National Bank Holdings Backers File To Sell Shares

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National Bank Holdings Corporation (NYSE: NBHC) was initially not that well received for an initial public offering.  It was just last week that its 7.1 million share IPO priced at $19.25 per share and the price was under the $20 to $22 price range. So here is an odd development: the company just filed to allow up to 43.5 million shares to be sold by insiders and prior investors.

National Bank operates a network of 101 full-service banking centers located mostly in the greater Kansas City region and Colorado. We would note that a few minutes before the S-1 filing came a withdrawal filing (RW). The RW stated:

(NBHC) hereby requests that the Securities and Exchange Commission (the "Commission") consent to the withdrawal, effective as of the date hereof or at the earliest practicable date hereafter, of the Registrant's Registration Statement on Form S-1, originally filed March 30, 2012 (File No. 333-180501) (together with all amendments and exhibit thereto, collectively, the "Registration Statement").

The Registrant believes that withdrawal of the Registration Statement is consistent with the public interest and the protection of investors as contemplated by Rule 477(a) under the Securities Act. Please note that the Registration Statement was not declared effective by the Commission, and no securities of the Company were sold pursuant to the Registration Statement. In accordance with Rule 457(p) of the Securities Act, the Company requests that all fees paid to the Commission in connection with the filing of the Registration Statement be credited for future use by the Registrant or its affiliates.

Some of the key shareholders listed in the tombstone were Elliott Management, Paulson & Co., Wellington Management, Farallon Partners, Wells Capital Management, Fidelity Management & Research, FBR & Co., Barclays Bank, Greenlight Capital, UBS, GLG, D.E. Shaw, and others. Obviously not all of the shareholders are going to be selling shares and this does not assure that a large secondary offering will be coming immediately down the pipe.

An SEC filing said, "This prospectus relates to the offering of up to 43,508,820 of our Class A common stock by the selling stockholders identified in this prospectus. The shares of Class A common stock offered by this prospectus were acquired by the selling stockholders in connection with our October 2009 private placements or in transactions since that time that were exempt from the registration or are issuable upon conversion of our Class B non-voting common stock. We are registering the offer and sale of the shares of Class A common stock to satisfy registration rights we have granted."

It further said, "The shares of common stock to which this prospectus relates may be offered and sold from time to time directly from the selling stockholders or alternatively through underwriters or broker-dealers or agents. The shares of common stock may be sold in one or more transactions, at fixed prices, at prevailing market prices at the time of sale or at negotiated prices."

National Bank Holdings Corporation is a bank holding company which was incorporated in the State of Delaware back in June 2009. In October 2009, it raised net proceeds of approximately $974 million through a private offering and the company's filing confirmed that it completed its IPO this month. Its own description states that it seeks to "create long-term stockholder value through the acquisition and operation of community banking franchises and other complementary businesses in our targeted markets."

As of June 30, 2012, the bank had approximately $5.8 billion in assets, $4.5 billion in deposits and $1.1 billion in stockholder equity.

Shares are currently down only 0.3% at $19.59 and it has traded in a post-IPO range of $19.40 to $20.25.

JON C. OGG


Filed under: 24/7 Wall St. Wire, Banking & Finance, IPOs & Secondaries Tagged: NBHC
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