Summit Financial Group Announces Completion of $75.0 Million Issuance of Subordinated Debt
November 16 2021 - 3:35PM
Summit Financial Group, Inc. (“Company” or “Summit”) (NASDAQ: SMMF)
today announced the completion of a private placement of $75
million of its 3.25% Fixed-to-Floating Rate Subordinated Notes
due 2031 (the "Notes") to certain qualified institutional buyers
and accredited investors.
The Notes will initially bear interest at a fixed annual rate of
3.25% for the first five years and will reset quarterly thereafter
to the then current three-month SOFR rate plus 230 basis
points. Beginning on December 1, 2026 through maturity, the
Notes may be redeemed, in whole or in part, at the Company’s option
with regulatory approval, on any scheduled interest payment date,
and may be redeemed, in whole but not in part, at any time upon
certain other specified events. The Notes were issued under an
indenture with UMB Bank, N.A., as trustee. The Notes are intended
to qualify as Tier 2 capital for regulatory capital purposes for
the Company.
In connection with the issuance and sale of the Notes, the
Company entered into a registration rights agreement with each of
the purchasers of the Notes pursuant to which the Company has
agreed to take certain actions to provide for the exchange of the
Notes for subordinated notes that are registered under the
Securities Act of 1933, as amended (the “Securities Act”), with
substantially the same terms as the Notes.
Summit intends to use the net proceeds from the offering for
general corporate purposes, which may include common stock
repurchases, organic growth and strategic initiatives, such as
acquisitions.
Piper Sandler & Co. served as the sole placement agent for
the offering. Bowles Rice LLP served as legal
counsel to the Company, and Troutman Pepper Hamilton Sanders
LLP served as legal counsel to the placement agent.
This press release is for informational purposes only and shall
not constitute an offer to sell, or the solicitation of an offer to
buy, any security, nor shall there by any sale in any jurisdiction
in which such an offer, solicitation or sale would be unlawful
prior to registration or qualification under the securities laws of
such jurisdiction. The Notes have not been registered under the
Securities Act and may not be offered or sold in the United
States absent 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 Summit
Summit Financial Group, Inc. is the $3.51 billion financial
holding company for Summit Community Bank, Inc. Its talented
bankers serve commercial and individual clients throughout West
Virginia, the Washington, D.C. metropolitan area, Virginia, and
Kentucky. Summit’s focus on in-market commercial lending and
providing other business banking services in dynamic markets is
designed to leverage its highly efficient operations and core
deposits in strong legacy locations. Residential and consumer
lending, trust and wealth management, and other retail financial
services are offered through convenient digital and mobile banking
platforms, including MySummit.bank, and 45 full-service branch
locations. More information on Summit Financial Group, Inc.
(NASDAQ: SMMF), headquartered in West Virginia’s Eastern Panhandle
in Moorefield, is available at SummitFGI.com.
Forward-Looking Statements
This press release contains comments or information that
constitute forward-looking statements (within the meaning of the
Private Securities Litigation Act of 1995) that are based on
current expectations that involve a number of risks and
uncertainties. Words such as “expects”, “anticipates”, “believes”,
“estimates” and other similar expressions or future or conditional
verbs such as “will”, “should”, “would” and “could” are intended to
identify such forward-looking statements.
Although we believe the expectations reflected in such
forward-looking statements are reasonable, actual results may
differ materially. Factors that might cause such a difference
include: the effect of the COVID-19 pandemic, including the
negative impacts and disruptions on the communities we serve, and
the domestic and global economy, which may have an adverse effect
on our business; current and future economic and market conditions,
including the effects of declines in housing prices, high
unemployment rates, U.S. fiscal debt, budget and tax matters,
geopolitical matters, and any slowdown in global economic growth;
fiscal and monetary policies of the Federal Reserve; future
provisions for credit losses on loans and debt securities; changes
in nonperforming assets; changes in interest rates and interest
rate relationships; demand for products and services; the degree of
competition by traditional and non-traditional competitors; the
successful integration of operations of our acquisitions; changes
in banking laws and regulations; changes in tax laws; the impact of
technological advances; the outcomes of contingencies; trends in
customer behavior as well as their ability to repay loans; and
changes in the national and local economies. We undertake no
obligation to revise these statements following the date of this
press release.
Contact: Robert S. Tissue, Executive Vice President & CFO
Telephone: (304) 530-0552 Email: rtissue@summitfgi.com
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