Financial Institutions, Inc. Announces Upsizing and Pricing of $40 Million of Subordinated Notes
April 10 2015 - 8:30AM
Financial Institutions, Inc. (the "Company") (Nasdaq:FISI)
announced today the pricing of its public underwritten offering of
$40 million of its fixed to floating rate subordinated notes due
2030 (the "Notes"). Due to market demand, the Company increased the
aggregate offering amount of the Notes to $40 million from the
previously announced amount of $35 million. The Notes will bear a
fixed rate of interest at a rate of 6.00% per year, from and
including April 15, 2015 to but excluding April 15, 2025. From and
including April 15, 2025 to the maturity date, the interest rate
shall be a floating rate equal to the three-month LIBOR determined
on the determination date of the applicable interest period plus
3.944%. The Notes were priced at 100% of their face amount.
The offering is expected to close on or about April 14, 2015,
subject to the satisfaction or waiver of customary closing
conditions.
The Company intends to treat the Notes as Tier 2 regulatory
capital. The Company plans to use the net proceeds of the offering
for general corporate purposes, including but not limited to,
contributing capital to Five Star Bank, its wholly-owned
subsidiary, organic growth initiatives, potential acquisitions to
expand its banking and other complementary non-banking businesses
should accretive opportunities arise and the payment of
dividends.
Sterne, Agee & Leach, Inc. is acting as sole book-running
manager for the offering and Sandler O'Neill + Partners, L.P. is
acting as co-manager for the offering.
This press release does not constitute an offer to sell or the
solicitation of an offer to buy, nor shall there be any sale of the
Notes in any state or jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws or any such state or
jurisdiction. Any offering of the Notes is being made only by means
of a written prospectus meeting the requirements of Section 10 of
the Securities Act of 1933, as amended.
The Notes will be offered and sold pursuant to an effective
shelf registration statement (File No. 333-202791), the prospectus
included in the registration statement, and a final prospectus
supplement relating to the offering of the Notes filed with the
Securities and Exchange Commission (the "SEC") today. Copies of the
final prospectus supplement and accompanying base prospectus
relating to the offering can be obtained without charge by visiting
the SEC's website at www.sec.gov, or may be obtained from Sterne,
Agee & Leach, Inc. by calling 212.338.4708 or by emailing
prospectusrequest@sterneagee.com.
About Financial Institutions, Inc.
Financial Institutions, Inc. provides diversified financial
services through its subsidiaries, Five Star Bank and Scott Danahy
Naylon. Five Star Bank provides a wide range of consumer and
commercial banking services to individuals, municipalities and
businesses through a network of over 50 offices throughout Western
and Central New York State. Scott Danahy Naylon provides a broad
range of insurance services to personal and business clients across
44 states. Financial Institutions, Inc. and its subsidiaries employ
over 625 individuals. The Company's stock is listed on the Nasdaq
Global Select Market under the symbol FISI and is a member of the
NASDAQ OMX ABA Community Bank Index. Additional information is
available at the Company's website: www.fiiwarsaw.com.
Safe Harbor Statement
This news release may contain "forward-looking statements,"
within the meaning of federal securities laws that involve
significant risks and uncertainties. Statements herein are based on
certain assumptions and analyses by the Company and are 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:
changes in interest rates; changes in accounting principles,
policies, or guidelines; changes in the Company's dividend policy;
significant changes in the economic scenario: significant changes
in regulatory requirements; and significant changes in securities
markets. 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 news release.
CONTACT: For additional information contact:
Kevin B. Klotzbach
Executive VP, Chief Financial Officer & Treasurer
Phone: 585.786.1130
Email: KBKlotzbach@five-starbank.com
Jordan Darrow
Darrow Associates
Phone: 631.367.1866
Email: jdarrow@darrowir.com
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