Pathward Financial, Inc.™ Announces Completion of $20 Million Subordinated Notes Offering
September 26 2022 - 9:00AM
Business Wire
Pathward Financial, Inc.™ (“Pathward Financial”, the “Company”)
(Nasdaq: CASH), today announced the completion of a private
placement offering of $20 million of its 6.625% Fixed-to-Floating
Rate Subordinated Notes due 2032 (the “Notes”) to certain qualified
institutional buyers and accredited investors. The Notes will
initially bear interest at a fixed annual rate of 6.625% per annum,
payable semi-annually in arrears for the first five years, and will
reset quarterly thereafter, to the then-current three-month SOFR
rate plus 314 basis points, payable quarterly in arrears. The Notes
will mature on September 30, 2032, unless earlier redeemed.
Beginning on September 30, 2027, the Notes may be redeemed, in
whole or in part, at the Company's option subject to regulatory
approval, on any scheduled interest payment date. Prior to
September 30, 2027, the Notes may be redeemed, in whole but not in
part, at any time upon certain other specified events.
In connection with the issuance and sale of the Notes, the
Company entered into a registration rights agreement with each of
the purchasers of the Notes pursuant to which the Company has
agreed to take certain actions to provide for the exchange of the
Notes for subordinated notes that are registered under the
Securities Act of 1933, as amended (the "Securities Act"), with
substantially the same terms as the Notes (the "Exchange
Offer").
"We are pleased to announce the successful completion of our
subordinated debt offering," commented CEO, Brett Pharr. "The
positive response of our investors speaks not only to the
attractive nature of this offering, but also the Company’s strength
and outlook. This transaction strengthens our ability to continue
to deliver shareholder value while maintaining strong capital
levels and continuing to serve our mission of powering financial
inclusion for all."
The Notes are intended to qualify as Tier 2 capital for
regulatory capital purposes. The Notes were issued under an
indenture with UMB Bank, N.A., as trustee. The Company intends to
use the net proceeds of the offering for general corporate purposes
and potential repurchases of the Company's common stock.
The Notes, which constitute unsecured subordinated indebtedness
of Pathward Financial, were rated BBB (stable) by Kroll Bond Rating
Agency, LLC.
Piper Sandler Companies acted as sole placement agent for the
offering.
This press release is for informational purposes only and is not
an offer to sell or a solicitation of an offer to purchase any
security of the Company, which is made only by means of a
prospectus supplement and related base prospectus, nor will there
be any sale of any security in any jurisdiction in which such
offer, solicitation or sale is not permitted or would be unlawful.
The Notes have not been registered under the Securities Act and may
not be offered or sold in the United States absent registration or
an applicable exemption from registration requirements. The
indebtedness evidenced by the Notes is not a deposit and is not
insured or guaranteed by the Federal Deposit Insurance Corporation
or any other governmental agency or fund.
Forward-Looking Statements
This press release includes forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of
1995, Section 27A of the Securities Act, and Section 21E of the
Securities Exchange Act of 1934, as amended, including but not
limited to statements about the anticipate use of net proceeds from
the offering, the quotations from Brett Pharr, the Exchange Offer
and other matters. These statements are often, but not always, made
through the use of words or phrases such as “may,” “might,”
“should,” “could,” “predict,” “plan,” “project,” “believe,”
“expect,” “continue,” “will,” “anticipate,” “intend,” “would,”
“estimate,” target,” “potential,” or the negative version of those
words or other comparable words or phrases of a future or
forward-looking nature. Accordingly, we caution you that any such
forward-looking statements are not guarantees of future performance
and are subject to risks, assumptions, estimates and uncertainties
that are difficult to predict. Although we believe that the
expectations reflected in these forward-looking statements are
reasonable as of the date made, actual results may prove to be
materially different from the results expressed or implied by the
forward-looking statements as a result of various risks,
uncertainties and other factors. For a discussion of some of the
risks and important factors that could affect our future results
and financial condition, see our SEC filings, including, but not
limited to, our Annual Report on Form 10-K for the fiscal year
ended September 30, 2021. The Company expressly disclaims any
intent or obligation to update any forward-looking statements,
whether written or oral, that may be made from time to time by or
on behalf of Pathward or its subsidiaries, whether as a result of
new information, changed circumstances or future events, or for any
other reason.
About Pathward Financial, Inc.™
Pathward Financial, Inc. (Nasdaq: CASH) is a U.S.-based
financial holding company driven by its purpose to power financial
inclusion for all™. Through our subsidiary, Pathward™, N.A., we
strive to increase financial availability, choice, and opportunity
across our Banking as a Service and Commercial Finance business
lines. These strategic business lines provide end-to-end support to
the individuals and businesses. Learn more at
www.pathwardfinancial.com.
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Investor Relations Contact Justin Schempp 877-497-7497
jschempp@metabank.com
Media Relations Contact mediarelations@metabank.com
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