NEW YORK, April 21, 2021 /PRNewswire/ - VersaBank
("VersaBank" or the "Bank") today announced the pricing of
US$75 million aggregate principal
amount of 5.00% fixed to floating rate subordinated notes due 2031
(the "Notes") in a private offering to qualified institutional
buyers pursuant to Rule 144A and to non-U.S. persons outside of
the United States in reliance on
Regulation S under the Securities Act of 1933, as amended (the
"Securities Act"). In Canada, the
Notes are to be offered and sold on a private placement basis in
certain provinces of Canada in
reliance upon one or more exemptions from prospectus requirements.
The sale of the Notes to the initial purchasers is expected to
settle on April 30, 2021, subject to
customary closing conditions, including, but not limited to, the
receipt of all necessary approvals, including approval of the
Toronto Stock Exchange and receipt of a confirmation of capital
quality from the Capital Division of the Office of the
Superintendent of Financial Institutions (Canada). The Notes will be fixed to floating
rate subordinated notes (non-viability contingent capital) of the
Bank.
The Notes will pay interest semi-annually in arrears on
May 1 and November 1 of each year, beginning on
November 1, 2021, at a fixed rate of
5.00% per year, until May 1, 2026.
Thereafter, if not redeemed by VersaBank, the Notes will have a
floating interest rate payable at the 3-month Bankers' Acceptance
Rate plus 361 basis points, payable quarterly in arrears, on
February 1, May 1, August 1 and
November 1 of each year, commencing
August 1, 2026, until the maturity
date. The Notes will mature on May 1,
2031 unless earlier repurchased or redeemed in accordance
with their terms.
On or after May 1, 2026, the Bank
may, at its option, with the prior approval of the Superintendent
of Financial Institutions (Canada), redeem the Notes, in whole at any
time or in part from time to time on not less than 30 nor more than
60 days' prior notice, at a redemption price which is equal to par,
plus accrued and unpaid interest.
The Bank estimates that the net proceeds from the offering of
Notes will be approximately US$73,875,000, after deducting the initial
purchasers' discounts and estimated offering expenses payable by
the Bank. The Bank expects to use the net proceeds from the sale of
the Notes for general corporate purposes.
The Notes have not been and are not expected to be registered
under the Securities Act, the prospectus requirements of applicable
Canadian securities laws or the securities laws of any other
jurisdiction and may not be offered or sold in the United States and Canada absent registration or an applicable
exemption from such registration and prospectus requirements.
This press release does not constitute an offer to sell or the
solicitation of an offer to buy any securities of the Bank, nor
shall it constitute an offer, solicitation or sale in any
jurisdiction in which such offer, solicitation or sale would be
unlawful. Offers of the securities were made only by means of a
private offering memorandum.
About VersaBank:
VersaBank is a Canadian Schedule I chartered bank with a
difference. VersaBank became the world's first fully digital
financial institution when it adopted its highly efficient
business-to-business model using its proprietary state-of-the-art
financial technology to profitably address underserved segments of
the Canadian banking market in the pursuit of superior net interest
margins while mitigating risk. VersaBank obtains all of its
deposits and provides the majority of its loans and leases
electronically, with innovative deposit and lending solutions for
financial intermediaries that allow them to excel in their core
businesses. In addition, leveraging its internally developed IT
security software and capabilities, VersaBank established wholly
owned, Washington, DC-based
subsidiary, DRT Cyber Inc. to pursue significant large-market
opportunities in cyber security and develop innovative solutions to
address the rapidly growing volume of cyber threats challenging
financial institutions, multi-national corporations and government
entities on a daily basis.
VersaBank's Common Shares trade on the Toronto Stock Exchange
under the symbol VB and its Series 1 Preferred Shares and Series 3
Preferred Shares trade under the symbols VB.PR.A and VB.PR.B
respectively.
Special Note Regarding Forward-Looking Statements:
This press release contains statements that constitute
"forward-looking statements" and "forward-looking information"
within the meaning of U.S. and Canadian securities laws.
Forward-looking statements give the Bank's current expectations and
projections relating to its financial condition, results of
operations, plans, objectives, future performance and business,
including the Bank's expectations regarding the transactions
described in this press release and the anticipated use of proceeds
therefrom, and can be identified by the fact that they do not
relate strictly to historical or current facts. Such
forward-looking statements may include words such as "expect,"
"anticipate," "intend," "believe," "estimate," "plan," "target,"
"strategy," "continue," "may," "will," "should," variations of such
words, or other words and terms of similar meaning. All
forward-looking statements reflect the Bank's best judgment and are
based on several factors relating to its operations and business
environment, all of which are difficult to predict and many of
which are beyond its control. Such factors include, but are not
limited to: the Bank's inability to close the offering of the
Notes; the strength of the Canadian economy in general and the
strength of local economies within Canada in which VersaBank conducts operations;
the impact of the COVID-19 pandemic; the effects of changes in
monetary and fiscal policy, including changes in interest rate
policies of the Bank of Canada;
changing global commodity prices; the effects of competition in the
markets in which VersaBank operates; capital market fluctuations;
the timely development and introduction of new products in
receptive markets; the impact of changes in laws and regulations
pertaining to financial services; changes in tax laws;
technological changes; unexpected judicial or regulatory
proceedings; unexpected change in consumer spending and saving
habits; and VersaBank's anticipation of and success in managing the
risks resulting from the foregoing. Forward-looking statements are
based on information available to the Bank on the date hereof,
and it does not have, and expressly disclaims, any obligation to
publicly release any updates or any changes in its expectations, or
any change in events, conditions, or circumstances on which any
forward-looking statement is based. The Bank's actual results and
the timing of certain events could differ materially from the
forward-looking statements. These forward-looking statements
do not reflect the potential impact of any mergers, acquisitions,
or other business combinations that had not been completed as of
the date of this release.
Visit our website at: www.versabank.com
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SOURCE VersaBank
