First Western Financial, Inc. (NASDAQ: MYFW), a financial services
holding company headquartered in Denver, Colorado (“First Western”
or the “Company”), today announced the issuance and sale (the
“Offering”) of $20 million in aggregate principal amount of 7.00%
Fixed-to-Floating Rate Subordinated Notes due December 15, 2032
(the “Notes”). The Company intends to use the proceeds from the
Offering for general corporate purposes.
The Notes are designed to qualify as Tier 2
capital for the Company for regulatory capital purposes and mature
on December 15, 2032 (the “Maturity Date”), and bear interest at a
fixed annual rate of 7.00%, payable semi-annually in arrears, to,
but excluding, December 15, 2027. From and including December 15,
2027 to, but excluding, the Maturity Date or early redemption date,
the interest rate will reset quarterly to an interest rate per
annum equal to Three-Month Term SOFR (as defined in the Notes), or
an alternative rate determined in accordance with the terms of the
Notes if Three-Month Term SOFR cannot be determined or a Benchmark
Transition Event (as defined in the Notes) has occurred, plus 328
basis points, payable quarterly in arrears. Notwithstanding the
foregoing, in the event that Three-Month Term SOFR or the alternate
rate if a Benchmark Transition Event has occurred is less than
zero, then Three-Month Term SOFR or the alternate rate, as the case
may be, shall be deemed to be zero. The Company is entitled to
redeem the Notes, in whole or in part, on or after December 15,
2027, and to redeem the Notes at any time in whole upon certain
other events, at a redemption price equal to 100% of the
outstanding principal amount of the Notes to be redeemed plus any
accrued and unpaid interest to, but excluding, the redemption date.
Any redemption of the Notes will be subject to prior regulatory
approval to the extent required.
Scott C. Wylie, Chairman and CEO of First
Western, said, “We are pleased to complete this subordinated debt
offering, which will further strengthen our capital ratios and
support the continued implementation of our organic and acquisitive
growth strategies that have created significant value for our
shareholders.”
Keefe, Bruyette & Woods, A Stifel
Company, acted as the sole placement agent for the Offering.
Norton Rose Fulbright US LLP served as legal counsel to the
Company, and Squire Patton Boggs LLP served as served as legal
counsel to the placement agent.
This news release is for informational purposes
only and shall not constitute an offer to sell, or the solicitation
of an offer to buy, any security, nor shall there be any offer,
solicitation, or sale in any jurisdiction in which such an offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such jurisdiction.
The Notes have not been registered under the Securities Act and may
not be offered or sold in the United States absent registration or
an applicable exemption from registration requirements. The
indebtedness evidenced by the Notes is not a deposit and is not
insured by the Federal Deposit Insurance Corporation or any other
government agency or fund.
About First Western
Financial, Inc.
First Western is a financial services holding
company headquartered in Denver, Colorado, with operations in
Colorado, Arizona, Wyoming, California, and Montana. First Western
and its subsidiaries provide a fully integrated suite of wealth
management services on a private trust bank platform, which
includes a comprehensive selection of deposit, loan, trust, wealth
planning and investment management products and services. First
Western’s common stock is traded on the Nasdaq Global Select Market
under the symbol “MYFW.” For more information, please visit
www.myfw.com.
Forward-Looking Statements
Statements in this news release regarding our
expectations and beliefs about our future financial performance and
financial condition, as well as trends in our business and markets
are “forward-looking statements” as defined in the Private
Securities Litigation Reform Act of 1995. Forward-looking
statements often include words such as “believe,” “expect,”
“anticipate,” “intend,” “plan,” “estimate,” “project,” “position,”
“outlook,” or words of similar meaning, or future or conditional
verbs such as “will,” “would,” “should,” “opportunity,” “could,” or
“may.” The forward-looking statements in this news release are
based on current information and on assumptions that we make about
future events and circumstances that are subject to a number of
risks and uncertainties that are often difficult to predict and
beyond our control. As a result of those risks and uncertainties,
our actual financial results in the future could differ, possibly
materially, from those expressed in or implied by the
forward-looking statements contained in this news release and could
cause us to make changes to our future plans. Those risks and
uncertainties include, without limitation, the COVID-19 pandemic
and its effects; integration risks and projected cost savings in
connection with acquisitions; the risk of geographic concentration
in Colorado, Arizona, Wyoming, California, and Montana; the risk of
changes in the economy affecting real estate values and liquidity;
the risk in our ability to continue to originate residential real
estate loans and sell such loans; risks specific to commercial
loans and borrowers; the risk of claims and litigation pertaining
to our fiduciary responsibilities; the risk of competition for
investment managers and professionals; the risk of fluctuation in
the value of our investment securities; the risk of changes in
interest rates; and the risk of the adequacy of our allowance for
loan losses and the risk in our ability to maintain a strong core
deposit base or other low-cost funding sources. Additional
information regarding these and other risks and uncertainties to
which our business and future financial performance are subject is
contained in our Annual Report on Form 10-K filed with the U.S.
Securities and Exchange Commission (“SEC”) on March 15, 2022 (“Form
10-K”), and other documents we file with the SEC from time to time.
We urge readers of this news release to review the “Risk Factors”
section our Form 10-K and any updates to those risk factors set
forth in our subsequent Quarterly Reports on Form 10-Q, Current
Reports on Form 8-K, and our other filings with the SEC. Also, our
actual financial results in the future may differ from those
currently expected due to additional risks and uncertainties of
which we are not currently aware or which we do not currently view
as, but in the future may become, material to our business or
operating results. Due to these and other possible uncertainties
and risks, readers are cautioned not to place undue reliance on the
forward-looking statements contained in this news release, which
speak only as of today’s date, or to make predictions based solely
on historical financial performance. Any forward-looking statement
speaks only as of the date on which it is made, and we do not
undertake any obligation to update or review any forward-looking
statement, whether as a result of new information, future
developments or otherwise, except as required by law.
Contacts:Financial Profiles, Inc.Tony
Rossi310-622-8221
MYFW@finprofiles.comIR@myfw.com
First Western Finanical (NASDAQ:MYFW)
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