By Rebecca Melvin
New York, Nov. 12 – SB Financial Group Inc. has priced an offering of $10 million to $15 million of noncumulative convertible perpetual preferred shares with a liquidation preference of $1,000 per share, a dividend of 6.5% and an initial conversion premium of 17.5%, according to a filing.
At least $10 million shares must be sold for the offering to be completed. The offering is set to expire on Dec. 12, and may be extended to Jan. 26, 2015.
The offering is being marketed to existing shareholders and other members of the communities the banking company serves via syndication manager Keefe, Bruyette & Woods Inc.
The series A preferred shares can be converted into common stock at an initial conversion price is $10.34.
The bonds are non-callable for five years and then provisionally callable if shares exceed 120% of the conversion price.
About $7 million of the proceeds will be used to fund redemption of a portion of the company’s junior subordinated debentures underlying the trust preferred securities issued by the company’s RST I subsidiary.
Remaining proceeds will be used for general corporate purposes, including capital contributions to its bank subsidiary to increase regulatory capital and or investments at the holding company level.
Defiance, Ohio-based SB Financial is a community banking, mortgage banking, wealth management and item processing services company.
| Issuer: | SB Financial Group Inc.
|
| Issue: | Series A convertible preferreds
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| Amount: | $10 million to $15 million
|
| Maturity: | Perpetual
|
| Syndication manager: | Keefe, Bruyette & Woods Inc.
|
| Dividend: | 6.5%
|
| Liquidation preference: | $1,000
|
| Yield: | 6.5%
|
| Conversion premium: | 17.5%
|
| Conversion price: | $10.34
|
| Calls: | Non-callable for five years, then provisionally callable at 120% price hurdle
|
| Pricing date: | Nov. 11
|
| Stock symbol: | Nasdaq: SBFG
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| Stock price: | $8.90 at close Nov. 11
|
| Distribution: | Registered
|
| Market capitalization: | $43.4 million
|
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