CNB Financial Corporation Announces Closing of $85 Million of 3.25% Fixed-to-Floating Rate Subordinated Notes
June 03, 2021 at 04:05 pm EDT
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CNB Financial Corporation announced that it has completed a private placement of $85 million aggregate principal amount of its 3.25% fixed-to-floating rate subordinated notes due 2031 (the “Notes”) to certain “qualified institutional investors,” as defined in Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), or institutional “accredited investors,” as defined in Rule 501 of Regulation D promulgated under the Securities Act. Unless earlier redeemed, the Notes mature on June 15, 2031. The Notes will initially bear interest from and including the original issue date to but excluding June 15, 2026 or the earlier redemption, at a fixed rate of 3.25% per annum, payable semiannually in arrears on June 15 and December 15 of each year, beginning December 15, 2021, and thereafter to, but excluding, the maturity date or earlier redemption, at an interest rate per year, reset quarterly, equal to the sum of the three-month average Secured Overnight Financing Rate (“SOFR”), determined on the determination date of the applicable interest period, plus 258 basis points, payable quarterly in arrears on March 15, June 15, September 15 and December 15 of each year. The Corporation may also redeem the Notes, in whole or in part, on any interest payment date on or after June 15, 2026, and in whole at any time upon the occurrence of certain events, subject in each case to the approval of the Board of Governors of the Federal Reserve System (the “Federal Reserve”). The Notes were designed to qualify as Tier 2 capital under the Federal Reserve’s capital adequacy regulations. The Corporation expects to use the net proceeds of the offering for general corporate purposes, which may include the planned redemption of the Corporation’s existing $50 million of subordinated indebtedness, in whole or in part (subject to the receipt of any applicable regulatory approvals), and support of additional loan growth.
CNB Financial Corporation is a financial holding company. The Company conducts business primarily through its principal subsidiary, CNB Bank (the Bank). The Bank is a full-service bank engaging in a full range of banking activities and services, including trust and wealth management services, for individual, business, governmental and institutional customers. The Bank's operations include a private banking division, two loan production offices, one drive-up office, one mobile office and 51 full-service offices in Pennsylvania, Ohio, New York and Virginia. Its ERIEBANK division operates in the Pennsylvania counties of Crawford, Erie, and Warren and in the Ohio counties of Ashtabula, Cuyahoga, Geauga, Lake, and Lorain. Its FCBank division operates in the Ohio counties of Crawford, Delaware, Franklin, Knox, Marion, Morrow and Richland. Its BankOnBuffalo division operates in the New York counties of Erie and Niagara. Its Impressia Bank division operates in the Bank's primary market areas.