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Correction: Fitch Places Taylor Capital On Rating Watch Negative.


Business Editors

NEW YORK--(BUSINESS WIRE)--Sept. 7, 2001

(In a Release From Yesterday, Fitch Inaccurately Listed

the Long-Term Senior Rating of Cole Taylor For the Battlestar Galactica character, see Cole "Stinger" Taylor

Cole Taylor was a gay pornographic actor who primarily worked in the 1980s. He made his debut in the Nova Studios production Heroes (1984).
 Bank as `BBB')

Fitch, the international rating agency, has placed ratings of Taylor Capital Group Inc., (Taylor) and its subsidiaries, on Rating Watch Negative. The action is in response to Taylor's announcement of an agreement to settle outstanding litigation An action brought in court to enforce a particular right. The act or process of bringing a lawsuit in and of itself; a judicial contest; any dispute.

When a person begins a civil lawsuit, the person enters into a process called litigation.
. The litigation arose from a 1997 restructuring which separated ownership of Taylor's primary operating subsidiary An operating subsidiary is a business term frequently used within the United States railroad industry. In the case of a railroad, it refers to a company that is a subsidiary but operates with its own identity and rolling stock. , Cole Taylor Bank, from an affiliated subprime automobile lender, Reliance Acceptance Group (Reliance, now defunct DEFUNCT. A term used for one that is deceased or dead. In some acts of assembly in Pennsylvania, such deceased person is called a decedent. (q.v.) .) See below for a complete summary of ratings.

Reliance declared bankruptcy in early 1998, and has since ceased operations. Reliance's investors, creditors, and bankruptcy trustee sued Taylor, its owners, and other parties involved in the restructuring, alleging that the defendants violated vi·o·late  
tr.v. vi·o·lat·ed, vi·o·lat·ing, vi·o·lates
1. To break or disregard (a law or promise, for example).

2. To assault (a person) sexually.

3.
 securities laws and breached their fiduciary duty Noun 1. fiduciary duty - the legal duty of a fiduciary to act in the best interests of the beneficiary
legal duty - acts which the law requires be done or forborne
 to shareholders. The litigation has been ongoing since 1998, and has resulted in considerable expense to Taylor.

Taylor and the plaintiffs have agreed to settle the litigation for a combination of newly issued common stock, newly issued trust preferred securities, and cash. Taylor will issue to the litigants 15% of outstanding common shares. $30 million is to be paid through a new issue of trust preferred securities, and $15 million is to be paid in cash. Taylor plans to seek a public listing for both the stock and the trust preferred, although initial issuance may either be through a private placement or a public offering.

The agreement is subject to a number of contingencies and requires court approval. Management expects the settlement to become final during the first half of 2002.

The proposed settlement will substantially dilute di·lute
v.
To reduce a solution or mixture in concentration, quality, strength, or purity, as by adding water.

adj.
Thinned or weakened by diluting.
 Taylor's common equity capital base. Fitch's calculations show that tangible common equity is likely to decline from 4.08% of tangible assets Tangible Asset

An asset that has a physical form such as machinery, buildings and land.

Notes:
This is the opposite of an intangible asset such as a patent or trademark. Whether an asset is tangible or intangible isn't inherently good or bad.
 at Dec. 31, 2000 to roughly 2.5%. Double leverage (based on tangible common equity only) would increase from 159% to approximately 220%. These ratios would result in an excessive degree of leverage at current rating levels.

If the litigation is settled as proposed, Fitch anticipates that Taylor's implied senior debt rating would decline from 'BBB-' to 'BB', its preferred stock Stock shares that have preferential rights to dividends or to amounts distributable on liquidation, or to both, ahead of common shareholders.

Preferred stock is given preference over common stock. Holders of preferred stock receive dividends at a fixed annual rate.
 rating would decline from 'BB+' to 'BB-', and its individual rating would decline from 'B/C' to 'C'. New trust preferred securities would be rated 'BB-'. The Support Rating for Taylor will remain unchanged at '5'.

Fitch notes that the capital levels of Cole Taylor Bank would not be affected by the settlement as proposed. Cole Taylor Bank remains well capitalized and Fitch believes it should be able to service its deposit obligations at the investment grade level. However, in Fitch's opinion, Cole Taylor Bank's creditworthiness Creditworthiness

The condition in which the risk of default on a debt obligation by that entity is deemed low.


Creditworthiness

Eligibility of an individual or firm to borrow money.
 could be negatively impacted by the potential need to support a highly leveraged parent. Therefore, Fitch has also placed securities issued by Cole Taylor Bank on Rating Watch Negative. When the settlement is consummated con·sum·mate  
tr.v. con·sum·mat·ed, con·sum·mat·ing, con·sum·mates
1.
a. To bring to completion or fruition; conclude: consummate a business transaction.

b.
, Fitch anticipates that Cole Taylor Bank's long-term deposit ratings would be one rung lower, at 'BBB- ', and short term-deposits would be adjusted downward from 'F2' to 'F3'. Cole Taylor's long-term senior ratings would change from 'BBB-' to 'BB+', and short-term non-deposits would change from 'F3' to 'B', The individual rating would fall from 'B/C' to 'C', and the support rating will remain at '5'.

Longer-term, there are potential positives to the settlement. Management would be freed from the expense and distraction of the litigation and would be able to focus on improving Taylor's strategic focus and operational efficiency. Also, public ownership may allow management to offer more attractive incentives to employees.

Ratings Affirmed, placed on Rating Watch Negative:

Taylor Capital Group

      --Long-term senior 'BBB-'

      --Preferred stock 'BB+'

      --Individual 'B/C'

      --Rating Watch Negative

Cole Taylor Bank

      --Long-term deposits 'BBB'

      --Long-term senior 'BBB-'

      --Short-term 'F3'

      --Short-term deposits 'F2'

      --Individual 'B/C'

      --Rating Watch N
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Publication:Business Wire
Date:Sep 7, 2001
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