BETHESDA, Md., Jan. 10, 2025 (GLOBE NEWSWIRE) -- Eagle Bancorp, Inc. (EGBN) ("Eagle") has today announced that (i) the deadline for its previously disclosed exchange offer (the "Exchange Offer") has been extended to 5:00 p.m. (Eastern Time) on January 14, 2025 (the "New Expiration Date"). This offer pertains to the exchange of its outstanding unregistered 10.00% Senior Notes maturing in 2029 (the "Original Notes") for an equivalent principal amount of notes from the same series that have been registered under the Securities Act of 1933, as amended (the "Exchange Notes"), and (ii) the results of the exchange offer as of 5:00 p.m. (Eastern Time) on January 10, 2025 (the "Initial Expiration Date").
The Exchange Offer is set to conclude at 5:00 p.m. Eastern time on January 14, 2025, unless Eagle decides to extend it or terminate it earlier (this date and time, as it may be modified, is referred to as the "Expiration Date"). For an Original Note to be eligible for exchange in the Exchange Offer, it must be properly tendered and not withdrawn before or at the Expiration Date, and must also be accepted by Eagle. The settlement for the Exchange Offer will occur shortly after the Expiration Date, anticipated to be on January 16, 2025. All aspects of the Exchange Offer remain unchanged, except for the Expiration Date, which has been extended to allow holders more time to participate.
As of the Initial Expiration Date, the total principal amount of the Original Notes listed in the fourth column of the table below was properly submitted and not withdrawn regarding the Exchange Offer. All Original Notes that were tendered earlier will continue to be part of the Exchange Offer and may be accepted for exchange by Eagle.
CUSIP Number |
Title of the Original Notes | Principal Amount Outstanding |
Principal Amount of Original Notes Validly Tendered as of the Original Expiration Date |
Percentage of Original Notes Validly Tendered as of the Original Expiration Date |
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268948 AC0 (Rule 144A) 268948 AD8 (Accredited Investor) |
10.00% Senior Notes due 2029 10.00% Senior Notes due 2029 |
$72,500,000 $5,165,000 |
$72,500,000 $1,000,000 |
100% 19.4% |
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The conditions of the Exchange Notes mirror those of the Original Notes, with the exception that the transfer limitations and registration rights associated with the Original Notes are not applicable to the Exchange Notes.
The Exchange Offer is being conducted in accordance with the provisions and conditions outlined in a prospectus submitted to the Securities and Exchange Commission (the "SEC") on December 3, 2024, which may be amended or updated (hereinafter referred to as the "Prospectus").
Wilmington Trust, National Association serves as the Exchange Agent for the Exchange Offer. If you have any questions or need assistance regarding the Exchange Offer, or if you would like to request additional copies of the Prospectus, please reach out to Wilmington Trust, National Association at (302) 636-6470 or visit them at Rodney Square North, 1100 North Market Street, Wilmington, Delaware 19890-1626, Attention: Workflow Management – 5th Floor. Additionally, you can also get help regarding the Exchange Offer from your broker, dealer, commercial bank, trust company, or other representatives.
Holders of Original Notes in book-entry format should consult with their bank, securities broker, or any other intermediary through which they hold the Original Notes to determine the necessary timeline for submitting instructions. This is essential for participating in, or potentially revoking their participation in, the Exchange Offer before the specified deadlines outlined in this document, the Prospectus, and the accompanying letter of transmittal. It is important to note that the cut-off dates established by each clearing system for submitting and withdrawing exchange instructions will precede the deadlines mentioned here and in the Prospectus and the letter of transmittal. For those holding Original Notes in certificated form, the Exchange Agent must receive a correctly filled out and signed letter of transmittal, along with any other required documents, and the certificates for the Original Notes no later than the Expiration Date.
This announcement is intended solely for informational use and should not be interpreted as an offer to buy or a request for an offer to sell any Original Notes. Additionally, it does not serve as an offer to sell or a solicitation to purchase any Exchange Notes. The Exchange Offer is being conducted exclusively in accordance with the Prospectus and associated materials. Furthermore, the Exchange Offer is not directed towards holders of Original Notes in any region where such actions would violate the securities, blue sky, or other applicable laws of that region.
Eagle Bancorp Overview
Eagle serves as the parent company of EagleBank, which began its operations in 1998. Based in Bethesda, Maryland, EagleBank has a network of twelve banking branches and four lending offices spread across Suburban Maryland, Washington, D.C., and Northern Virginia. The company prioritizes fostering connections with businesses, professionals, and individuals within its community.
Warning Regarding Future-Oriented Statements
This announcement includes forward-looking statements as defined by the Securities Exchange Act of 1934, as amended, which encompass projections about anticipated future business and financial outcomes, as well as overall financial health. These forward-looking statements reflect our current expectations and are subject to various risks, uncertainties, and assumptions. Due to these uncertainties and the foundations of these forward-looking statements, actual future performance and results may significantly differ from those presented here. The remarks regarding the Exchange Offer are also forward-looking, grounded in our current outlook for the transaction, and carry the risk that the transaction may not be finalized in a timely manner or at all. Additionally, the ultimate terms of the transaction could vary, potentially significantly, from those outlined in this press release as a result of unforeseen events. We advise readers to avoid placing excessive reliance on any forward-looking statements. For more information on factors that could influence these expectations, please refer to the risk factors and other cautionary information detailed in Eagle's Annual Report on Form 10-K for the fiscal year ending December 31, 2023, and other submissions to the SEC. Unless mandated by law, Eagle does not commit to updating any forward-looking statements made in this announcement.
EagleBank Customer Service
Eric Newell serves as the Chief Financial Officer at Eagle Bancorp, Inc.
