TowneBank Announces Pricing for Subordinated Notes Offering

SUFFOLK, Va., Feb. 02 12, 2022 (GLOBE NEWSWIRE) — TowneBank (the “Company”) (Nasdaq: TOWN) today announced the pricing for its $250 million offering of its 3.125% Fixed to Floating Rate Subordinated Notes Due 2032 ( the obligations “). The notes will initially bear interest at 3.125% per annum, interest being payable semi-annually in arrears, from the date of issue, until February 15, 2027 excluded. Beginning February 15, 2027, the interest rate on the Notes will reset quarterly. at a variable rate per annum equal to a reference rate which should be the three-month SOFR (which is defined in the Notes) plus 168 basis points, with interest payable quarterly in arrears. The Company may redeem the Notes, in whole or in part, on or after February 15, 2027, at a price equal to 100% of the principal amount of the Notes redeemed plus accrued and unpaid interest. The Notes will mature on February 15, 2032 if not redeemed earlier.

The Company expects to close the transaction, subject to customary conditions, on or about February 9, 2022. The Company intends to use the net proceeds of this offering for general corporate purposes, which may include , among others, the repurchase of the Company’s 4.5% stake in subordinated fixed-to-floating rate bonds due 2027 after their redemption on July 30, 2022, financing organic growth or strategic acquisitions, repurchases of ordinary shares of the Company, supporting regulatory capital levels and ongoing working capital requirements. The Notes are intended to qualify as Tier 2 capital for regulatory purposes.

Piper Sandler & Co. was the sole bookkeeper for the offering.

The Notes will constitute unsecured and subordinated obligations of the Company and will have a lower right of payment than all existing and future senior indebtedness of the Company (including deposits and claims of general creditors). The Notes will not be guaranteed by any of the Company’s subsidiaries or affiliates.

The Notes will be issued on the basis of an exemption from registration under Section 3(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), as the Notes are being offered by a Bank. The Notes will not be savings accounts or other deposits and will not be insured or guaranteed by the Federal Deposit Insurance Corporation. The Notes have not been and will not be registered under the Securities Act or under any state securities laws and may not be offered or sold absent registration or an applicable exemption. registration requirements of the Securities Act and state or other applicable jurisdictions. securities laws.

This press release does not constitute an offer to sell or a solicitation of an offer to buy Notes under the Offer, and there will be no sale of Notes under the Offer at any time. State or jurisdiction in which such offer, solicitation or sale would be unlawful under the securities laws of such jurisdiction.

About Towne Bank:

Founded in 1999, TowneBank is a relationship-based company, providing a full range of banking and other financial services, with a mission to serve others and enrich lives. Dedicated to a culture of caring, TowneBank values ​​all employees and members by embracing their diverse talents, perspectives and experiences.

Today, TowneBank operates more than 40 banking offices across Hampton Roads and Central Virginia, as well as Northeast and Central North Carolina – acting as a local leader in promoting social growth, cultural and economic in each community. TowneBank offers a competitive range of corporate and personal banking solutions, delivered only with the highest ethical standards. Experienced local bankers offering a superior level of expertise and personal attention to local decision-making are essential to TowneBank’s strategy. TowneBank has developed its capabilities beyond the banking sector to provide expertise through its controlled divisions and subsidiaries including Towne Investment Group, Towne Wealth Management, Towne Insurance Agency, Towne Benefits, TowneBank Mortgage, TowneBank Commercial Mortgage, Berkshire Hathaway HomeServices Towne Realty, Towne 1031 Exchange, LLC and Towne Vacations. With total assets of $16.36 billion as of December 31, 2021, TowneBank is one of the largest banks headquartered in Virginia.

Forward-looking statements:

This press release contains certain forward-looking statements as defined by the Private Securities Litigation Reform Act of 1995. Forward-looking statements are not historical facts but represent only the beliefs, expectations or opinions of TowneBank and its management regarding future events, many of which, by their nature, are inherently uncertain. Forward-looking statements can be identified by the use of words such as “believe”, “expect”, “anticipate”, “intend”, “plan”, “estimate”, or words of similar meaning, or future or conditional terms. , such as “will”, “would”, “should”, “could”, “could”, “probable”, “probably”, or “maybe”. These statements may address matters involving significant risks, uncertainties, estimates and assumptions made by management. Any forward-looking statement made by or on our behalf speaks only as of the date on which it is made or as of the date indicated, and we undertake no obligation to update any forward-looking statements as a result of new information, future events, or otherwise. For additional information on factors that could materially affect the forward-looking statements included in this release, see “Risk Factors” in TowneBank’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020 and related information in other filings which have been, or will be filed by TowneBank with the Federal Deposit Insurance Corporation.

For more information contact:
G.Robert Aston, Jr. 757-638-6780
William B. Littreal 757-638-6813

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