November 5, 2008
Treasury’s Capital Infusions: Important Changes to Its Term Sheet
From Davis Polk: Last week, Treasury completed its investment in the nine systemically important banks – and, on October 31st, Treasury posted standardized final documents on its website. The final documents, reflecting comments from the nine systemically important banks, clarify a number of points and contain certain differences from the Term Sheet originally published on October 14th.
Although the final Term Sheet is little changed from the Term Sheet that Treasury originally published, an analysis of the underlying documents – the securities purchase agreement, the Warrant and the certificate of designations for the Preferred Stock – reveals some significant differences between those documents and the published Term Sheet. A revised Term Sheet, which has been marked to reflect the important differences between the Term Sheet and the final documents for the Capital Purchase Program, is set forth as Annex A of this memo (which also reviews those differences and certain other significant issues that financial institutions should consider before applying for funding under the program).
Treasury has stated that it will invest in each publicly-traded financial institution that participates in the program on the same terms in a “one-size-fits-all” approach, without change for individual financial institutions. We believe, however, that Treasury will consider modifications to accommodate important institution-specific issues, but otherwise will not agree to changes. Each financial institution will need to review carefully the final terms and the underlying documents to see if it can and would want to comply with them.
The application deadline for publicly-traded financial institutions is 5:00 pm Eastern next Friday, November 14th. Treasury has stated that it will post application information for privately-held financial institutions at a later date and establish a reasonable application deadline for them. Learn more from this memo (and the many others) posted in our “Credit Crunch” Practice Area.
Also note that Treasury – once the investment agreements are complete and the investment is authorized – will publicly disclose the name and capital purchase amount for each participating financial institution within two business days. The information will be posted here and updated daily at 4:30 pm Eastern as needed.
The Form 8-Ks: Participating in Treasury’s Capital Purchase Program
Below are some of the Form 8-Ks filed so far that relate to the EESA and the CPP. They include all nine of the original banks who “signed on” (the first six were filed on 10/30, the last three were filed on 10/31). Already more institutions have sought government money and their Form 8-Ks are included in our ongoing list in the “Credit Crunch” Practice Area:
2. Wells Fargo
5. Citigroup
7. State Street
Thanks to Todd Rolapp of Bass Berry for reminding me about these!
The NYSE Speaks ’08: Latest Developments and Interpretations
Tune in tomorrow for the webcast – “The NYSE Speaks ’08: Latest Developments and Interpretations” – to hear senior NYSE Staffers provide a wide range of practical guidance. Join these experts:
– John Carey, Chief Counsel –US Listings, NYSE’s Office of General Counsel
– Howard Dicker, Partner, Weil Gotshal & Manges LLP
– Carol Hoover, Managing Director, NYSE Regulation
– Cindy Melo, Managing Director, NYSE Regulation
– Bob Messineo, Partner, Weil Gotshal & Manges LLP
– Broc Romanek