Civista Bancshares, Inc. Announces Extension of Exchange Offer for 3.25% Fixed-Floating Rate Subordinated Notes Due 2031


SANDUSKY, Ohio, April 14, 2022 /PRNewswire/ — Civista Bancshares, Inc. (NASDAQ: CIVB) (“Civista”) announced today that it has extended its registered exchange offer to exchange all or a portion of its $75,000,000 aggregate principal amount of 3.25% fixed to floating rate subordinated notes due 2031, which were issued pursuant to a private placement on November 30, 2021for an equal principal amount of its 3.25% fixed to floating rate subordinated notes due 2031, which were registered under the Securities Act of 1933, as amended.

The exchange offer, which was to expire at 5:00 p.m., New York City It’s time April 14, 2022will now expire at 5:00 p.m., New York City It’s time April 21, 2022, unless further extended by Civista. All other terms, provisions and conditions of the Exchange Offer will remain in full force and effect. From 5:00 p.m., New York City It’s time April 14, 2022, $68,250,000 the entire principal amount of outstanding notes had been returned to the exchange, representing approximately 91% of outstanding notes.

The terms of the exchange offer are specified in a prospectus dated March 8, 2022, and the related letter of transmittal. Requests for assistance or copies of documents related to the exchange offer, including the prospectus and cover letter, should be directed to the exchange agent, UMB Bank, NA, at (713) 300-0587.

This press release does not constitute an offer to buy or sell, or the solicitation of an offer to buy or sell, any of the securities described herein, and there will be no offer, solicitation or sale of such securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. A registration statement on Form S-4 relating to the exchange offer was declared effective by the Securities and Exchange Commission on March 72022. The exchange offer is made only pursuant to the terms of the exchange offer documents, including the prospectus dated March 8, 2022and the related letter of transmittal.

About Civista Bancshares, Inc.

Civista Bancshares, Inc. is a $3.0 billion financial holding company headquartered in Sandusky, Ohio. Civista’s banking subsidiary, Civista Bank, operates 35 locations in the north, central and Southwestern Ohio, Southeast Indiana and Northern Kentucky. Civista common stock trades on the NASDAQ Capital Market under the symbol “CIVB”.

Forward-looking statements

This press release may contain forward-looking statements regarding Civista’s financial performance, business prospects, growth and operating strategies. For these statements, Cavista claims the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. The statements in this press release should be considered in conjunction with other information available about Cavista, including including information contained in our filings with the Securities and Exchange Commission. Forward-looking statements provide current expectations or forecasts of future events and are not guarantees of future performance. Forward-looking statements are based on management’s expectations and are subject to a number of risks and uncertainties. We have attempted, where possible, to identify these statements by using words such as “anticipate”, “estimate”, “project”, “intend”, “plan”, “believe”, ” want” and similar expressions in connection with any discussion of future operating or financial performance. Although management believes that the expectations reflected in these forward-looking statements are reasonable, actual results may differ materially from those expressed or implied by these statements. Risks and uncertainties that could cause actual results to differ materially include the banking industry risk factors and 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” in Part I of Civista’s Annual Report on Form 10-K for the year ended December 31, 2021, as these may be updated from time to time in our subsequent filings with the Securities and Exchange Commission. Undue reliance should not be placed on 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 events or circumstances after the date on which the forward-looking statement is made, or to reflect the occurrence of unforeseen events, except to the extent required. by the law.

SOURCECivista Bancshares, Inc.


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