Dime Community Bancshares, Inc. (the “Company”) (Nasdaq: DCOM)
today announced the closing of its previously announced
underwritten public offering of 2,300,000 shares, or $57.5 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 underwriters have exercised in full their
option to purchase 300,000 shares of Preferred Stock, which is
included in the 2,300,000 shares of Preferred Stock referenced
above.
The Company raised approximately $44.3 million, net of
underwriting discounts and estimated expenses, from the offering
and expects to use the net proceeds for general corporate
purposes.
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) for prior dividend
periods and any accrued but unpaid (whether or not declared)
dividends for the then-current dividend period to, but excluding,
the redemption date, 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 2,999,200 shares of Preferred Stock, which occurred on
February 5, 2020 (the “Original Shares”), and which trade on
the Nasdaq Capital Market under the symbol “DCOMP.” The shares of
Preferred Stock issued on June 10, 2020 are fungible with and form
a single series with the Original Shares, and are identical in all
respects and have the same CUSIP number as the Original Shares. As
of June 10, 2020, there were 5,299,200 shares of Preferred
Stock outstanding.
Raymond James & Associates, Inc. acted as book-running
manager for the offering. D.A. Davidson & Co. acted as a
co-manager.
The Company previously filed a registration statement (including
a base prospectus) and a prospectus supplement with the U.S.
Securities and Exchange Commission (the “SEC”) for the offering
which this communication relates and has filed a final prospectus
supplement related to the offering. Copies of the final prospectus
supplement and the accompanying base prospectus for the offering
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 prospectus
supplement for this offering filed with the SEC on June 4, 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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