Financial Institutions, Inc. Announces Completion of $35 Million Private Placement of Subordinated Notes
2020年10月8日 - 5:05AM
Financial Institutions, Inc. (NASDAQ:FISI) (the “Company”), parent
company of Five Star Bank (the “Bank”), SDN Insurance Agency, LLC
(“SDN”), Courier Capital, LLC (“Courier Capital”) and HNP Capital,
LLC (“HNP Capital”), today announced completion of a private
placement of $35 million in aggregate principal amount of
fixed-to-floating rate subordinated notes due 2030 (the “Notes”) to
qualified institutional buyers and accredited institutional
investors.
The Notes have a maturity date of October 15, 2030 and bear
interest, payable semi-annually, at the rate of 4.375% per annum,
until October 15, 2025. Commencing on that date, the interest rate
will reset quarterly to an interest rate per annum equal to the
then current three-month secured overnight financing rate (“SOFR”)
plus 426.5 basis points, payable quarterly until maturity. The
Company is entitled to redeem the Notes, in whole or in part, on
any interest payment date on or after October 15, 2025, and to
redeem the Notes in whole at any time upon certain other specified
events. The Notes received a BBB- rating from Kroll Bond Rating
Agency.
The Company intends to use the net proceeds for general
corporate purposes, organic growth and to support regulatory
capital ratios at Five Star Bank.
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 (the “Securities Act”), with substantially the
same terms as the Notes.
“We are pleased with the successful completion of our
subordinated debt offering,” said Martin K. Birmingham, President
and Chief Executive Officer. “It was well-received by the
investment community and completed on favorable terms,
demonstrating the financial strength of our Company. The offering
provides capital for use in serving our customers, taking advantage
of growth opportunities, and strengthening the Bank’s capital
ratios. We believe the offering is a cost-effective way to increase
capital without diluting our current shareholders.”
Piper Sandler & Co. served as sole placement agent for the
offering. Harter Secrest & Emery LLP served as legal counsel to
Financial Institutions, Inc. and Kilpatrick Townsend & Stockton
LLP served as legal counsel to Piper Sandler & Co.
About Financial Institutions, Inc.
Financial Institutions, Inc. provides diversified financial
services through its subsidiaries Five Star Bank, SDN, Courier
Capital and HNP Capital. Five Star Bank provides a wide range
of consumer and commercial banking and lending services to
individuals, municipalities and businesses through a network of
approximately 50 offices throughout Western and Central New York
State. SDN provides a broad range of insurance services to
personal and business clients. Courier Capital and HNP Capital
provide customized investment management, investment consulting and
retirement plan services to individuals, businesses, institutions,
foundations and retirement plans. Financial Institutions, Inc. and
its subsidiaries employ approximately 630 individuals. The
Company’s stock is listed on the Nasdaq Global Select Market under
the symbol FISI. Additional information is available at
www.fiiwarsaw.com.
No Offer or Solicitation
This press release shall not constitute an offer to sell, a
solicitation of an offer to sell, or the solicitation or an offer
to buy any securities. There will be no sale of securities 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.
Safe Harbor Statement
This press release may contain forward-looking statements as
defined by Section 21E of the Securities Exchange Act of 1934,
as amended, that involve significant risks and uncertainties. In
this context, forward-looking statements often address our expected
future business and financial performance and financial condition,
and often contain words such as “expect,” “anticipate,” “intend,”
“plan,” “believe,” “seek,” “see,” “will,” “would,” “estimate,”
“forecast,” “target,” “preliminary,” or “range.” Statements herein
are based on certain assumptions and analyses by the Company and
factors it believes are appropriate in the circumstances. Actual
results could differ materially from those contained in or implied
by such statements for a variety of reasons including, but not
limited to: the Company’s ability to complete the exchange of Notes
for registered notes, the impact of the COVID-19 pandemic on the
Company’s customers, business, and results of operations as well as
the economy in Western New York and the United States, the
Company’s ability to implement its strategic plan, whether the
Company experiences greater credit losses than expected, whether
the Company experiences breaches of its, or third party,
information systems, the attitudes and preferences of the Company’s
customers, the Company’s ability to successfully integrate and
profitably operate SDN, Courier Capital, HNP Capital and other
acquisitions, the competitive environment, fluctuations in the fair
value of securities in its investment portfolio, changes in the
regulatory environment and the Company’s compliance with regulatory
requirements, changes in interest rates, and general economic and
credit market conditions nationally and regionally. Consequently,
all forward-looking statements made herein are qualified by these
cautionary statements and the cautionary language in the Company’s
Annual Report on Form 10-K, its Quarterly Reports on Form 10-Q and
other documents filed with the SEC. Except as required by law,
the Company undertakes no obligation to revise these statements
following the date of this press release.
For additional information contact:
Shelly J. Doran(585)
627-1362sjdoran@five-starbank.com
Financial Institutions (NASDAQ:FISI)
過去 株価チャート
から 9 2024 まで 10 2024
Financial Institutions (NASDAQ:FISI)
過去 株価チャート
から 10 2023 まで 10 2024