FPIC Insurance Group, Inc. Announces Completion of $15 Million Private Placement of Trust Preferred Securities.Business Editors JACKSONVILLE, Fla.--(BUSINESS WIRE)--Oct. 29, 2003 FPIC FPIC First Professionals Insurance Company (Jacksonville, FL) FPIC Field Programmable Interconnect FPIC Federal Partnership for Interoperable Communications FPIC Field Programmable Interconnect Chip Insurance Group, Inc. ("FPIC") (Nasdaq Symbol:FPIC) announced today that it has completed a $15 million private placement of trust preferred securities. FTN FTN Face the Nation (CBS News) FTN Family Television Network FTN Fido Technology Networks FTN FeedThe.Net (website) FTN Franja Transversal del Norte (Guatemala region) Financial Capital Markets and Keefe Bruyette & Woods, Inc. ("FTN/KBW") acted as placement agents for the offering. FPIC, through its wholly owned statutory trust, along with other insurance and insurance holding company participants, issued trust preferred securities to the FTN/KBW investment pool. The FTN/KBW investment pool, in turn, issues its own securities to institutional and accredited investors Accredited Investor A term used by the Securities and Exchange Commission (SEC) under Regulation D to refer to investors who are financially sophisticated and have a reduced need for the protection provided by certain government filings. Also known as "qualified purchaser". . The securities issued to the investment pool by FPIC mature in 30 years and will bear a floating interest rate equal to three-month LIBOR LIBOR See: London Interbank Offered Rate LIBOR See London interbank offered rate (LIBOR). plus 3.85%, for an initial interest rate of approximately 5% per annum Per annum Yearly. . FPIC has purchased a hedging instrument designed to maintain the ultimate floating rate interest cost on the securities within a range of 4.85% to 8.5% for five years from closing. FPIC will have the option to call its securities at 100% of the principal amount beginning five years from closing. FPIC will use the net proceeds Net Proceeds The amount received after all costs are deducted from the sale of a piece of property or security. Notes: In the case of an investor selling a security, net proceeds represent the proceeds from the sale minus any trading costs (i.e. commissions). of approximately $14.5 million to pay down its revolving credit Revolving Credit A line of credit where the customer pays a commitment fee and is then allowed to use the funds when they are needed. It is usually used for operating purposes, fluctuating each month depending on the customers current cash flow needs. facility and the related portion of an interest rate swap Interest Rate Swap A deal between banks or companies where borrowers switch floating-rate loans for fixed rate loans in another country. These can be either the same or different currencies. agreement currently being used as a hedge for the credit facility's floating rate interest. FPIC has secured from its bank lender group the necessary approvals and amendments to its credit facility to allow for the issuance of the trust preferred securities and such use of the proceeds. FPIC estimates it will incur a net charge of approximately $0.4 million after tax in the fourth quarter of 2003 in connection with the completion of the private placement, consisting primarily of the cost to partially unwind Unwind 1. The closure of an investment position. 2. The reconciliation of an error previously unseen by a brokerage house. Notes: 1. Sometimes referred to as closing out a position. an interest rate swap agreement associated with the pay down of its revolving credit facility. Other costs associated with the private placement of approximately $0.5 million will be amortized over the expected life of the newly issued securities, which have stated maturities Stated maturity For the CMO tranche, the date the last payment would occur at zero CPR. of 30 years. The cost of the hedging instrument purchased in connection with the private placement of approximately $.5 million will be amortized over 5 years. For additional information regarding FPIC's private placement with FTN/KBW, see FPIC's Form 8-K Form 8-K The form required by the SEC when a publicly held company incurs any event that might affect its financial situation or the share value of its stock. Form 8-K See 8-K. relating to relating to relate prep → concernant relating to relate prep → bezüglich +gen, mit Bezug auf +acc the private placement, which will be filed with the Securities and Exchange Commission in the near future. John R. Byers, President and Chief Executive Officer of FPIC said: "We are pleased to be completing another $15 million private placement of trust preferred securities. With this placement, the Company has now completed three private placements totaling an aggregate of $45 million of trust preferred securities and unsecured senior notes since May 2003." Mr. Byers, commenting on the use of proceeds, said: "These private placements have been used to substantially reduce our bank credit facility, make a capital contribution to our insurance operations and unwind hedge agreements related to the credit facility. Lowering our debt levels, generally, and replacing our commercial bank debt with longer-term institutional debt are important goals in our business model and we are pleased to have made substantial progress towards achieving these goals." Commenting on the impact of the private placements on FPIC's capital position, Mr. Byers, stated: "Our new debt structure gives us more operational flexibility, lowers our cost of capital, enhances liquidity by significantly reducing current debt service requirements and strengthens our balance sheet." In closing Mr. Byers stated, "Our overriding priority is to create and maintain a strong, stable and consistently profitable organization. Continuing to strengthen the Company's capital structure has created positive momentum that allows us to move forward as a stronger organization for the long-term. We will continue to explore and aggressively pursue capital opportunities available to us to best serve our customers and build value for our shareholders." Corporate Profile FPIC Insurance Group, Inc., through its subsidiary companies, is a leading provider of professional liability insurance for physicians, dentists and other healthcare providers, primarily in Florida and Missouri. FPIC also provides management and administration services to Physicians' Reciprocal Insurers, a New York New York, state, United States New York, Middle Atlantic state of the United States. It is bordered by Vermont, Massachusetts, Connecticut, and the Atlantic Ocean (E), New Jersey and Pennsylvania (S), Lakes Erie and Ontario and the Canadian province of medical professional liability insurance reciprocal, and third-party administration services both within and outside the healthcare industry. Safe Harbor Safe Harbor 1. A legal provision to reduce or eliminate liability as long as good faith is demonstrated. 2. A form of shark repellent implemented by a target company acquiring a business that is so poorly regulated that the target itself is less attractive. Disclosure The Private Securities Litigation Reform Act The Private Securities Litigation Reform Act of 1995 (PSLRA) implemented several significant substantive changes affecting certain cases brought under the federal securities laws, including changes related to pleading, discovery, liability, class representation and awards fees and of 1995 provides a "safe harbor" for forward-looking statements forward-looking statement A projected financial statement based on management expectations. A forward-looking statement involves risks with regard to the accuracy of assumptions underlying the projections. . Any written or oral statements made by or on behalf of FPIC may include forward-looking statements, which reflect our current views with respect to future events and financial performance. These forward-looking statements are subject to certain uncertainties and other factors that could cause actual results to differ materially from such statements. These uncertainties and other factors include, but are not limited to: -- i) Uncertainties relating to government and regulatory policies (such as subjecting FPIC to insurance regulation or taxation in additional jurisdictions or amending, revoking or enacting any laws, regulations or treaties affecting our current operations); -- ii) The occurrence of insured or reinsured events with a frequency or severity exceeding our estimates; -- iii) Legal developments, including claims for extra-contractual obligations or in excess of policy limits in connection with the administration of insurance claims; -- iv) Developments in global financial markets that could affect our investment portfolio and financing plans; -- v) The impact of surplus constraints on growth; -- vi) Developments in reinsurance The contract made between an insurance company and a third party to protect the insurance company from losses. The contract provides for the third party to pay for the loss sustained by the insurance company when the company makes a payment on the original contract. markets that could affect our reinsurance programs; -- vii) The impact of mergers and acquisitions, including the ability to successfully integrate acquired businesses and achieve cost savings, competing demands for our capital and the risk of undisclosed liabilities; -- viii) The ability to integrate Anesthesiologists Professional Assurance Company's ("APAC APAC Australian Partnership for Advanced Computing APAC Agricultural Policy Analysis Center APAC Asia and Pacific APAC Asian Pacific American Coalition APAC Adapted Physical Activity Council (American Alliance for Health) ") operations into First Professionals Insurance Company, Inc.'s ("First Professionals") and achieve associated cost savings; -- ix) Risk factors associated with financing and refinancing, including the willingness of credit institutions to provide financing and the availability of credit generally; -- x) The competitive environment in which FPIC operates, including reliance on agents to place insurance, physicians electing to practice without insurance coverage, related trends and associated pricing pressures and developments; -- xi) The actual amount of new and renewal business; -- xii) Rates, including rates on excess policies, being subject to or mandated by legal requirements and regulatory approval, which could affect our business or reinsurance arrangements; -- xiii) The loss of the services of any of our executive officers; -- xiv) The uncertainties of the loss reserving process; -- xv) The ability to collect reinsurance recoverables; -- xvi) Changes in our financial ratings resulting from one or more of these uncertainties or other factors and the potential impact on our agents' ability to place insurance business on behalf of FPIC; -- xvii) The dependence of the reciprocal management segment upon a single major customer, PRI PRI: see Institutional Revolutionary party. (Primary Rate Interface) An ISDN service that provides 23 64 Kbps B (Bearer) channels and one 64 Kbps D (Data) channel (23B+D), which is equivalent to the 24 channels of a T1 line. , for the preponderance of its revenue; and other risk factors discussed elsewhere within FPIC's Form 10-Q Form 10-Q See 10-Q. for the quarter ended June 30, 2003, filed with the SEC on August 13, 2003, and in FPIC's Form 10-K Form 10-K A report required by the SEC from exchange-listed companies that provides for annual disclosure of certain financial information. Form 10-K See 10-K. for the year ended December 31, 2002, filed with the SEC on March 28, 2003. The words "believe," "anticipate," "foresee," "estimate," "project," "plan," "expect," "intend," "hope," "should," "will," "will likely result" or "will continue" and variations thereof or similar expressions identify forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of their dates. FPIC undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. For all your investor needs, FPIC is on the Internet at http://www.fpic.com Got a Tough Question? E-mail us at ir@fpic.com FPIC: Providing Answers in a Changing Market |
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