Patriot National Bancorp, Inc. (“Patriot”) (NASDAQ: PNBK) announced
today that it has formally extended the maturity of its $12 million
of senior notes that were to mature on December 22, 2021. The
extension provides for the same terms under the existing senior
notes, other than that they can be repaid anytime on or before June
30, 2022. The purpose of the extension is to provide Patriot with
the time necessary to raise its intended $80 million of
subordinated notes as part of Patriot’s proposed recapitalization
and the proposed merger of American Challenger Development Corp.
(“American Challenger”) into Patriot via reverse subsidiary merger,
which was recently announced on November 15, 2021.
To access the announcement of the proposed Patriot/American
Challenger merger and the Patriot recapitalization on
globenewswire.com, visit:
https://www.globenewswire.com/news-release/2021/11/15/2334265/31179/en/Patriot-National-Bancorp-and-American-Challenger-Development-Corp-agree-to-merge-and-create-largest-digital-challenger-bank-in-America.html
For more information or to arrange interviews, please contact
Tom Butler at 646-213-1802 or
<tbutler@butlerassociates.com>
Cautionary Statement About Forward-Looking
Statements:
This release includes “forward-looking
statements” within the meaning of the Private Securities Litigation
Reform Act of 1995 regarding the financial condition, results of
operations, business plans and future performance of Patriot and
American Challenger. Words such as “anticipates,” “believes,”
“estimates,” “expects,” “forecasts,” “intends,” “plans,”
“projects,” “targets,” “designed,” “could,” “may,” “should,” “will”
or other similar words and expressions are intended to identify
these forward-looking statements. These forward-looking statements
are based on Patriot’s and American Challenger’s current
expectations and assumptions regarding Patriot’s and American
Challenger’s businesses, the economy, and other future
conditions.
Because forward-looking statements relate to
future results and occurrences, they are subject to inherent risks,
uncertainties, changes in circumstances and other factors that are
difficult to predict. Many possible events or factors could affect
Patriot’s and/or American Challenger’s future financial results and
performance and could cause the actual results, performance or
achievements of Patriot and American Challenger to differ
materially from any anticipated results expressed or implied by
such forward-looking statements. Such risks and uncertainties
include, among others, (1) the risk that the cost savings, any
revenue synergies and other anticipated benefits of the proposed
transactions may not be realized or may take longer than
anticipated to be realized, including as a result of the impact of,
or problems arising from, the integration of the two companies or
as a result of the condition of the economy and competitive factors
in areas where Patriot does business, (2) disruption to the
parties’ business activities as a result of the announcement and
pendency of the proposed transactions and diversion of management’s
attention from ongoing business activities and opportunities, (3)
the occurrence of any event, change or other circumstances that
could give rise to the right of one or both of the parties to
terminate the Merger Agreement, dated November 14, 2021, between
Patriot and American Challenger (the “Merger Agreement”), or the
investment agreements between Patriot and the investors in the
recapitalization, (4) the risk that the integration of Patriot and
American Challenger will be materially delayed or will be more
costly or difficult than expected or that Patriot and American
Challenger are otherwise unable to successfully integrate their
companies, (5) the failure to obtain the necessary approvals of
Patriot’s shareholders, (6) the outcome of any legal proceedings
that may be instituted against Patriot and/or American Challenger,
(7) the failure to obtain required governmental approvals or a
delay in obtaining such approvals (and the risk that such approvals
may result in the imposition of conditions that could adversely
affect the combined company or the expected benefits of the
proposed transactions), (8) reputational risk and potential adverse
reactions of Patriot’s and/or American Challenger’s customers,
suppliers, employees or other business partners, as applicable,
including those resulting from the announcement or completion of
the proposed transactions, (9) the failure of any of the closing
conditions in the Merger Agreement or Investment Agreements to be
satisfied on a timely basis or at all, (10) delays in closing the
proposed merger or recapitalization, (11) the possibility that the
proposed merger and recapitalization may be more expensive to
complete than anticipated, including as a result of unexpected
factors or events, (12) the dilution caused by Patriot’s issuance
of additional shares of its capital stock in connection with the
proposed transactions, (13) general competitive, economic,
political and market conditions, (14) other factors that may affect
future results of Patriot, including changes in asset quality and
credit risk, the inability to sustain revenue and earnings growth,
changes in interest rates and capital markets, inflation, customer
borrowing, repayment, investment and deposit practices, the impact,
extent and timing of technological changes, capital management
activities, and other actions of the Federal Reserve Board and
legislative and regulatory actions and reforms, and (15) the impact
of the ongoing global COVID-19 pandemic on Patriot’s and/or
American Challenger’s businesses, the ability to complete the
proposed transactions and/or any of the other foregoing risks.
Except to the extent required by applicable law
or regulation, each of Patriot and American Challenger disclaims
any obligation to update such factors or to publicly announce the
results of any revisions to any of the forward-looking statements
included in this communication to reflect future events or
developments. Further information regarding Patriot which could
affect the forward-looking statements contained herein can be found
in Patriot’s Annual Report on Form 10-K for the fiscal year ended
December 31, 2020, its subsequent Quarterly Reports on Form 10-Q,
and its other filings with the Securities and Exchange Commission
(“SEC”) and in the proxy statement related to the proposed
transactions.
Additional Information and Where to Find
It
In connection with the proposed merger and
recapitalization, Patriot will file a proxy statement and other
relevant documents with the SEC. SHAREHOLDERS ARE ADVISED
TO READ THE PROXY STATEMENT WHEN IT BECOMES AVAILABLE AND ANY OTHER
RELEVANT DOCUMENTS FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR
SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION. Shareholders may obtain a free copy of the
proxy statement (when available) and other documents filed by
Patriot at the SEC’s website at http://www.sec.gov. The proxy
statement and such other documents may also be obtained for free
from Patriot by directing such request to Patriot at 900 Bedford
Street, Stamford, CT, 06901, Attention: Michael Carrazza,
telephone: 203-251-8230.
Participants in the
Solicitation
Patriot and its directors, executive officers
and other members of its management and employees may be deemed to
be participants in the solicitation of proxies from its
shareholders in connection with the merger and recapitalization. A
list of the names of such directors and executive officers and
information concerning such participants’ ownership of Patriot
common stock is set forth in Patriot’s information statements and
Annual Reports on Form 10-K, previously filed with the SEC.
Additional information about the interests of those participants
may be obtained from reading the proxy statement relating to the
merger and recapitalization when it becomes available, or by
directing a request to Patriot at 900 Bedford Street, Stamford, CT,
06901, Attention: Michael Carrazza, telephone: (203) 251-8230.
American Challenger and its directors and
executive officers may also be deemed to be participants in the
solicitation of proxies from Patriot’s shareholders in connection
with the merger and recapitalization. A list of the names of such
directors and executive officers and information regarding their
interests in the merger will be contained in the proxy statement
when available.
About Patriot National Bancorp,
Inc.
Founded in 1994, and now celebrating its 27th
year, Patriot National Bancorp, Inc. is the parent holding company
of Patriot Bank N.A., a nationally chartered bank headquartered in
Stamford, CT. It operates nine branch locations: in Scarsdale, NY;
and Darien, Fairfield, Greenwich, Milford, Norwalk, Orange,
Stamford, Westport, CT with Express Banking locations at
Bridgeport/ Housatonic Community College, downtown New Haven and
Trumbull at Westfield Mall. The Bank also maintains SBA lending
offices in Stamford, Connecticut, Florida, Georgia, Ohio, along
with a Rhode Island operations center. Patriot’s mission is to
serve its local community and nationwide customer base by providing
a growing array of banking solutions to meet the needs of
individuals and small businesses owners. Patriot places great value
in the integrity of its people and how it conducts business. An
emphasis on building strong client relationships and community
involvement are cornerstones of our philosophy as we seek to
maximize shareholder value.
About American Challenger Development
Corp.
American Challenger was formed in January 2020
for purposes of establishing a new digital national bank
headquartered in Stamford, CT and developing best-in-class digital
banking technology and software. More information is available at
americanchallenger.com.
Patriot National Bancorp (NASDAQ:PNBK)
Historical Stock Chart
From Jun 2024 to Jul 2024
Patriot National Bancorp (NASDAQ:PNBK)
Historical Stock Chart
From Jul 2023 to Jul 2024