Private Placement

First Region Bancshares, Inc. (the "Company") is pleased to announce that the Company has completed a private placement of $7 million in aggregate principal amount of fixed-to-floating rate subordinated notes due 2032 (the "Notes") to certain qualified institutional buyers and institutional accredited investors.

The Notes will initially bear interest at 3.75% per year, payable semi-annually in arrears. Beginning Feb. 1, 2027, through the maturity date or earlier redemption, the interest rate will reset quarterly based on the then current Three-Month Term SOFR plus 236 basis points, payable quarterly in arrears. Also beginning Feb. 1, 2027, through maturity, the Notes may be redeemed in whole or in part, at the Company’s option. The Notes will mature Feb. 1, 2032.

The Notes are structured to qualify as Tier 2 capital instruments for regulatory capital purposes. The Company intends to utilize the proceeds from the sale of the Notes for repayment of existing debt and general corporate purposes, including investment in First Sentinel Bank, the Company's wholly-owned bank subsidiary.

First Region Bancshares, Inc. President & CEO John C. Thompson stated, "In the very uncertain interest rate environment all banks are operating in, we are excited to have successfully completed this subordinated debt issuance on such favorable terms."

In addition, First Region Bancshares, Inc. Executive Chairman George W. McCall, III stated, “The issuance will provide us the opportunity to grow our existing footprint and expand into new, economically vibrant markets.”

PNC FIG Advisory, part of PNC Capital Markets LLC, served as sole placement agent on the transaction. Jackson Kelly, PLLC served as legal counsel to the Company and Pillar + Aught served as legal counsel to the placement agent.

About First Region Bancshares, Inc.
First Region Bancshares, Inc. and its wholly owned subsidiary, First Sentinel Bank has grown into a leading community bank including a full array of financial services.  Our footprint consists of eight full-service branches in Russell, Tazewell, Bland and Wythe Counties in Virginia and Mercer County, West Virginia as well as loan production offices in the New River Valley of Virginia, Abingdon, Virginia and Johnson City, TN. With a strong dedication to providing for the needs of the community, First Sentinel Bank will strive to be a bank that individuals and all businesses can trust and depend on.

Forward-Looking Statements
Statements made in this press release that are not historical facts are forward-looking statements.  These forward-looking statements are not guarantees and involve risks and uncertainties that could cause actual results to differ materially from those contemplated in such forward-looking statements. Expectations and assumptions related to forward-looking statements involve judgments with respect to, among other things, future economic, competitive and market conditions and future business decisions, all of which are difficult or impossible to predict accurately and many of which are beyond the Company's control. Therefore, there can be no assurance that the expected results contemplated in the forward-looking information will be achieved and should not be relied upon or regarded as the Company's express or implied representation that any strategy, objectives or other plans will be achieved. Forward-looking statements are not a guarantee of future performance or results, are based on information available at the time the statements are made and involve known and unknown risks, uncertainties and other factors that could cause our actual results to differ materially from the information in the forward-looking statements and can change as a result of many possible events or factors, not all of which are known to us or in our control.

 

CONTACT: John C. Thompson
President & Chief Executive Officer
Phone: (276) 963-3000