U.S. Century Bank (USCB) announced yesterday the pricing of the initial public offering of 4,000,000 shares of its Class A common stock, at a public offering price of $10.00 per share for expected net proceeds to U.S. Century Bank, after deducting the underwriting discount and estimated offering expenses, of approximately $34.0 million. The shares are expected to begin trading on Friday, July 23, 2021, on The Nasdaq Global Market under the symbol "USCB." The offering is expected to close on or about July 27, 2021, subject to the satisfaction of customary closing conditions. U.S. Century Bank has granted the underwriters a 30-day option to purchase up to an additional 600,000 shares of its Class A common stock, at the initial public offering price of $10.00 per share, minus the underwriting discount. If the underwriters' option is exercised in full, it is expected to result in additional net proceeds to U.S. Century Bank of approximately $5.6 million after deducting the underwriting discount and estimated offering expenses.
U.S. Century Bank intends to use the net proceeds from this offering to support continued growth, including organic growth and potential future acquisitions, as well as for the redemption of any remaining outstanding shares of U.S. Century Bank preferred stock following the completion of the voluntary exchange offer being separately conducted, pursuant to which U.S. Century Bank has offered all holders of outstanding Class C preferred stock and Class D preferred stock the ability to exchange such shares for shares of its Class A common stock at the initial offering price. The exchange offer expired on July 21, 2021 and closed effective as of yesterday, with U.S. Century Bank accepting for exchange approximately $102.8 million in total aggregate liquidation amount of Class C and Class D preferred stock in exchange for Class A common stock, which Class A common stock was issued at the exchange rate established by the initial offering price established in the public offering.
Keefe, Bruyette & Woods, A Stifel Company, is acting as the sole bookrunner in the offering, and Raymond James & Associates, Inc. and Piper Sandler & Co. are acting as co-managers.
A registration statement on Form 10 relating to these securities has been filed with the Federal Deposit Insurance Corporation ("FDIC") and was declared effective by the FDIC on July 22, 2021. The offering has been made only by means of a preliminary offering circular attached as an exhibit to such registration statement on Form 10. The preliminary offering circular relating to the offering and a registration statement on Form 10 that have been filed with the FDIC are available at https://efr.fdic.gov/fcxweb/efr/index.html. In addition, copies of the final offering circular may be obtained (when available) from Keefe, Bruyette & Woods, A Stifel Company, 787 Seventh Avenue, Fourth Floor, New York, NY 10019, attention: Equity Capital Markets, or by calling (800) 966-1559.
This press release is for informational purposes only and shall not constitute an offer to sell or a solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. These securities are neither insured nor approved by the FDIC, the Securities and Exchange Commission, the Florida Office of Financial Regulation or any other regulatory body.
About U.S. Century Bank
Established in 2002, U.S. Century Bank is one of the largest community banks headquartered in Miami, and one of the largest community banks in the state, with assets exceeding $1.6 billion. U.S. Century is rated 5-star by BauerFinancial, the nation's leading independent bank rating firm. Through its network of 11 branch locations and its online banking platform, U.S. Century Bank offers customers a wide range of financial products and services. U.S. Century Bank has received awards and accolades from numerous organizations for its philanthropic support and leadership, including the Beacon Council, Greater Miami Chamber of Commerce, South Florida Hispanic Chamber of Commerce and others. For more information or to find a U.S. Century branch near you, please call (305) 715-5200 or visit www.uscentury.com.
This press release contains "forward-looking statements." These forward-looking statements represent plans, estimates, objectives, goals, guidelines, expectations, intentions, projections and statements of U.S. Century Bank's beliefs concerning future events, business plans, objectives, expected operating results and the assumptions upon which those statements are based. Forward-looking statements include without limitation, any statement that may predict, forecast, indicate or imply future results, performance or achievements, and are typically identified with words such as "may," "could," "should," "will," "would," "believe," "anticipate," "estimate," "expect," "aim," "intend," "plan" or words or phases of similar meaning. U.S. Century Bank cautions that the forward-looking statements are based largely on U.S. Century Bank's expectations and are subject to a number of known and unknown risks and uncertainties that are subject to change based on factors which are, in many instances, beyond U.S. Century Bank's control. Such forward-looking statements are based on various assumptions (some of which may be beyond U.S. Century Bank's control) and are subject to risks and uncertainties, which and uncertainties may emerge from time to time, and it is not possible for us to predict their occurrence or how they will affect us. If one or more of the factors affecting U.S. Century Bank's forward-looking information and statements proves incorrect, then U.S. Century Bank's actual results, performance or achievements could differ materially from those expressed in, or implied by, forward-looking information and statements contained in this press release. Therefore, U.S. Century Bank cautions you not to place undue reliance on U.S. Century Bank's forward-looking information and statements. U.S. Century Bank disclaims any duty to revise or update the forward-looking statements, whether written or oral, to reflect actual results or changes in the factors affecting the forward-looking statements, except as specifically required by law.
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