Oakworth Capital, Inc. Completes Private Placement of $35.0 Million of Subordinated Notes to Support Growth Strategy

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Aug 19, 2022, 16:39 ET

BIRMINGHAM, Ala., Aug. 19, 2022 /PRNewswire/ -- Oakworth Capital, Inc. ("Oakworth" or the "Company"), the parent company of Oakworth Capital Bank, today announced the completion of its private placement of $35.0 million in aggregate principal amount of fixed-to-floating rate subordinated notes due September 1, 2032 (the "Notes").

The Notes will bear interest at a fixed annual rate of 6.00% for the first five years and will reset quarterly thereafter to the then-current three-month term Secured Overnight Financing Rate ("SOFR") plus 327 basis points. The Notes were offered and sold to certain qualified institutional buyers and institutional accredited investors in reliance on exemptions from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act"), pursuant to Section 4(a)(2) of the Securities Act and Regulation D thereunder.

The Company intends to use the net proceeds from the offering for general corporate purposes, including investment in Oakworth Capital Bank to fund growth. The Company is entitled to redeem the Notes, in whole or in part, beginning on the fifth anniversary of the date the Notes were issued, and on any interest payment date thereafter, and to redeem the Notes at any time in whole upon certain other specified events.

Chairman, President and Chief Executive Officer Scott Reed said, "We are thrilled to announce the successful completion of our subordinated debt offering. To have the substantial support of the institutional investment community in the Oakworth story only validates our values, vision and the execution of our business model. We plan to utilize this capital by continuing to serve our clients and enhancing our organic growth."

Keefe, Bruyette & Woods, A Stifel Company, served as sole placement agent. Covington & Burling LLP served as legal counsel to the placement agent and Maynard, Cooper & Gale, P.C. served as legal counsel to the Company.

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 offer, solicitation, or 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 any such jurisdiction. 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 by the Federal Deposit Insurance Corporation or any other government agency or fund.

About Oakworth Capital Bank

Oakworth Capital, Inc. ("the Company") operates as the bank holding company for Oakworth Capital Bank ("the Bank"). The Bank was founded in 2008 and operates out of three branches in the Southeast, including its headquarters in Birmingham, Alabama. The Company provides commercial and private banking, wealth management and advisory services to clients across the United States. The Company was named the #1 "Best Banks to Work for" each year from 2018-2021 by American Banker. Additionally, the Company has earned a Net Promoter Score (NPS) of 95 out of 100 (August 2021 to August 2022) and has a 99% retention rate. As of June 30, 2022, the Bank had $1,140 million of total assets, $854 million of gross loans, $1,026 million of deposits and $1,783 million of wealth and trust assets under management. For more information, please visit www.oakworth.com.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are based on our management's beliefs and assumptions and on information currently available to our management. In some cases, you can identify forward-looking statements by terms such as "may," "will," "should," "could," "goal," "would," "expect," "plan," "intend," ''anticipate," "believe," "estimate," "project," "predict," "potential," "continue" and similar expressions intended to identify forward-looking statements. These statements involve known and unknown risks, uncertainties and other factors, which may cause our actual results, performance, time frames or achievements to be materially different from any future results, performance, time frames or achievements expressed or implied by the forward-looking statements. Should one or more of these risks materialize or should underlying beliefs or assumptions prove incorrect, actual results could differ materially from those anticipated by the forward-looking statements or historical results. Accordingly, you should not place undue reliance on any such forward-looking statements. Risks and uncertainties that could cause our plans with respect to the use of proceeds from the offering of the Notes to differ materially from our goals, plans and expectations include, among others, the following possibilities: (1) geopolitical and domestic political developments that can increase levels of political and economic unpredictability and increase the volatility of financial markets; (2) conditions related to the COVID-19 pandemic, and other infectious illness outbreaks that may arise in the future, on our customers, employees, businesses, liquidity, and financial results and overall condition including severity and duration of the associated uncertainties in U.S. and global markets; (3) current and future economic and market conditions in the United States generally or in the communities we serve, including the effects of declines in property values and overall slowdowns in economic growth should these events occur; (4) effects of and changes in trade, monetary and fiscal policies and laws, including the interest rate policies of the Federal Open Market Committee of the Federal Reserve Board; (5) inflation and changes in the interest rate environment that reduce our margin and yields, the fair value of financial instruments or our level of loan originations, or increase in the level of defaults, losses and prepayments on loans we have made and make; (6) changes in the level of nonperforming assets and charge-offs and other credit quality measures, and their impact on the adequacy of our allowance for credit losses and our provision for credit losses; (7) volatility in credit and equity markets and its effect on the global economy; (8) our ability to effectively compete with other banks and financial services companies and the effects of competition in the financial services industry on our business; (9) our ability to achieve loan growth and attract deposits in our market area; (10) credit related impairment charges to our securities portfolio; (11) increased capital requirements for our continual growth or as imposed by banking regulators, which may require us to raise capital at a time when capital is not available on favorable terms or at all; (12) regulatory limits on the Bank's ability to pay dividends to the Company; (13) changes in our capital management policies, including those regarding potential business combinations, dividends, and share repurchases; (14) operational issues stemming from, and/or capital spending necessitated by, the potential need to adapt to industry changes in information technology systems, on which we are highly dependent; (15) our inability to attract, recruit, and retain qualified officers and other personnel could harm our ability to implement our strategic plan, impair our relationships with customers and adversely affect our business, results of operations and growth prospects; (16) possible adjustment of the valuation of our deferred tax assets; (17) our ability to keep pace with technological changes, including our ability to identify and address cyber-security risks such as data security breaches, "denial of service" attacks, "hacking" and identity theft; (18) inability of our framework to manage risks associated with our business, including operational risk and credit risk; (19) compliance with applicable laws and governmental and regulatory requirements, including the Dodd-Frank Act and others relating to banking, consumer protection, securities, accounting and tax matters; (20) effect of changes in accounting policies and practices, as may be adopted by the regulatory agencies, as well as the Public Company Accounting Oversight Board, the Financial Accounting Standards Board and other accounting standard setters; (21) the expense and uncertain resolution of litigation matters whether occurring in the ordinary course of business or otherwise; (22) availability of and competition for acquisition opportunities; (23) risks resulting from domestic terrorism; (24) risks of natural disasters (including earthquakes and flooding) and other events beyond our control; and (25) our success in managing the risks involved in the foregoing factors.

Except to the extent required by applicable law or regulation, the Company disclaims any obligation to update such factors or to publicly announce the results of any revisions to any of the forward-looking statements included herein to reflect future events or developments.

Media Contact:

Jenifer Kimbrough
Managing Director, Chief Financial Officer
Oakworth Capital, Inc.
[email protected]
205.263.4704

SOURCE Oakworth Capital Bank