TowneBank Announces Pricing of Subordinated Notes Offering
03 Février 2022 - 12:00AM
TowneBank (the “Company”) (Nasdaq: TOWN) announced today the
pricing of its offering of $250 million of its 3.125%
fixed-to-floating rate subordinated notes due 2032 (the “Notes”).
The Notes will initially bear interest at 3.125% per annum, with
interest payable semiannually in arrears, commencing on the issue
date, to, but excluding, February 15, 2027. Commencing February 15,
2027, the interest rate on the Notes will reset quarterly to a
floating rate per annum equal to a benchmark rate that is expected
to be Three-Month Term SOFR (which is defined in the Notes) plus
168 basis points, with interest payable quarterly in arrears. The
Company may redeem the Notes, in whole or in part, on and after
February 15, 2027, at a price equal to 100% of the principal amount
of the Notes being redeemed plus accrued and unpaid interest. The
Notes will mature on February 15, 2032 if they are not earlier
redeemed.
The Company expects to close the transaction, subject to
customary conditions, on or about February 9, 2022. The Company
intends to use the net proceeds of this offering for general
corporate purposes, which may include, among other things,
redeeming the Company’s 4.5% fixed-to-floating rate subordinated
notes due 2027 after they become callable on July 30, 2022,
financing organic growth or strategic acquisitions, repurchases of
shares of the Company’s common stock, supporting regulatory capital
levels, and ongoing working capital needs. The Notes are intended
to qualify as Tier 2 capital for regulatory purposes.
Piper Sandler & Co. served as sole book-running manager for
the offering.
The Notes will be unsecured and subordinated obligations of the
Company and will rank junior in right of payment to all of the
Company’s existing and future senior indebtedness (including
deposits and claims of general creditors). The Notes will not be
guaranteed by any of the Company’s subsidiaries or affiliates.
The Notes will be issued in reliance upon an exemption from
registration under Section 3(a)(2) of the Securities Act of 1933,
as amended (the “Securities Act”), because the Notes are being
offered by a bank. The Notes will not be savings accounts or other
deposits and will be neither insured nor guaranteed by the Federal
Deposit Insurance Corporation. The Notes have not been and will not
be registered under the Securities Act or under the securities laws
of any state and may not be offered or sold absent registration or
an applicable exemption from the registration requirements of the
Securities Act and applicable state or other jurisdictions’
securities laws.
This press release does not constitute an offer to sell or a
solicitation of an offer to buy the Notes in the offering, nor
shall there be any sale of the Notes in the offering in any state
or jurisdiction in which such an offer, solicitation or sale would
be unlawful under the securities laws of any such jurisdiction.
About TowneBank:
Founded in 1999, TowneBank is a company built on relationships,
offering a full range of banking and other financial services, with
a mission of serving others and enriching lives. Dedicated to a
culture of caring, TowneBank values all employees and members by
embracing their diverse talents, perspectives, and experiences.
Today, TowneBank operates over 40 banking offices throughout
Hampton Roads and Central Virginia, as well as Northeastern and
Central North Carolina – serving as a local leader in promoting the
social, cultural, and economic growth in each community. TowneBank
offers a competitive array of business and personal banking
solutions, delivered with only the highest ethical standards.
Experienced local bankers providing a higher level of expertise and
personal attention with local decision-making are key to the
TowneBank strategy. TowneBank has grown its capabilities beyond
banking to provide expertise through its controlled divisions and
subsidiaries that include Towne Investment Group, Towne Wealth
Management, Towne Insurance Agency, Towne Benefits, TowneBank
Mortgage, TowneBank Commercial Mortgage, Berkshire Hathaway
HomeServices Towne Realty, Towne 1031 Exchange, LLC, and Towne
Vacations. With total assets of $16.36 billion as of December 31,
2021, TowneBank is one of the largest banks headquartered in
Virginia.
Forward-Looking Statements:
This press release contains certain forward-looking
statements as defined by the Private Securities Litigation Reform
Act of 1995. Forward-looking statements are not historical facts,
but instead represent only the beliefs, expectations, or opinions
of TowneBank and its management regarding future events, many of
which, by their nature, are inherently uncertain. Forward-looking
statements may be identified by the use of such words as:
“believe,” “expect,” “anticipate,” “intend,” “plan,” “estimate,” or
words of similar meaning, or future or conditional terms, such as
“will,” “would,” “should,” “could,” “may,” “likely,” “probably,” or
“possibly.” These statements may address issues that involve
significant risks, uncertainties, estimates, and assumptions made
by management. Any forward-looking statements made by us or on our
behalf speak only as of the date they are made or as of the date
indicated, and we do not undertake any obligation to update
forward-looking statements as a result of new information, future
events, or otherwise. For information on the factors that could
materially influence forward-looking statements included in this
release, see the “Risk Factors” in TowneBank’s Annual Report on
Form 10-K for the year ended December 31, 2020 and related
disclosures in other filings that have been, or will be, filed by
TowneBank with the Federal Deposit Insurance Corporation.
For more information, contact:G. Robert Aston,
Jr. 757-638-6780William B. Littreal 757-638-6813
TowneBank (NASDAQ:TOWN)
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