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SIERRA BANCORP AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Continued)

98

11.

SUBORDINATED DEBENTURES

(Continued)

During the first quarter of 2004, Sierra Statutory Trust II issued 15,000 Floating Rate Capital Trust Pass-

Through Securities (TRUPS II), with a liquidation value of $1,000 per security, for gross proceeds of

$15,000,000. The entire proceeds of the issuance were invested by Trust II in $15,464,000 of Subordinated

Debentures issued by the Company, with identical maturity, re-pricing and payment terms as the TRUPS

II. The Subordinated Debentures, purchased by Trust II, represent the sole assets of the Trust II. Those

Subordinated Debentures mature on March 17, 2034, bear a current interest rate of 3.28% (based on 3-

month LIBOR plus 2.75%), with re-pricing and payments due quarterly.

Those Subordinated Debentures are currently redeemable by the Company, subject to receipt by the

Company of prior approval from the Federal Reserve Bank, on any March 17

th

, June 17

th

, September 17

th

,

or December 17

th

. The redemption price is par plus accrued and unpaid interest, except in the case of

redemption under a special event which is defined in the debenture.

The TRUPS II are subject to mandatory redemption to the extent of any early redemption of the related

Subordinated Debentures and upon maturity of the Subordinated Debentures on March 17, 2034.

Trust II has the option to defer payment of the distributions for a period of up to five years, as long as the

Company is not in default on the payment of interest on the Subordinated Debentures. The TRUPS II issued

in the offering were sold in private transactions pursuant to an exemption from registration under the

Securities Act of 1933, as amended. The Company has guaranteed, on a subordinated basis, distributions

and other payments due on the TRUPS II.

During the second quarter of 2006, Sierra Capital Trust III issued 15,000 Floating Rate Capital Trust Pass-

Through Securities (TRUPS III), with a liquidation value of $1,000 per security, for gross proceeds of

$15,000,000. The entire proceeds of the issuance were invested by Trust III in $15,464,000 of Subordinated

Debentures issued by the Company, with identical maturity, repricing and payment terms as the TRUPS III.

The Subordinated Debentures, purchased by Trust III, represent the sole assets of the Trust III. Those

Subordinated Debentures mature on September 23, 2036, bear a current interest rate of 1.99% (based on 3-

month LIBOR plus 1.40%), with repricing and payments due quarterly.

Those Subordinated Debentures are redeemable by the Company, subject to receipt by the Company of prior

approval from the Federal Reserve Bank, on any March 23

rd

, June 23

rd

, September 23

rd

, or December 23

rd

.

The redemption price is par plus accrued and unpaid interest, except in the case of redemption under a

special event which is defined in the debenture. The TRUPS III are subject to mandatory redemption to the

extent of any early redemption of the related Subordinated Debentures and upon maturity of the

Subordinated Debentures on September 23, 2036.

Trust III has the option to defer payment of the distributions for a period of up to five years, as long as the

Company is not in default on the payment of interest on the Subordinated Debentures. The TRUPS III

issued in the offering were sold in private transactions pursuant to an exemption from registration under the

Securities Act of 1933, as amended. The Company has guaranteed, on a subordinated basis, distributions

and other payments due on the TRUPS III.