Northfield Bancorp, Inc. Completes Private Placement of $62.0 Million of Subordinated Notes
17 Juin 2022 - 10:05PM
NORTHFIELD BANCORP, INC. (Nasdaq:NFBK) (the
“Company”), the holding company for Northfield Bank, announced
today the completion of a private placement offering of 5.00%
Fixed-to-Floating Rate Subordinated Notes due 2032 (the “Notes”),
in the aggregate principal amount of $62.0 million, to certain
qualified institutional buyers. The Company intends to use the net
proceeds for general corporate purposes, including to fund
potential repurchases of shares of the Company’s outstanding common
stock. The Notes are intended to qualify as Tier 2 capital for the
Company for regulatory capital purposes.
The Notes mature on June 30, 2032, unless redeemed earlier. The
Notes initially bear interest, payable semi-annually in arrears, at
a fixed rate of 5.00% per annum until June 30, 2027. Beginning June
30, 2027 and until maturity or redemption, the interest rate
applicable to the outstanding principal amount of the Notes due
will reset quarterly to an interest rate per annum equal to the
then current three-month Secured Overnight Financing Rate (SOFR)
plus 200 basis points, payable quarterly in arrears. The Company
has the option to redeem the Notes, at par and in whole or in part,
beginning on June 30, 2027.
In connection with the issuance and sale of the Notes, the
Company entered into a registration rights agreement with the
purchasers of the Notes pursuant to which the Company has agreed to
take certain actions to provide for the exchange of the Notes for
subordinated notes that are registered under the Securities Act of
1933, as amended, with substantially the same terms as the
Notes.
Luse Gorman, PC served as legal counsel to the Company. Piper
Sandler & Co. served as lead placement agent and D.A. Davidson
& Co. served as co-placement agent. Kilpatrick Townsend &
Stockton LLP served as legal counsel to Piper Sandler & Co. and
D.A. Davidson & Co.
The Notes have not been registered under the Securities Act of
1933, as amended, or any state securities laws and may not be
offered or sold in the United States absent registration or an
applicable exemption from registration requirements. This press
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 sale in any jurisdiction in which
such an offer, solicitation, or sale would be unlawful before
registration or qualification under the securities laws of such
jurisdiction. 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 Northfield Bank and Northfield Bancorp,
Inc.
Northfield Bank, founded in 1887, operates 38 full-service
banking in Staten Island and Brooklyn, New York, and Hunterdon,
Middlesex, Mercer, and Union counties, New Jersey. For more
information about Northfield Bank, please visit
www.eNorthfield.com. The Company’s common shares trade on The
NASDAQ Stock Market under the symbol “NFBK.”
Statement About Forward-Looking Statements
Statements contained in this press release that are not
historical facts may constitute forward-looking statements as that
term is defined in the Private Securities Litigation Reform Act of
1995 and such forward-looking statements are subject to significant
risks and uncertainties. The Company intends such forward-looking
statements to be covered by the safe harbor provisions contained in
the Act. The Company’s ability to predict results or the actual
effect of future plans or strategies is inherently uncertain.
Factors that could have a material adverse effect on the operations
and future prospects of the Company and its subsidiaries include,
but are not limited to, general and local economic conditions; the
scope and duration of the COVID-19 pandemic and its effects on the
Company’s business and that of the Company’s customers; changes in
market interest rates; deposit flows; demand for loans; real estate
values and competition; competitive products and pricing; the
ability of the Company’s customers to make scheduled loan payments;
loan delinquency rates and trends; the Company’s ability to manage
the risks involved in its business; the Company’s ability to
control costs and expenses; inflation, market and monetary
fluctuations; changes in federal and state legislation and
regulation applicable to the Company’s business; actions by the
Company’s competitors; and other factors that may be disclosed in
the Company’s periodic reports as filed with the Securities and
Exchange Commission. These risks and uncertainties should be
considered in evaluating forward-looking statements and undue
reliance should not be placed on such statements. The Company
assumes no obligation to update any forward-looking statements
except as may be required by applicable law or regulation.
Company Contact:William R. JacobsChief Financial OfficerTel:
(732) 499-7200 ext. 2519
Northfield Bancorp (NASDAQ:NFBK)
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