Oakworth Capital, Inc. completes $35.0 million private placement of subordinated notes to support its growth strategy
BIRMINGHAM, Alabama., August 19, 2022 /PRNewswire/ — Oakworth Capital, Inc. (“Oakworth” or the “Company”), the parent company of Oakworth Capital Bank, today announced the closing of its private placement of $35.0 million in total principal amount of subordinated fixed-floating rate bonds due September 1, 2032 (the notes”).
The Notes will bear interest at a fixed annual rate of 6.00% for the first five years and will reset quarterly thereafter at the then prevailing three-month guaranteed overnight funding rate (“SOFR”) plus 327 points. basic. The Notes have been offered and sold to certain qualified institutional purchasers and accredited institutional investors on the basis of exemptions from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), pursuant to Section 4( (a)(2) of the Securities Act and Regulation D thereunder.
The Company intends to use the net proceeds of the offering for general corporate purposes, including investing in Oakworth Capital Bank to fund growth. The Company has the right to redeem the Notes, in whole or in part, on or after the fifth anniversary of the issue date of the Notes, and on any interest payment date thereafter, and to redeem the Notes at any moment in full on certain other events.
Chairman, President and CEO Scott Roseau said: “We are delighted to report the success of our subordinated debt offering. Having the substantial support of the institutional investment community in Oakworth’s history only validates our values, our vision and the execution of our business model. We plan to use this capital by continuing to serve our customers and strengthening our organic growth.”
Keefe, Bruyette & Woods, A Stifel company, served as sole placement agent. Covington & Burling LLP acted as legal counsel to the placement agent and Maynard, Cooper & Gale, PC acted as legal counsel to the Company.
This press release is for informational purposes only and does not constitute an offer to sell or the solicitation of an offer to buy any security, and there will be no offer, solicitation or sale in any jurisdiction in which any such 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 securities law and may not be offered or sold in United States the absence of 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.
About Oakworth Capital Bank
Oakworth Capital, Inc. (“the Company”) operates as a bank holding company for Oakworth Capital Bank (“the Bank”). The Bank was founded in 2008 and operates from three branches in the South East, including its head office in Birmingham, Alabama. The Company provides commercial and private banking, wealth management and advisory services to clients through United States. The company has been named the #1 “Best Bank to Work For” each year from 2018 to 2021 by American Banker. In addition, the Company obtained a Net Promoter Score (NPS) of 95 out of 100 (August 2021 at August 2022) and has a retention rate of 99%. From June 30, 2022the bank had $1,140 million of total assets, $854 million gross loans, $1,026 million deposits and $1,783 million of patrimonial and fiduciary assets under management. For more information, please visit www.oakworth.com.
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are based on the beliefs and assumptions of our management and on information currently available to our management. In some cases, you can identify forward-looking statements by words such as “may”, “will”, “should”, “could”, “objective”, “should”, “expect”, ” plans”, “intends”, “anticipates”, “believes”, “estimates”, “projects”, “predicts”, “potential”, “continues” and similar expressions intended to identify forward-looking statements. These statements involve known and unknown risks, uncertainties and other factors, which may cause our actual results, performance, timing or achievements to be materially different from any future results, performance, timing or achievements expressed or implied by forward-looking statements. Should one or more of these risks materialize, or should underlying beliefs or assumptions prove incorrect, actual results could differ materially from those anticipated by the forward-looking statements or historical results. Accordingly, you should not place undue reliance on these forward-looking statements. Risks and uncertainties that could cause our plans with respect to use the proceeds of the Notes offering to materially differ from our objectives, plans and expectations include, among others, the following possibilities: (1) geopolitical and national political developments which can increase levels of political and economic unpredictability and increase financial market volatility; (2) conditions related to the COVID-19 pandemic and other infectious disease outbreaks that may occur in the future, on our customers, employees, businesses, liquidity and financial results and general condition, including the severity and the duration of the uncertainties associated with the United States and global markets; (3) current and future economic and market conditions in United States generally or in the communities we serve, including the effects of declining property values and general slowing economic growth if such events occur; (4) the effects of and changes in trade, monetary, and tax policies and laws, including the interest rate policies of the Federal Open Market Committee of the Federal Reserve Board; (5) inflation and changes in the interest rate environment that reduce our margin and yields, the fair value of financial instruments or our level of lending, or an increase in the level of defaults payment, losses and prepayments on loans we have made and are granting; (6) changes in the level of non-performing assets and write-offs and other measures of credit quality, and their impact on the adequacy of our allowance for credit losses and our allowance for credit losses; (7) volatility in credit and equity markets and its effect on the global economy; (8) our ability to compete effectively with other banks and financial services companies and the effects of competition in the financial services industry on our business; (9) our ability to achieve loan growth and attract deposits in our market area; (10) credit-related impairment charges on our securities portfolio; (11) increased capital requirements for our continued growth or as imposed by banking regulators, which may require us to raise capital at a time when capital is not available on favorable terms or at all; (12) regulatory limits on the Bank’s ability to pay dividends to the Company; (13) changes to our capital management policies, including those regarding potential business combinations, dividends and share buybacks; (14) operational problems arising from, and/or capital expenditures necessitated by, the potential need to adapt to industry changes in the information technology systems on which we are heavily dependent; (15) our inability to attract, recruit and retain qualified executives and other personnel could impair our ability to implement our strategic plan, harm our customer relationships and adversely affect our business, results and operations and our growth prospects; (16) possible adjustment of the valuation of our deferred tax assets; (17) our ability to keep pace with technological change, including our ability to identify and address cybersecurity risks such as data security breaches, “denial of service” attacks, “hacking” and identity theft; (18) the inability of our framework to manage the risks associated with our business, including operational risk and credit risk; (19) compliance with applicable laws and governmental and regulatory requirements, including the Dodd-Frank Act and others relating to banking, consumer protection, securities, accounting and tax matters; (20) effect of changes in accounting policies and practices, as may be adopted by regulatory bodies, as well as the Public Company Accounting Oversight Board, the Financial Accounting Standards Board and other accounting standard setters; (21) expense and uncertain resolution of litigation, whether arising in the normal course of business or otherwise; (22) the availability of and competition for acquisition opportunities; (23) risks arising from domestic terrorism; (24) risks of natural disasters (including earthquakes and floods) and other events beyond our control; and (25) our success in managing the risks related to the foregoing factors.
Except to the extent required by applicable law or regulation, the Company disclaims any obligation to update these factors or to publicly announce the results of any revisions to any of the forward-looking statements included herein to reflect events or future developments.
Managing Director, Financial Director
Oakworth Capital, Inc.
SOURCE Oakworth Capital Bank