First Capital Bancshares, Inc. Announces Completion of $7 Million Subordinated Note Transaction

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First Capital Bancshares, Inc. (OTC PINK: FCPB) (the "Company"), the holding company for First Capital Bank, announced the completion of the issuance and private placement of a 4.15% Fixed-to-Floating Rate Subordinated Note due 2031 (the "Note") in an aggregate principal amount of $7 million.

"We are extremely pleased with the outcome of this offering. This additional capital should enable us to support the continued growth of First Capital Bank in our target markets," said Harvey Glick, the Company's Chairman and Chief Executive Officer.

The Note has a maturity date of September 2, 2031 and carries a fixed rate of interest of 4.15% for the first five years. Thereafter, the Note will pay interest at three-month SOFR plus 367 basis points, resetting quarterly. The Note includes a right of prepayment without penalty on or after September 1, 2026. The Note has been structured to qualify as Tier 2 capital for regulatory purposes.

The Company plans to use the proceeds from the offering for general corporate purposes and to augment the capital of First Capital Bank. Wyrick Robbins Yates & Ponton LLP served as legal counsel to the Company in connection with the transaction.

The Note has not been registered under the Securities Act of 1933, as amended, or any state securities law 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 Note is not a deposit and is not insured by the Federal Deposit Insurance Corporation or any other government agency or fund. 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 by any 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 such jurisdiction.

About First Capital Bancshares, Inc:

First Capital Bancshares, Inc., (the "Company") was incorporated on December 19, 1997, to organize and own all the common stock of First Capital Bank (the "Bank"). First Capital Bank, a commercial bank, opened for business on September 27, 1999, with headquarters in Laurinburg, North Carolina. Effective February 15, 2018, the Company relocated its headquarters to Charleston, South Carolina. The principal business activity of the Bank is to provide banking services to domestic markets, principally in Charleston and Marlboro Counties, South Carolina and Scotland and Moore Counties, North Carolina. The Bank also operates a loan production office in Moore County, North Carolina.

Forward Looking Statements:

Certain statements in this news release contain "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995, such as statements relating to future plans and expectations, and are thus prospective. Such forward-looking statements are identified by words such as "believe," "expect," "should," "anticipate," "estimate," "intend," "plan," "target," and "project," as well as similar expressions. Such statements are subject to risks, uncertainties, and other factors which could cause actual results to differ materially from future results expressed or implied by such forward-looking statements. Although we believe that the assumptions underlying the forward-looking statements are reasonable, any of the assumptions could prove to be inaccurate. Therefore, we can give no assurance that the results contemplated in the forward-looking statements will be realized. The inclusion of this forward-looking information should not be construed as a representation by our company or any person that the future events, plans, or expectations contemplated by our company will be achieved.

The following factors, among others, could cause actual results to differ materially from the anticipated results or other expectations expressed in the forward-looking statements: (1) competitive pressures among depository and other financial institutions may increase significantly and have an effect on pricing, spending, third-party relationships and revenues; (2) the strength of the United States economy in general and the strength of the local economies in which the company conducts operations may be different than expected, including, but not limited to, due to the negative impacts and disruptions resulting from the national political turmoil as well as continuing impact of the novel coronavirus, or COVID-19, on the economies and communities the company serves, which may have an adverse impact on the company's business, operations and performance, and could have a negative impact on the company's credit portfolio, share price, borrowers, and on the economy as a whole, both domestically and globally; (3) the rate of delinquencies and amounts of charge-offs, the level of allowance for loan loss, the rates of loan growth, or adverse changes in asset quality in our loan portfolio, which may result in increased credit risk related losses and expenses; (4) changes in legislation, regulation, policies, or administrative practices, whether by judicial, governmental, or legislative action, including, but not limited to, changes affecting oversight of the financial services industry or consumer protection; (5) the impact of the results of the recent U.S. elections on the regulatory landscape, capital markets, and the response to and management of the COVID-19 pandemic; (6) adverse conditions in the stock market, the public debt market and other capital markets (including changes in interest rate conditions) could have a negative impact on the company; (7) changes in interest rates, which may affect the company's net income, prepayment penalty income, mortgage banking income, and other future cash flows, or the market value of the company's assets, including its investment securities; and (8) changes in accounting principles, policies, practices, or guidelines. All subsequent written and oral forward-looking statements concerning the company or any person acting on its behalf is expressly qualified in its entirety by the cautionary statements above. We do not undertake any obligation to update any forward-looking statement to reflect circumstances or events that occur after the date the forward-looking statements are made, except as required by law.

For more information:

Joe Kassim
President & Chief Operating Officer
First Capital Bank
(843) 990-7741

Source: First Capital Bancshares, Inc.


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