Northfield Bancorp, Inc. Compl – GuruFocus.com
WOODBRIDGE, N.J., June 17, 2022 (GLOBE NEWSWIRE) — NORTHFIELD BANCORP, INC. (NFBK, Financial) (the “Company”), the holding company of Northfield Bank, today announced the completion of a private placement of 5.00% fixed to floating rate subordinated notes due 2032 (the “Notes”), in an aggregate principal amount of $62.0 million, to certain qualified institutional buyers. The Company intends to use the net proceeds for general corporate purposes, including to fund any redemptions of outstanding common shares of the Company. The Notes are intended to qualify as Tier 2 capital of the Company for regulatory capital purposes.
The Notes mature on June 30, 2032, unless redeemed earlier. The Notes initially bear interest, payable semi-annually in arrears, at a fixed rate of 5.00% per annum until June 30, 2027. From June 30, 2027 and until maturity or redemption, the interest rate interest applicable to the outstanding principal amount of the Notes due will be reset quarterly at an annual interest rate equal to the three-month guaranteed overnight funding rate (SOFR) then prevailing plus 200 basis points, payable quarterly at term expired. The Company has the option to redeem the Notes, at par and in whole or in part, beginning June 30, 2027.
In connection with the issue and sale of the Notes, the Company has entered into a registration rights agreement with purchasers of the Notes pursuant to which the Company has agreed to take certain steps to provide for the exchange of the Notes for subordinated notes which are registered under the Securities Act of 1933, as amended, with substantially the same terms as the Securities.
Luse Gorman, PC acted as legal counsel to the Company. Piper Sandler & Co. served as lead placement agent and DA Davidson & Co. served as co-placement agent. Kilpatrick Townsend & Stockton LLP served as legal counsel to Piper Sandler & Co. and DA Davidson & Co.
The Notes have not been registered under the Securities Act of 1933, as amended, or any state securities law and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements. This press release is for informational purposes only and does not constitute an offer to sell or the solicitation of an offer to buy securities, and there will be no sale in any jurisdiction in which such offer, solicitation or sale would be illegal. prior to registration or qualification under the securities laws of that jurisdiction. 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 Northfield Bank and Northfield Bancorp, Inc.
Northfield Bank, founded in 1887, operates 38 full service banking locations in Staten Island and Brooklyn, New York, and Hunterdon, Middlesex, Mercer and Union counties, New Jersey. For more information about Northfield Bank, please visit www.eNorthfield.com. The common shares of the Company trade on the NASDAQ Stock Exchange under the symbol “NFBK”.
Statement on forward-looking statements
Statements in this press release that are not historical facts may constitute forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995 and such forward-looking statements are subject to significant risks and uncertainties. The Company intends that these forward-looking statements be covered by the safe harbor provisions contained in the Act. The Company’s ability to predict the actual results or effect of future plans or strategies is inherently uncertain. Factors that could have a material adverse effect on the business and future prospects of the Company and its subsidiaries include, but are not limited to, general and local economic conditions; the extent and duration of the COVID-19 pandemic and its effects on the Company’s business and that of the Company’s customers; changes in market interest rates; deposit flows; application for loans; real estate values and competition; competitive products and prices; the ability of the Company’s customers to make scheduled loan repayments; delinquency rates and trends; the Company’s ability to manage the risks associated with its business; the Company’s ability to control costs and expenses; inflation, market and currency fluctuations; changes in federal and state laws and regulations applicable to the Company’s business; the actions of the Company’s competitors; and other factors that may be disclosed in the Company’s periodic reports filed with the Securities and Exchange Commission. These risks and uncertainties should be considered when evaluating forward-looking statements and undue reliance should not be placed on such statements. The Company undertakes no obligation to update forward-looking statements, except as required by applicable law or regulation.
William R. Jacobs
Tel: (732) 499-7200 ext. 2519