
qualified in its entirety by reference to the full text of the Articles of
Amendment, which are attached as Exhibits 3.1 and 3.2 hereto and incorporated
herein by reference.
On
February 13, 2009, the Company issued a press release announcing, in addition to
the matters described in Item 2.02, the closing of the transaction described in
Item 1.01. The press release is attached hereto as Exhibit 99.1 and
incorporated herein by reference.
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Item 9.01
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Financial
Statements and Exhibits.
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(d)
Exhibits.
The
following exhibits are filed herewith:
EXHIBIT
NO. DESCRIPTION
OF EXHIBIT
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3.1
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Articles
of Amendment for the Series A Preferred
Stock.
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3.2
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Articles
of Amendment for the Series B Preferred
Stock.
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4.1
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Form
of Certificate for the Series A Preferred
Stock.
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4.2
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Form
of Certificate for the Series B Preferred
Stock.
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4.3
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Warrant
to Purchase Shares of Series B Preferred
Stock.
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10.1
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Letter
Agreement, dated February 13, 2009, between the Company and the United
States Department of the
Treasury.
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99.1
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Northwest
Bancorporation, Inc. press
release.
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S
I G N A T U R E
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 thereunto
duly authorized.
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NORTHWEST BANCORPORATION, INC.
(Registrant)
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February 13, 2009
Date
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By: /s/ Randall L.
Fewel
Randall
L. Fewel
President
and Chief Executive Officer
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EXHIBIT
NO. DESCRIPTION
OF EXHIBIT
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3.1
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Articles
of Amendment for the Series A Preferred
Stock.
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3.2
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Articles
of Amendment for the Series B Preferred
Stock.
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4.1
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Form
of Certificate for the Series A Preferred
Stock.
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4.2
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Form
of Certificate for the Series B Preferred
Stock.
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4.3
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Warrant
to Purchase Shares of Series B Preferred
Stock.
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10.1
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Letter
Agreement, dated February 13, 2009, between the Company and the United
States Department of the
Treasury.
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99.1
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Northwest
Bancorporation, Inc. press
release.
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