Sound Financial Bancorp, Inc. Completes Private Placement of $12.0 Million of Subordinated Notes
September 18 2020 - 6:30PM
Sound Financial Bancorp, Inc. (
Nasdaq:
SFBC) (the “Company”), the parent company of Sound
Community Bank (the “Bank”), today announced the completion of a
private placement of $12.0 million in aggregate principal amount of
5.25% Fixed-to-Floating Rate Subordinated Notes due 2030 (the
“Notes”). The Company intends to use the proceeds of the
private placement for general corporate purposes.
The Notes will initially bear interest at a fixed rate of 5.25%
per annum from September 18, 2020 to October 1, 2025, with
interest during this period payable semiannually in arrears. From
October 1, 2025 to the stated maturity date or early redemption
date, the interest rate will reset quarterly to an annual floating
interest rate equal to Three-Month Term Secured Overnight Financing
Rate plus 513 basis points, with interest during this period
payable quarterly in arrears. The Notes are redeemable by the
Company, in whole or in part, on or after October 1, 2025, and at
any time upon the occurrence of certain events. The Notes have been
structured to qualify as Tier 2 capital for the Company for
regulatory capital purposes.
In connection with the issuance of the Notes, the Company
recently obtained a rating from Egan-Jones Ratings Company
(“Egan-Jones”), a nationally recognized statistical rating
organization. Egan-Jones assigned the Notes an investment grade
rating of BBB.
Keefe, Bruyette & Woods, A Stifel Company acted as the sole
placement agent for the Notes offering. Silver, Freedman, Taff
& Tiernan LLP served as legal counsel to the Company and Squire
Patton Boggs (US) LLP served as legal counsel to the placement
agent.
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. This press
release is for informational purposes only and shall not constitute
an offer to sell, or the solicitation of an offer to buy any
security, nor shall there be any sale in any jurisdiction in which
such an offer, solicitation, or sale would be unlawful prior to
registration or qualification under the securities laws of such
jurisdiction. The indebtedness evidenced by the Notes is not a
deposit and is not insured by the Federal Deposit Insurance
Corporation or any other government agency or fund.
About the Company
Sound Financial Bancorp, Inc., a bank holding company, is the
parent company of Sound Community Bank, and is headquartered in
Seattle, Washington with full-service branches in Seattle, Tacoma,
Mountlake Terrace, Sequim, Port Angeles, Port Ludlow and University
Place. Sound Community Bank is a Fannie Mae Approved Lender and
Seller/Servicer with one Loan Production Office located in the
Madison Park neighborhood of Seattle, Washington. For more
information, please visit www.soundcb.com.
Forward-Looking Statements
When used in filings by the Company with the Securities and
Exchange Commission (the "SEC"), in the Company's press releases or
other public or stockholder communications, and in oral statements
made with the approval of an authorized executive officer, the
words or phrases "will likely result," "are expected to," "will
continue," "is anticipated," "estimate," "project," "intends" or
similar expressions are intended to identify "forward-looking
statements" within the meaning of the Private Securities Litigation
Reform Act of 1995. Such forward-looking statements, which are
based on various underlying assumptions and expectations and are
subject to risks, uncertainties and other unknown factors, may
include projections of our future financial performance based on
our growth strategies and anticipated trends in our business. These
statements are only predictions based on our current expectations
and projections about future events, and may turn out to be
inaccurate because of inaccurate assumptions we might make, because
of the factors illustrated below or because of other important
factors that we cannot foresee that could cause our actual results
to be materially different from the historical results or from any
future results expressed or implied by such forward-looking
statements.
Factors which could cause actual results to differ materially,
include, but are not limited to: the effect of the COVID-19
pandemic, including on the Company’s credit quality and business
operations, as well as its impact on general economic and financial
market conditions and other uncertainties resulting from the
COVID-19 pandemic, such as the extent and duration of the impact on
public health, the U.S. and global economies, and consumer and
corporate customers, including economic activity, employment levels
and market liquidity; legislative changes; changes in policies by
regulatory agencies; fluctuations in interest rates; the risks of
lending and investing activities, including changes in the level
and direction of loan delinquencies and write-offs and changes in
estimates of the adequacy of the allowance for loan losses; the
Company's ability to access cost-effective funding; fluctuations in
real estate values and both residential and commercial real estate
market conditions; demand for loans and deposits in the Company's
market area; secondary market conditions for loans; results of
examinations of the Company or its wholly owned bank subsidiary by
their regulators; competition; changes in management's business
strategies; changes in the regulatory and tax environments in which
the Company operates; and other factors described in the Company's
latest annual Report on Form 10-K and Quarterly Reports on Form
10-Q and other filings with the Securities and Exchange Commission
– which are available at www.soundcb.com and on the SEC's
website at www.sec.gov.
The Company does not undertake - and specifically declines 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.
Contact Information
Laurie StewartPresident/CEO(206) 448-0884 x306
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