Eagle Bancorp, Inc. (Nasdaq:EGBN) (the "Company"), the parent
company of EagleBank, Bethesda, Maryland (the "Bank"), today
announced that it had set the price for its public offering of $70
million of its 5.75% Subordinated Notes due September 1, 2024 (the
"Notes"). The Notes have been offered to the public at par. Based
upon the pricing and demand for the Notes, the Company elected to
increase the aggregate principal amount of the Notes to $70 million
from the previously announced amount of $55 million.
The Company plans to use the proceeds of the offering to pay the
cash portion of the merger consideration in its previously
announced acquisition of Virginia Heritage Bank ("Virginia
Heritage"), and for general corporate purposes.
Sandler O'Neill + Partners, L.P. ("Sandler O'Neill") is the sole
manager for the subordinated notes offering.
The Subordinated Notes will be issued and sold pursuant to an
effective shelf registration statement (File No. 333-183054), the
base prospectus included in the registration statement, and a
prospectus supplement relating to the offering of the Notes filed
with the Securities and Exchange Commission (the "SEC"). Before you
invest, you should read the base prospectus in the registration
statement, the prospectus supplement relating to the offering and
other documents the Company has filed with the SEC for more
complete information about the Company and the Offering. You may
obtain copies of the preliminary prospectus supplement and
accompanying base prospectus relating to the offering without
charge by visiting the SEC's website at www.sec.gov, or from
Sandler O'Neill + Partners, L.P., 1251 Avenue of the Americas, 6th
Floor, New York, New York 10020, Attn: Syndicate Operations
(1-866-805-4128).
This press release is for informational purposes only and is not
an offer to sell or the solicitation of an offer to sell any
security of the Company, which is made only by means of a
prospectus supplement and related base prospectus, nor will there
be any sale of any security in any jurisdiction in which such
offer, solicitation or sale would be unlawful.
About Eagle Bancorp: The Company is the holding
company for the Bank which commenced operations in 1998. The Bank
is headquartered in Bethesda, Maryland, and conducts full service
commercial banking through eighteen offices, located in Montgomery
County, Maryland, Washington, D.C., and Northern Virginia. The
Company focuses on building relationships with businesses,
professionals and individuals in its marketplace.
Forward-Looking Statements: This press release
contains forward-looking statements within the meaning of the
Securities and Exchange Act of 1934, as amended, including
statements of goals, intentions, and expectations as to future
trends, plans, events or results of the Company's operations and
policies and regarding general economic conditions. These
forward-looking statements include, but are not limited to,
statements about (i) the merger between the Bank and Virginia
Heritage and (ii) the Company's plans, obligations, expectations
and intentions. In some cases, forward-looking statements can be
identified by use of words such as "may," "will," "anticipates,"
"believes," "expects," "plans," "estimates," "potential,"
"continue," "should," and similar words or phrases. These
statements are based upon the beliefs of the management of the
Company as to the expected outcome of future events, current and
anticipated economic conditions, nationally and in its market, and
their impact on the operations and assets of the Company, interest
rates and interest rate policy, competitive factors, judgments
about the ability of the Company to successfully consummate the
proposed merger and to integrate the operations of the two
companies, the expected growth opportunities or cost savings
resulting from the merger, which may not be fully realized or take
longer than expected to realize; the ability of the two companies
to avoid customer dislocation or runoff, and employee attrition,
during the period leading up to and following the merger, the
timing of and any conditions to required regulatory approvals, and
other conditions which by their nature, are not susceptible to
accurate forecast and are subject to significant uncertainty.
Factors that could cause results and outcomes to differ materially
include, among others, the ability to obtain required regulatory
and shareholder approvals; the ability to complete the merger as
expected and within the expected timeframe; and the possibility
that one or more of the conditions to the completion of the merger
may not be satisfied. Because of these uncertainties and the
assumptions on which this discussion and the forward-looking
statements are based, actual future operations and results in the
future may differ materially from those indicated herein. Readers
are cautioned against placing undue reliance on such
forward-looking statements. Past results are not necessarily
indicative of future performance. The Company assumes no
obligation to revise, update, or clarify forward-looking statements
to reflect events or conditions after the date of this release.
Notice to Virginia Heritage Shareholders
This press release does not constitute an offer to sell or the
solicitation of an offer to buy any securities or a solicitation of
any vote or approval. In connection with the proposed acquisition
of Virginia Heritage by the Company, the Company filed a
registration statement on Form S-4 (the "Registration Statement")
with the SEC, which contains a proxy statement of Virginia Heritage
and a prospectus of the Company (collectively, the "proxy
statement/prospectus"). As of the date of this press release, the
Registration Statement has not been declared effective by the
SEC.
SHAREHOLDERS OF VIRGINIA HERITAGE ARE ENCOURAGED TO READ THE
REGISTRATION STATEMENT AND THE DEFINITIVE PROXY
STATEMENT/PROSPECTUS WHEN IT BECOMES AVAILABLE AND ALL OTHER
RELEVANT DOCUMENTS FILED WITH THE SEC, AS WELL AS SUPPLEMENTS TO
THOSE DOCUMENTS, BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT
THE PROPOSED ACQUISITION OF VIRGINIA HERITAGE BY THE COMPANY.
Investors and security holders are able to obtain the definitive
proxy statement/prospectus and the other documents free of charge
at the SEC's website, www.sec.gov. In addition, documents filed
with the SEC by the Company are available free of charge by (1)
accessing the Company's website at www.eaglebankcorp.com under the
"Investor Relations" link and then under the heading "SEC Filings,"
(2) writing the Company at 7830 Old Georgetown Road, Third Floor,
Bethesda, Maryland 20814, Attention: Jane Cornett or (3) writing
Virginia Heritage at 8245 Boone Boulevard, Suite 820, Tysons
Corner, Virginia 22182, Attention: Charles C. Brockett.
The directors, executive officers and certain other members of
management and employees of the Company may be deemed to be
participants in the solicitation of proxies in favor of the
proposed acquisition from the shareholders of Virginia Heritage.
Information about the directors and executive officers of the
Company will be included in the proxy statement for its 2014 annual
meeting of the Company's shareholders, which was filed with the SEC
on April 1, 2014. The directors, executive officers and certain
other members of management and employees of Virginia Heritage may
also be deemed to be participants in the solicitation of proxies in
favor of the proposed acquisition from the shareholders of Virginia
Heritage. Information about the directors and executive officers of
Virginia Heritage is included in the definitive proxy
statement/prospectus for the proposed acquisition of Virginia
Heritage. Additional information regarding the interests of those
participants and other persons who may be deemed participants in
the transaction may be obtained by reading the definitive proxy
statement/prospectus regarding the proposed acquisition. You may
obtain free copies of this document as described in the preceding
paragraph.
CONTACT: EAGLE BANCORP, INC. CONTACT:
Michael T. Flynn
301.986.1800
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