By March 7, 2022 News

Richwood, Ohio

Richwood Bancshares, Inc. (the “Company”), the parent holding company of The Richwood Banking Company, Inc. (the “Bank”), today announced the successful completion of a private placement of $15.0 million aggregate principal amount of its 3.75% Fixed-to-Floating Rate Subordinated Notes due March 15, 2032 (the “Notes”) to various qualified institutional buyers and accredited investors (the “Offering”).  The price for the Notes was 100% of the principal amount of the Notes.  The Notes are intended to qualify as Tier 2 capital for regulatory purposes.  The Company intends to use the net proceeds from the Offering for general corporate purposes, including extinguishing the Company’s existing term loan facility and financing organic growth. Although the Company does not currently intend to use any of the proceeds of the Subordinated Notes to make contributions to the Bank, it reserves the right to do so.

Interest on the Notes will accrue at a rate equal to (i) 3.75% per annum from the original issue date to, but excluding, March 15, 2027, payable semi-annually in arrears, and (ii) a floating rate per annum equal to a benchmark rate, which is expected to be the Three-Month Term SOFR (as defined in the Notes), plus a spread of 215 basis points from and including March 15, 2027 until maturity, payable quarterly in arrears.  Beginning on March 15, 2027 through maturity, the Notes may be redeemed, at the Company’s option, on any scheduled interest payment date.  Any redemption will be at a redemption price equal to 100% of the principal amount of Notes being redeemed, plus accrued and unpaid interest.

Chad L. Hoffman, Chairman, President & CEO of Richwood Bancshares stated, “We are very excited to announce the successful completion of our recent subordinated debt offering on favorable terms.  We intend to use the net proceeds to extinguish the Company’s existing term loan facility and finance continued organic growth.”

Boenning & Scattergood, Inc. served as financial advisor to the Company and acted as the sole placement agent for the Offering and was represented by Tucker Ellis LLP as legal counsel.  Dinsmore & Shohl LLP served as the Company’s legal counsel in the Offering.

Richwood Bancshares, Inc. is a financial holding company headquartered in Richwood, Ohio.  Through its subsidiary, The Richwood Banking Company, the Bank offers a complete line of personal banking, business banking and wealth management, marketing, and payroll services to retail and commercial customers. Richwood Bank operates nine full-service bank branches in five Ohio counties and has served central Ohio for more than 150 years.

This press release contains certain forward-looking statements that are based on assumptions and may describe future plans, strategies and expectations of the Company. Forward-looking statements can be identified by the fact that they do not relate strictly to historical or current facts. They often include words like “believe,” “expect,” “anticipate,” “estimate” and “intend” or future or conditional verbs such as “will,” “would,” “should,” “could” or “may.” Certain factors that could cause actual results to differ materially from expected results include the COVID-19 pandemic, changes in the interest rate environment, changes in general economic conditions, legislative and regulatory changes that adversely affect the business of the Company and the Bank, and changes in the securities markets.  Except as required by law, the Company does not undertake any obligation to update any forward-looking statements to reflect changes in belief, expectations or events.

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