FPIC Insurance Group, Inc. Announces Completion of a Second $15 Million Private Placement, Including Trust Preferred Securities and Senior Notes.Business Editors JACKSONVILLE, Fla.--(BUSINESS WIRE)--May 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 second $15.0 million private placement. Sandler O'Neill & Partners, L.P. ("Sandler O'Neill") acted as placement agent for the offering. On May 13, 2003, FPIC entered into a placement agreement with Sandler O'Neill for the private placement of approximately $5.0 million of trust preferred securities and $10.0 million of unsecured senior notes. The offering was completed May 22, 2003. FPIC, through its wholly owned statutory trust, along with other insurance and insurance holding company participants, issued trust preferred securities to the Sandler O'Neill investment pool, which in turn issued its 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 per annum Per annum Yearly. interest rate equal to LIBOR LIBOR See: London Interbank Offered Rate LIBOR See London interbank offered rate (LIBOR). plus 4.2%, for an initial rate of approximately 5.5%. The floating interest rate will be adjustable quarterly with changes in LIBOR, and the maximum rate that may be charged under the securities within the first five years is 12.5%. FPIC has purchased hedging instruments designed to maintain the ultimate floating rate interest cost on the securities within the range of 5.4% to 8.6% for five years from closing. FPIC will have the option to call these securities at par beginning May 23, 2008. The floating rate 30-year senior notes will bear a per annum interest rate equal to LIBOR plus 4.2%, for an initial rate of approximately 5.5%. The floating interest rate will be adjustable quarterly with changes in LIBOR, and the maximum rate that may be charged under the notes within the first five years is 12.5%. FPIC has purchased a hedging instrument designed to maintain the ultimate floating rate interest cost on the notes within 5.4% to 8.6% for five years from closing. FPIC will have the option to call these notes at par beginning May 23, 2008. 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). from the trust preferred securities and the senior notes are being used primarily to pay down FPIC's 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 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. a related hedge agreement. 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 the senior notes and such use of the proceeds. John R. Byers, President and Chief Executive Officer of FPIC said, "We are pleased to be participating in Sandler O'Neill's offering. The trust preferred securities and senior notes allow us to replace a portion of our existing commercial bank debt with longer-term institutional debt, which gives us more operational flexibility. Lowering our debt levels, generally, and replacing a portion of our commercial bank debt with longer-term institutional instruments have been important goals in our business model. We are pleased to have made progress in achieving these goals through the recent completion of two private offerings. We will continue to explore and pursue opportunities to enhance our capital position." FPIC estimates it will incur charges of approximately $1.0 million after tax in the second quarter of 2003 in connection with the completion of the recent 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/Keefe Bruyette & Woods, Inc. and Sandler O'Neill private placements, consisting primarily of the costs to unwind swap agreements associated with the pay downs of its bank debt. Other costs associated with the private placements of approximately $1.0 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. During the remainder of 2003, FPIC expects to realize net cost savings of approximately $0.3 million after tax, primarily from lower interest and hedging costs associated with the new securities, with additional savings continuing thereafter. Total incremental costs Costs which are additional costs to the Service appropriations that would not have been incurred absent support of the contingency operation. See also financial management. associated with the newly issued securities for the year 2003 are expected to be approximately $1.1 million (approximately $0.7 million after tax). Kim D. Thorpe Thorpe , James Francis Known as "Jim." 1888-1953. American athlete. An outstanding collegiate football player, he later played professional football and baseball. , Executive Vice President and Chief Financial Officer, stated, "The costs we are incurring in the second quarter to unwind the swap agreements result from the decline in market interest rates that has occurred since we put them in place. On the flipside, interest costs on our new securities will initially be at significantly lower interest rates. We have also put hedge agreements in place that limit our floating rate interest costs on all the new securities for the first five years, until we have the option to call the securities. We consider these costs to be good investments in terms of both a lower cost of capital, as well as a higher quality of capital going forward." For additional information regarding FPIC's private placement with Sandler O'Neill, 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. filed with the Securities and Exchange Commission ("SEC") on May 29, 2003. 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 ultimate outcomes to differ materially from such statements. These uncertainties and other factors include, but are not limited to: -- Developments in global financial markets that could affect financing plans; -- Risk factors associated with financing and refinancing, including the willingness of credit institutions to provide financing and the availability of credit generally; -- Changes in financial ratings resulting from one or more of these uncertainties or other factors and the potential impact on agents' ability to place insurance business on behalf of FPIC; and other risk factors discussed in FPIC's SEC 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, and Form 10-Q Form 10-Q See 10-Q. for the quarter ended March 31, 2003, filed with the SEC on May 14, 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. |
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