Dime Community Bancshares, Inc. (the “Company”) (Nasdaq: DCOM)
today announced that it has priced an underwritten public offering
of 2,000,000 shares, or $50.0 million in aggregate liquidation
preference, of its 5.50% Fixed-Rate Non-Cumulative Perpetual
Preferred Stock, Series A, par value $0.01 per share (the
“Preferred Stock”), with a liquidation preference of $25.00 per
share.
The Company expects to use the net proceeds from the offering,
which are expected to be $38.5 million (gross proceeds less
underwriting discount and estimated expenses), for general
corporate purposes.
The Company has granted the underwriters a 30-day option to
purchase up to 300,000 additional shares of Preferred Stock. The
Company will pay dividends on these shares of Preferred Stock when,
as, and if declared by its board of directors, at a fixed rate of
5.50% per annum, payable quarterly, in arrears, on February 15, May
15, August 15 and November 15 of each year, with the initial
dividend period beginning on May 15, 2020 to, but excluding, the
next succeeding dividend payment date. The Preferred Stock is
perpetual and has no stated maturity. The Company may redeem the
Preferred Stock at its option at a redemption price equal to $25.00
per share, plus any declared and unpaid dividends (without regard
to any undeclared dividends), subject to applicable regulatory
approval, on or after June 15, 2025 or within 90 days following a
regulatory capital treatment event, as described in the prospectus
supplement and accompanying prospectus relating to the
offering.
This offering is a reopening of the Company’s original issuance
of the Preferred Stock, which occurred on February 5, 2020
(the “Original Shares”), and which trades on the Nasdaq Capital
Market under the symbol “DCOMP”. As of June 3, 2020, there
were 2,999,200 shares of Preferred Stock outstanding. The shares of
Preferred Stock currently being offered will be fungible with and
form a single series with the Original Shares, and will be
identical in all respects and have the same CUSIP number as the
Original Shares.
The offering is expected to close on or about June 10, 2020,
subject to customary closing conditions.
Raymond James & Associates, Inc. is acting as book-running
manager for the offering. D.A. Davidson & Co. is acting as a
co-manager.
The offering will be made only by means of a prospectus
supplement and accompanying base prospectus. The Company has filed
a registration statement (including a base prospectus) and a
preliminary prospectus supplement with the U.S. Securities and
Exchange Commission (the “SEC”) for the offering which this
communication relates and will file a final prospectus supplement
related to the offering. Copies of the final prospectus supplement
and the accompanying base prospectus for the offering, when
available, may be obtained by contacting Raymond James &
Associates, Inc. at 880 Carillon Parkway, St. Petersburg, FL 33716,
by calling 1 (800) 248-8863 or by email at
prospectus@raymondjames.com.
This release shall not constitute an offer to sell or the
solicitation of an offer to buy, nor shall there be any sale of the
securities in any state or jurisdiction in which such offer,
solicitation or sale would be unlawful prior to the registration or
qualification under the securities laws of any such state or
jurisdiction. The Preferred Stock is not a savings account, deposit
or other obligation of any of the Company’s bank or nonbank
subsidiaries. The Preferred Stock is not insured by the Federal
Deposit Insurance Corporation or any other governmental agency.
About Dime Community Bancshares, Inc.
The Company had $6.35 billion in consolidated assets as of March
31, 2020. Dime Community Bank, the Company’s wholly owned
subsidiary (the “Bank”), was founded in 1864, is headquartered in
Brooklyn, New York, and currently has 28 retail branches located
throughout Brooklyn, Queens, the Bronx, Nassau and Suffolk
Counties, New York. More information on the Company and the Bank
can be found on Dime's website at www.dime.com.
Contact: Avinash ReddySenior Executive Vice
President – Chief Financial Officer718-782-6200 extension 5909
Forward-Looking Statements
This release contains a number of forward-looking statements
within the meaning of Section 27A of the Securities Act of 1933, as
amended and Section 21E of the Securities Exchange Act of 1934, as
amended. All statements other than statements of historical fact
are forward-looking statements. These statements may be identified
by use of words such as “annualized,” “anticipate,” “believe,”
“continue,” “could,” “estimate,” “expect,” “intend,” “likely,”
“seek,” “may,” “outlook,” “plan,” “potential,” “predict,”
“project,” “should,” “will,” “would” and similar terms and phrases,
references to assumptions, to the future or otherwise regarding the
outlook for our future business and financial performance and/or
the performance of the financial services industry and economy in
general.
Forward-looking statements are based on the current beliefs and
expectations of our management, in light of management’s experience
and perception of historical trends, current conditions and
expected future developments, as well as other factors management
believes appropriate under the circumstances, and are subject to
significant risks and uncertainties. Actual results may differ
materially from those contemplated by such forward-looking
statements. A number of factors could cause actual results to
differ materially from those contemplated by the forward-looking
statements in this document. Accordingly, you should not place
undue reliance on such statements. Forward-looking statements speak
only as of the date they are made and are inherently subject to
uncertainties and changes in circumstances, including those
described under the “Risk Factors” section of the preliminary
prospectus supplement for this offering filed with the SEC on June
3, 2020, the “Risk Factors” section in the Company’s latest Annual
Report on Form 10-K and Quarterly Report on Form 10-Q, which were
filed with the SEC, and other filings that the Company makes with
the SEC from time to time. Further, given its ongoing and
dynamic nature, it is difficult to predict what effects the
COVID-19 pandemic will have on our business and results of
operations. The pandemic and related local and national economic
disruption may, among other effects, result in a decline in demand
for our products and services; increased levels of loan
delinquencies, problem assets and foreclosures; branch closures,
work stoppages and unavailability of personnel; and increased
cybersecurity risks, as employees increasingly work remotely. The
Company does not undertake any obligation to update or revise any
forward-looking statements, whether as a result of new information,
future events or otherwise, except as may be required by law.
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