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Subordinated Debentures
12 Months Ended
Dec. 31, 2011
Subordinated Debentures [Abstract]  
Subordinated Debentures

8. SUBORDINATED DEBENTURES

At December 31, 2011, five wholly-owned subsidiary grantor trusts established by former Nara Bancorp had issued $38 million of pooled Trust Preferred Securities ("trust preferred securities") and one wholly-owned subsidiary grantor trust established by former Center Financial Corporation had issued $18 million of trust preferred securities. Trust preferred securities accrue and pay distributions periodically at specified annual rates as provided in the indentures. The trusts used the net proceeds from the offering to purchase a like amount of subordinated debentures (the "Debentures") of BBCN Bancorp. The Debentures are the sole assets of the trusts. BBCN Bancorp's obligations under the subordinated debentures and related documents, taken together, constitute a full and unconditional guarantee by BBCN Bancorp of the obligations of the trusts. The trust preferred securities are mandatorily redeemable upon the maturity of the Debentures, or upon earlier redemption as provided in the indentures. BBCN Bancorp has the right to redeem the Debentures in whole (but not in part) on or after specific dates, at a redemption price specified in the indentures plus any accrued but unpaid interest to the redemption date. BBCN Bancorp also has a right to defer consecutive payments of interest on the debentures for up to five years.

The following table is a summary of trust preferred securities and debentures at December 31, 2011:

 

            (Dollars in Thousands)                            

Issuance Trust

   Issuance
Date
     Trust
Preferred
Security
Amount
     Subordinated
Debentures
Amount
     Rate
Type
     Initial
Rate
    Rate at
12/31/11
    Maturity
Date
 

Nara Bancorp Capital Trust I

     3/28/2001       $ 10,000       $ 10,400         Fixed         10.18     10.18     6/8/2031   

Nara Capital Trust III

     6/5/2003         5,000         5,155         Variable         4.44     3.70     6/15/2033   

Nara Statutory Trust IV

     12/22/2003         5,000         5,155         Variable         4.02     3.25     1/7/2034   

Nara Statutory Trust V

     12/17/2003         10,000         10,310         Variable         4.12     3.51     12/17/2033   

Nara Statutory Trust VI

     3/22/2007         8,000         8,248         Variable         7.00     2.20     6/15/2037   

Center Capital Trust I

     12/29/2003         18,000         12,834         Variable           3.25     1/7/2034   
     

 

 

    

 

 

           

TOTAL ISSUANCE

      $ 56,000       $ 52,102             
     

 

 

    

 

 

           

The Company's investment in the common trust securities of the issuer trusts of $2.0 million and $1.5 million at December 31, 2011 and 2010, respectively, is included in other assets. Although the subordinated debt issued by the trusts are not included as a component of stockholders' equity in the consolidated balance sheets, the debt is treated as capital for regulatory purposes. Specifically, under applicable regulatory guidelines, the $56 million of debt issued by the trusts qualify as Tier 1 capital, along with the $119.4 million of our outstanding Fixed Rate Cumulative Perpetual Preferred Stock, net of discount. The trust preferred security debt issuances are includable in Tier I capital up to a maximum of 25% of capital on an aggregate basis. Any amount that exceeds 25% qualifies as Tier 2 capital. At December 31, 2011, all of the $56 million of the trusts' debt qualified as Tier 1 capital along with the $119.4 million of preferred stock. In July 2010 Dodd-Frank Wall Street Reform and Consumer Protection Act (the "Dodd-Frank Act") was signed into law which, among other things, limits to bank holding companies having total assets of more than $15 billion the ability to treat trust preferred security debt issuances as Tier 1 capital. Since the Company had less than $15 billion in assets at December 31, 2011, under the Dodd-Frank Act, it will be able to continue to include its existing trust preferred debt in Tier 1 capital.

 

The Board of Governors of the Federal Reserve System, which is BBCN Bancorp's federal banking regulator, has promulgated a modification of the capital regulations affecting trust preferred securities. Under this modification, beginning March 31, 2011, the Company is required to use a more restrictive formula to determine the amount of trust preferred securities that can be included in regulatory Tier I capital. The Company will be allowed to include in Tier I capital an amount of trust preferred securities equal to no more than 25% of the sum of all core capital elements, which is generally defined as stockholders' equity less certain intangibles, including core deposit intangibles, net of any related deferred income tax liability. The existing regulations in effect limit the amount of trust preferred securities that can be included in Tier I capital to 25% of the sum of core capital elements without a deduction for permitted intangibles. The adoption of this modification is not expected to have a material impact on the inclusion of our trust preferred securities for purposes of Tier 1 capital.