Civista Bancshares, Inc. Announces Expiration and Results of Exchange Offer for 3.25% Fixed-to-Floating Rate Subordinated Notes due 2031

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Apr 29, 2022, 08:30 ET

SANDUSKY, Ohio, April 29, 2022 /PRNewswire/ -- Civista Bancshares, Inc. (NASDAQ:CIVB) ("Civista") announced today the expiration and results of its previously announced registered exchange offer to exchange any and all of its $75,000,000 aggregate principal amount of 3.25% Fixed-to-Floating Rate Subordinated Notes due 2031, which were issued in a private placement on November 30, 2021 (the "Original Notes"), for an equal principal amount of its 3.25% Fixed-to-Floating Rate Subordinated Notes due 2031, which have been registered under the Securities Act of 1933, as amended (the "Exchange Notes").

The exchange offer expired at 5:00 p.m., New York City time, on April 28, 2022. As of that time, all (100%) of the $75,000,000 aggregate principal amount of the Original Notes had been validly tendered for exchange and not validly withdrawn. All of the Original Notes validly tendered and not validly withdrawn were accepted for exchange in the exchange offer. Civista expects that settlement of the exchange offer will occur on or about May 4, 2022.

The exchange offer was made for the purpose of satisfying Civista's obligation under a registration rights agreement entered into on November 30, 2021 in connection with the issuance of the Original Notes, and does not represent a new financing transaction. The exchange offer was made upon the terms and conditions set forth in the exchange offer documents distributed to holders of the Original Notes, including the prospectus dated March 8, 2022 and the related letter of transmittal.

This press release is not an offer to buy or sell or the solicitation of an offer to buy or sell any of the securities described herein, nor shall there be any offer, solicitation or sale of such securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.

About Civista Bancshares, Inc.

Civista Bancshares, Inc. is a $3.2 billion financial holding company headquartered in Sandusky, Ohio. Civista's banking subsidiary, Civista Bank, operates 35 locations in Northern, Central and Southwestern Ohio, Southeastern Indiana and Northern Kentucky. Civista's common shares are traded on the NASDAQ Capital Market under the symbol "CIVB".

Forward Looking Statements

This press release may contain forward-looking statements regarding the financial performance, business prospects, growth and operating strategies of Civista. For these statements, Civista claims the protections of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. Statements in this press release should be considered in conjunction with the other information available about Civista, including the information in the filings we make with the Securities and Exchange Commission. Forward-looking statements provide current expectations or forecasts of future events and are not guarantees of future performance. The forward-looking statements are based on management's expectations and are subject to a number of risks and uncertainties. We have tried, wherever possible, to identify such statements by using words such as "anticipate," "estimate," "project," "intend," "plan," "believe," "will" and similar expressions in connection with any discussion of future operating or financial performance. Although management believes that the expectations reflected in such forward-looking statements are reasonable, actual results may differ materially from those expressed or implied in such statements. Risks and uncertainties that could cause actual results to differ materially include risk factors relating to the banking industry and the other factors detailed from time to time in Civista's reports filed with the Securities and Exchange Commission, including those described in "Item 1A Risk Factors" of Part I of Civista's Annual Report on Form 10-K for the fiscal year ended December 31, 2021, as the same may be updated from time to time in our subsequent filings with the Securities and Exchange Commission. Undue reliance should not be placed on the forward-looking statements, which speak only as of the date hereof. Civista does not undertake, and specifically disclaims any obligation, to update any forward-looking statement to reflect the events or circumstances after the date on which the forward-looking statement is made, or reflect the occurrence of unanticipated events, except to the extent required by law.

SOURCE Civista Bancshares, Inc.