Crescent Capital VI, LLC
Crescent Capital VI, LLC
11624 S.E. ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
Bellevue, WA 98005
April 9, 2009
Via Fed Ex and Email
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Chairman
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇.
Longview, Washington 98632
Re:
Dear ▇▇. ▇▇▇▇▇▇:
For almost two years, Crescent Capital VI, LLC has sought representation on the board of directors of Cowlitz Bancorporation.
We first made a request in June 2007 when Crescent owned approximately 9.8% of Cowlitz’s outstanding common stock. On July 24, 2007, ▇▇. ▇▇▇▇▇▇▇▇▇▇▇ informed ▇▇▇▇▇ ▇▇▇▇▇▇ that the Cowlitz Board of Directors had unanimously rejected our proposal. We renewed our request in March 2008. On April 21, 2008, you informed Crescent that the Board again declined to appoint a Crescent representative to the Board.
We continue to believe that ▇▇▇▇▇▇▇▇ could provide valuable insights to ▇▇▇▇▇▇▇’s business. I have more than 20 years of experience in real estate investment, development and construction, expertise that is lacking on the Cowlitz board. Further, Crescent’s members have valuable business contacts for Cowlitz in its two largest markets: Seattle and Portland. ▇▇▇▇▇ ▇▇▇▇▇▇ has more than 30 years of banking experience and we both have substantial business and banking contacts in those two markets. ▇▇▇▇▇ and I are both actively involved in the business of banking, both as investors and as directors of Western Capital Corporation and its wholly-owned subsidiary, Western Capital Bank, Boise, Idaho.
During the past year, Crescent has applied for, and been approved as a bank holding company by the Board of Governors of the Federal Reserve System. As reported in our SEC filings, Crescent now is the single largest shareholder of Cowlitz, with 1,508,360 shares, 29.45% of all outstanding shares. In addition, while Crescent has been purchasing Cowlitz’s shares, the Bank’s senior management has been selling their shares.
Letter to ▇▇. ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
April 9, 2009
Page 2
In fact, you and the other directors, by contrast, own less than 0.5% of ▇▇▇▇▇▇▇’s outstanding shares, yet continually rejected our request for Board representation. You and the Board seem to believe that ▇▇▇▇▇ and I are not qualified to be directors or that somehow we would adopt policies detrimental to the other shareholders of ▇▇▇▇▇▇▇, despite overwhelming evidence to the contrary. Given ▇▇▇▇▇▇▇’s recent dismal operating performance, we think making changes to the current Board is overdue, and that our experience and aligned interests will provide great benefit and comfort to other shareholders.
In November 2008, ▇▇▇▇▇▇▇▇ submitted to Cowlitz its nominees for election to the Board, as required by ▇▇▇▇▇▇▇’s bylaws. To date, we still do not know who the Board proposes to nominate for election at the annual meeting of shareholders.
Crescent is prepared, if necessary, to wage a proxy contest at the annual meeting. We believe that ▇▇▇▇▇▇▇ shareholders are disenchanted with the current Board and we are confident that they will vote in overwhelming numbers to elect Crescent’s nominees. We believe that, based on the incumbent Board’s record and ▇▇▇▇▇▇▇▇’s closely aligned interests with ▇▇▇▇▇▇▇’s shareholders, Crescent will be successful in a proxy contest.
Nevertheless, we believe it is in the best interest of all ▇▇▇▇▇▇▇’s shareholders to avoid a proxy contest at the annual meeting. A proxy contest would be expensive and damage further the Company’s capital, especially if Crescent were to win, because the senior management may become entitled to $2.1 million under the change of control provisions in their employment contracts. We would urge the Board not to allow the senior managers to receive such a windfall in light of the dismal performance of ▇▇▇▇▇▇▇ in the last two years. Simply by cooperating with Crescent, the Board could prevent such a windfall. Accordingly, we request that the Board consider the attached Settlement Agreement, which proposes an orderly transition in Board membership. Crescent recognizes that existing directors provide valuable relationships to Cowlitz in its home markets, as well as historical insights to the bank’s business affairs. ▇▇▇▇▇▇▇▇ believes that the proposed transition is better for all Cowlitz shareholders than a proxy fight.
_______________________
Summary of Settlement Agreement
The terms of the draft Settlement Agreement are as follows:
o
Crescent will send to Cowlitz upon execution of the Settlement Agreement a copy of its bank holding company application, together with a current balance sheet
o
The Board then has five days to evaluate Crescent’s information
o
If the Board determines that it would be a breach of its fiduciary duty to consummate the Settlement Agreement, then the Board can terminate the agreement.
o
If the Board does not terminate the agreement, ▇▇▇▇ ▇▇▇ and ▇▇▇▇▇ ▇▇▇▇▇▇ become directors of ▇▇▇▇▇▇▇, and will constitute a majority of the Corporate Governance Committee.
§
That committee will nominate four of Crescent’s nominees and three of the existing directors for a 7 person slate at Cowlitz’s annual meeting.
Letter to ▇▇. ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
April 9, 2009
Page 3
o
If the Board terminates the agreement, the annual meeting of shareholders will be held in June on a date to be mutually agreed upon.
§
Crescent will conduct a proxy contest to elect its nominees.
§
The shareholders will decide which individuals should be elected to the Board.
The Settlement Agreement thus allows the Board the opportunity to fulfill its fiduciary obligations.
_______________________
A Note on Proxy Contests
If ▇▇▇▇▇▇▇ declines to accept Crescent’s proposal or if the Board executes the Settlement Agreement and then terminates the agreement, there will be a proxy contest. ▇▇▇▇▇▇▇▇ is confident that, not only will it win the proxy contest, but more than 50% of the non-Crescent shares voting in the election (a total of 65% of the outstanding shares) will support Crescent’s proposed slate of directors. ▇▇▇▇▇▇▇▇ believes it already represents the majority of Cowlitz shareholders, and this vote will confirm that representation.
If Crescent is successful, a proxy contest could cost ▇▇▇▇▇▇▇’s shareholders an estimated $3 million, comprised of Cowlitz’s proxy expenses, Crescent’s proxy expenses, and the change of control payments due senior management. A $3 million reduction in Cowlitz’s capital could threaten ▇▇▇▇▇▇▇’s status as being “well capitalized” and is hardly in the shareholders’ interests.
A proxy contest will offer shareholders a choice between nominees recommended by a 30% shareholder and an existing Board who own 0.5% of the stock and have the following record:
·
Shareholders reject stock option plan (2006)
o
Response: Board adopts a stock appreciation plan for executives
·
Board amends senior executive employment agreements to pay executives $2.1 million if Crescent’s ownership exceeds 30% of Cowlitz
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Two most senior executives sell all of their stock in late February 2009
o
Their only equity interest in Cowlitz are out-of-the-money stock options
o
Cowlitz stock price promptly drops 40%
o
The board takes no action to resolve this mis-alignment of management’s interest with shareholder’s interests
·
Board, including current incumbents, presides over the following:
o
Destruction of shareholder capital of $6.8 million in 2008.
o
Before tax losses in 2007 and 2008 totaling over $14 million.
o
Loan losses in last 3 years of $18 million (up 1,964% in 3 years)
o
Nonperforming assets, foreclosed real estate and 90 day delinquent loans grow from $1.8 million to $26.8 million (up 1,422% in just 2 years)
o
During 2006 and 2007, management increases its exposure to real estate construction and other loans from 17% to 24.5% of total loans even while market indicators were showing a decline in the real estate market
Letter to ▇▇. ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
April 9, 2009
Page 4
o
Diminished bank capital
§
In the last 3 years, Total Risk Based Capital declined from 18.89% (well above the 10% threshold to be considered “well capitalized”) to 11.47% (a 39% decline)
o
Significant deterioration of deposit quality
§
In last 3 years deposit balances in
·
Profitable transactions accounts dropped from 23% to 8% of total deposits.
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Stable money market and savings accounts dropped from 40% to 25%
§
In last 3 years
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Expensive CDs increased from 36.5% to 66.7%
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Unstable brokered CDs increased from 10.6% to 40.5%
o
Stock price falls from $17.15 to $3.88 in two years
·
Board in 2009 amends bylaws to require indemnification even if the director is only partly successful in his defense
·
Board owns in the aggregate 0.5 % of the outstanding shares
·
Board refuses to permit 30% shareholder to have any representative on the Board
This is only a partial list of the actions of management and the board that has led to a decline in shareholder value. You can be sure that shareholders will weigh the current Board’s record as they make their choice of new directors.
▇▇▇▇▇▇▇▇ has no interest in enriching lawyers through a proxy contest, but Crescent will not permit the existing Board’s intransigence to prevent Crescent from exercising any oversight of its substantial investment in Cowlitz.
▇▇▇▇▇▇▇▇ wishes to resolve these matters and is open to discussing revisions to the Settlement Agreement. That discussion must happen promptly.
Very truly yours,
▇▇▇▇▇▇▇ ▇. ▇▇▇
Attachment:
Cc:
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▇. ▇▇▇▇ ▇▇▇▇▇▇▇, Esq.
▇▇▇▇ ▇▇▇▇▇▇, Esq.
▇▇▇▇ ▇. ▇▇▇▇▇▇, Esq.