Susquehanna Bancshares, Inc. Announces Pricing of Public Offering of Common Stock and Trust Preferred Securities, Series II
Susquehanna Bancshares, Inc. ("Susquehanna”) (NASDAQ:SUSQ) announced
today that it has priced an underwritten public offering of 37,500,000
shares of its common stock at $8.00 per share. The underwriters also
have a 30-day over-allotment option to purchase up to 5,625,000
additional shares of common stock from Susquehanna. The common stock
offering is expected to close on March 15, 2010, subject to customary
closing conditions.
In addition, Susquehanna announced that it has priced $50 million
aggregate liquidation amount of 11% cumulative trust preferred
securities to be issued by Susquehanna Capital Trust II, a Delaware
statutory trust formed by Susquehanna. Proceeds from the sale of the
trust preferred securities will be used by the trust to invest in
subordinated debentures issued by Susquehanna having substantially the
same payment terms. The trust preferred offering is expected to close on
March 16, 2010, subject to customary closing conditions.
Susquehanna expects to use the net proceeds from these offerings, which
are expected to be approximately $331.6 million (without giving effect
to the exercise of the underwriters’ over-allotment option), for general
corporate purposes. Susquehanna may use a portion of the net proceeds to
support future acquisitions, including FDIC-assisted acquisition
transactions, or for the redemption of all or a portion of the Series A
preferred stock it issued to the U.S. Treasury in December 2008, subject
to regulatory approval.
J.P. Morgan Securities Inc. and Keefe, Bruyette & Woods, Inc. are
serving as joint book-running managers for the offerings. A registration
statement relating to these securities has been filed with the
Securities and Exchange Commission and has become effective. This
release shall not constitute an offer to sell or the solicitation of an
offer to buy nor shall there be any sale of these securities in any
state in which such offer, solicitation or sale would be unlawful prior
to the registration or qualification under the securities laws of any
such state. The common stock and trust preferred securities offerings
may be made only by means of a prospectus and a related prospectus
supplement, copies of which may be obtained by contacting J.P. Morgan
Securities Inc., at c/o Broadridge Financial Solutions, 1155 Long Island
Avenue, Edgewood, New York 11717, Attention: Prospectus Department
(866-803-9204) or Keefe, Bruyette & Woods, Inc., Capital Markets, 787
Seventh Avenue, 4th Floor, New York, NY 10019 (800) 966-1559.
Susquehanna is a financial services holding company with assets of
approximately $14 billion. Headquartered in Lititz, Pa., Susquehanna
provides banking and financial services at more than 220 branch
locations in the mid-Atlantic region. Through Susquehanna Wealth
Management, Susquehanna offers investment, fiduciary, brokerage,
insurance, retirement planning, and private banking services, with
approximately $6 billion in assets under management and administration.
Susquehanna also operates an insurance brokerage and employee benefits
company, a commercial finance company and a vehicle leasing company.
This release includes forward-looking statements as that term is defined
in the U.S. Private Securities Litigation Reform Act of 1995. In
particular, this release includes forward-looking statements. These
statements are subject to certain risks and uncertainties including
risks relating to Susquehanna’s ability to find qualified borrowers,
changes in consumer confidence, changes in the general economic climate,
unforeseen action taken by regulators and the other risks set forth in
Susquehanna’s filings with the Securities and Exchange Commission.
Susquehanna encourages readers of this release to understand
forward-looking statements to be strategic objectives rather than
absolute targets of future performance. Forward-looking statements speak
only as of the date they are made. Susquehanna does not intend to update
publicly any forward-looking statements to reflect circumstances or
events that occur after the date the forward-looking statements are made
or to reflect the occurrence of unanticipated events except as required
by law.
