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Stockholders' Equity
12 Months Ended
Dec. 31, 2017
Equity [Abstract]  
Stockholders' Equity

Note 25—Stockholders’ Equity

A summary of the Company’s preferred and common stock at December 31, 2017 and 2016 is as follows:

 

 

 

2017

 

 

2016

 

Series A non-cumulative perpetual preferred stock

 

 

 

 

 

 

 

 

Par value

 

$

 

 

$

0.01

 

Shares authorized

 

 

 

 

 

15,003

 

Shares issued

 

 

 

 

 

15,003

 

Shares outstanding

 

 

 

 

 

15,003

 

Series B 7.5% fixed non-cumulative perpetual

   preferred stock

 

 

 

 

 

 

 

 

Par value

 

$

0.01

 

 

$

0.01

 

Shares authorized

 

 

50,000

 

 

 

50,000

 

Shares issued

 

 

10,438

 

 

 

9,388

 

Subscription receivable

 

 

 

 

 

1,050

 

Shares outstanding

 

 

10,438

 

 

 

9,388

 

Common stock, voting

 

 

 

 

 

 

 

 

Par value

 

$

0.01

 

 

$

 

Shares authorized

 

 

150,000,000

 

 

 

150,000,000

 

Shares issued

 

 

29,317,298

 

 

 

24,616,706

 

Shares outstanding

 

 

29,317,298

 

 

 

24,616,706

 

During 2016, the Company authorized and issued Series B 7.50% fixed-to-floating non-voting, noncumulative perpetual preferred stock with a liquidation preference of $1,000 per share, plus the amount of unpaid dividends, if any, which is redeemable at the Company’s option on or after March 31, 2022. Holders of either Series A or Series B preferred stock do not have any rights to convert such stock into shares of any other class of capital stock of the Company.

On January 30, 2017, the Company issued an additional 1,050 shares of Series B preferred stock, which is reflected as a subscription receivable as of December 31, 2016. For the year ended December 31, 2017, the Company declared and paid dividends on the Series B preferred stock of $776,000.

 

Note 25—Stockholders’ Equity (continued)

On May 31, 2017, the Company filed a registration statement on Form S-1with the SEC in connection with its initial public offering (the "Registration Statement”), which was subsequently amended on June 19, 2017. The Registration Statement was declared effective by the SEC on June 29, 2017. In connection with the IPO, the Company issued 4,630,194 shares of common stock, par value $0.01 per share, which included 855,000 shares sold pursuant to the underwriters’ exercise of their option to purchase additional shares. The securities were sold at a price to the public of $19.00 per share and began trading on the New York Stock Exchange on June 30, 2017.  On July 6, 2017, the closing date of the IPO, the Company received net proceeds of $82.7 million.

On June 14, 2017, the Company’s stockholders approved the reincorporation of the Company to a Delaware corporation. Under the terms of the merger agreement, the Company reincorporated from Illinois to Delaware by merging with and into Byline Bancorp, Inc. Delaware (“Byline Delaware”), with Byline Delaware surviving (such transaction, the “Merger”).  Each share of Byline Illinois common stock issued and outstanding immediately prior to the effective time of the Merger, was converted automatically into the right to receive one fifth (0.20) of a share of common stock of Byline Delaware.  There were no fractional shares issued in connection with the Merger.   The reincorporation and share conversion are retrospectively reflected in the consolidated financial statements.

On June 16, 2017, after obtaining the necessary approval from the Federal Reserve, the Board of Directors of Byline Delaware unanimously approved the repurchase of all of the Company’s outstanding Series A preferred stock at a purchase price per share representing a liquidation value of $1,000 per share, equal to the cash value of (i) 89.469 shares of the Company’s common stock, multiplied by (ii) the initial public offering price of the common stock of $19.00 per share.  On July 14, 2017, the Company completed the repurchase of all of the Series A Preferred Stock for $25.5 million. The $10.5 million excess of the purchase price over the carrying value of the Series A was recorded as a dividend.