Bankwell Financial Group, Inc. (NASDAQ:BWFG) (the “Company” or
“Bankwell”), the parent company of Bankwell Bank, today announced that
it has completed a private placement of $25.5 million in aggregate
principal amount of fixed rated subordinated notes (the “Notes”) to
certain institutional investors. The Notes are non-callable for five
years, have a stated maturity of August 15, 2025, and bear interest at a
quarterly pay fixed rate of 5.75% per year to the maturity date or any
early redemption date.
The Notes have been structured to quality for the Company as Tier 2
capital under regulatory guidelines. The Company plans to use the net
proceeds from the sales of the Notes for general corporate purposes,
including to redeem the approximately $11.0 million outstanding of its
Senior Noncumulative Perpetual Preferred Stock issued in 2011 to the
U.S. Treasury under the Small Business Lending Fund Program. The Notes
were assigned an investment grade rating of BBB by Kroll Bond Rating
Agency.
Keefe, Bruyette & Woods, A Stifel Company, served as the sole
placement agent for the private offering. Hinckley, Allen & Snyder LLP
served as issuer’s counsel and Goodwin Procter LLP served as placement
agent’s counsel.
The Notes have not been registered under the Securities Act of 1933, as
amended, or any state securities laws and may not be offered or sold in
the United States absent registration or an applicable exemption from
registration requirements. The Company has agreed to take steps to
exchange the privately placed notes for registered notes having
substantially the same terms and to file a registration statement with
the Securities and Exchange Commission in connection therewith.
This press release does not constitute an offer to sell, or the
solicitation of an offer to buy, any security and will not constitute an
offer, solicitation or sale in any jurisdiction in which such offering
would be unlawful.
About Bankwell Financial Group, Inc.
Bankwell is a commercial bank that serves the banking and lending needs
of residents and businesses throughout Fairfield and New Haven Counties,
CT. For more information about this press release, interested parties
may contact Christopher R. Gruseke, President and Chief Executive
Officer or Ernest J. Verrico Sr., Executive Vice President and Chief
Financial Officer of Bankwell Financial Group at (203) 652-0166.
For more information, visit www.mybankwell.com.
Forward-Looking Statements
This news release contains certain forward-looking statements
which are based on certain assumptions and describe future plans,
strategies and expectations of the Company. These forward-looking
statements are generally identified by use of the words "believe,"
"expect," "intend," "anticipate," "estimate," "project," or similar
expressions. The Company's ability to predict results or the actual
effect of future plans or strategies is inherently uncertain. Factors
which could have a material adverse effect on the operations of the
Company and its subsidiaries include, but are not limited to, those
factors set forth in Item 1A – Risk Factors of the Company's Annual
Report on Form 10-K, as filed with the Securities Exchange Commission,
and changes in interest rates, general economic conditions,
legislative/regulatory changes, monetary and fiscal policies of the U.S.
Government, including policies of the U.S. Treasury and the Federal
Reserve Board, the quality or composition of the loan or investment
portfolios, demand for loan products, deposit flows, competition, demand
for financial services in the Company's market area and accounting
principles and guidelines. These risks and uncertainties should be
considered in evaluating forward-looking statements and undue reliance
should not be placed on such statements. The Company does not undertake,
and specifically disclaims any obligation, to publicly release the
result of any revisions which may be made to any forward-looking
statements to reflect events or circumstances after the date of such
statements or to reflect the occurrence of anticipated or unanticipated
events.
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