As filed with the Securities and Exchange Commission on February 26, 2024
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM F-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933 The Bank of N.T. Butterfield & Son Limited
(Exact name of Registrant as specified in its charter)
| | | | | | | | |
Bermuda (State or other jurisdiction of incorporation or organization) | Not Applicable (Translation of Registrant’s name into English) | Not Applicable (I.R.S. Employer Identification No.) |
65 Front Street
Hamilton, HM 12
Bermuda
+1 441 295 1111
(Address and telephone number of Registrant’s principal executive offices)
C T Corporation System
28 Liberty St.
New York, NY 10005
United States
(212) 590-9070
(Name, address and telephone number of agent for service)
Copy to:
Catherine M. Clarkin
Sullivan & Cromwell LLP
125 Broad Street
New York, New York 10004
+1 (212) 558-4000
Approximate date of commencement of proposed sale to the public: From time to time after this registration statement becomes effective.
If only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ☐
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☒
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a registration statement pursuant to General Instruction I.C. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☒
If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.C. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.
Emerging growth company ☐
If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
† The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.
PROSPECTUS
The Bank of N.T. Butterfield & Son Limited
Common Shares
Dollar Preference Shares
Depositary Shares
Debt Securities
Warrants
The securities identified above may be offered and sold from time to time by us in one or more offerings. We may also offer common shares upon conversion of debt securities, or common shares or debt securities upon exercise of warrants. This prospectus describes some of the general terms that may apply to these securities and the general manner in which they may be offered. When securities are offered under this prospectus, we will provide a prospectus supplement describing the specific terms of any securities to be offered, and the specific manner in which they may be offered, including the amount and price of the offered securities. The prospectus supplement may also add, update or change information contained in this prospectus. You should read this prospectus and the applicable prospectus supplement, together with any documents incorporated by reference, carefully before you invest in the securities described in the applicable prospectus supplement. This prospectus may not be used to sell securities unless accompanied by the applicable prospectus supplement and a pricing supplement, if any.
Our common shares are listed on the New York Stock Exchange and trade under the symbol “NTB” and on the Bermuda Stock Exchange under the symbol “NTB.BH”. Investing in our securities involves certain risks. You should carefully read this prospectus and the applicable prospectus supplement and pricing supplement, if any, together with the documents incorporated by reference herein, before you make your investment decision. See “Risk Factors” on page 6 of this prospectus and our most recent annual report on Form 20-F, which is incorporated herein by reference, as well as any additional risk factors included in, or incorporated by reference into, the applicable prospectus supplement to read about factors you should consider before buying any of our securities. We may offer and sell the securities directly, through agents, dealers or underwriters as designated from time to time, or through a combination of these methods.
Our common shares are not saving accounts or deposits and are not insured by any government agency.
Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.
The date of this prospectus is February 26, 2024.
TABLE OF CONTENTS
We have not authorized any other person to provide you with information other than that contained or incorporated by reference in this prospectus, any prospectus supplement or in any free writing prospectus prepared by or on behalf of us or to which we have referred you. We take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. If anyone provides you with different or inconsistent information, you should not rely on it. We are not making an offer to sell the securities in any jurisdiction where the offer or sale is not permitted. You should assume that the information appearing in this prospectus, any applicable prospectus supplement and pricing supplement and the documents incorporated by reference herein and therein is accurate only as of their respective dates. Our business, financial condition, results of operations and prospects may have changed since those dates.
Securities may be offered or sold in Bermuda only in compliance with the provisions of the Investment Business Act 2003 and the Exchange Control Act 1972 and related regulations. In addition, the permission of the Bermuda Monetary Authority (the “BMA”) is required, pursuant to the provisions of the Exchange Control Act 1972 and related regulations, for all issuances and transfers of shares of Bermuda companies to or from a nonresident of Bermuda for exchange control purposes, other than in cases where the BMA has granted a general permission. The Bermuda Monetary Authority, in its notice to the public dated June 1, 2005, has granted a general permission for the issue and subsequent transfer of any securities of a Bermuda company from and/or to a nonresident of Bermuda for exchange control purposes for so long as any “Equity Securities” of the company are listed on an “Appointed Stock Exchange” (which would include the New York Stock Exchange). In granting the general permission, the BMA does not accept any responsibility for our financial soundness or the correctness of any of the statements made or opinions expressed in this registration statement.
ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement that we filed with the Securities and Exchange Commission, or SEC, utilizing a “shelf” registration process. The prospectus does not contain all information included in the registration statement. You may review a copy of the registration statement through the SEC’s website, as described below. Under this shelf registration process, we may offer and sell the securities identified in this prospectus in one or more offerings. Each time we offer and sell securities, we will provide a prospectus supplement along with this prospectus that will contain specific information about the terms of the offering and the securities being offered and, if necessary, a pricing supplement that will contain the specific terms of your securities. The prospectus supplement and, if necessary, the pricing supplement, may also add, update or change information contained in this prospectus. Any information contained in this prospectus will be deemed to be modified or superseded by any inconsistent information contained in a prospectus supplement or a pricing supplement. You should read carefully this prospectus and any prospectus supplement and pricing supplement, together with the additional information described below under “Where You Can Find More Information”.
Unless otherwise indicated or unless the context requires otherwise, all references in this prospectus to “we”, “us”, “our”, the “Company” or the “Group” or similar references mean The Bank of N.T. Butterfield & Son Limited and its consolidated subsidiaries and all references in this prospectus to “Butterfield” or the “Bank” means The Bank of N.T. Butterfield & Son Limited.
References to “BMD”, “BM$”, or “Bermuda Dollars” are to the lawful currency of Bermuda, and “USD”, “US$”, “$” and “US Dollars” are to the lawful currency of the United States of America. The Bermuda Dollar is pegged to the US Dollar on a one-to-one basis and therefore BM$1.00 = US$1.00.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION
Certain statements contained in or incorporated by reference into this prospectus that are not statements of historical fact constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 (the “Act”), notwithstanding that such statements are not specifically identified as such. In addition, certain statements may be contained in the Company’s future filings with the SEC, in press releases, and in oral and written statements made by or with the approval of the Company that are not statements of historical fact and constitute forward-looking statements within the meaning of the Act. Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based on our current beliefs, expectations or assumptions regarding the future of our business, future plans and strategies, our operational results and other future conditions. Forward-looking statements can be identified by words such as “anticipate,” “assume,” “believe,” “estimate,” “expect,” “indicate,” “intend,” “may,” “plan,” “point to,” “predict,” “project,” “seek,” “target,” “potential,” “will,” “would,” “could,” “should,” “continue,” “contemplate” and other similar expressions, although not all forward-looking statements contain these identifying words. These forward-looking statements include all matters that are not historical facts. They appear in a number of places throughout this prospectus and the documents incorporated by reference into this prospectus and include statements regarding our intentions, beliefs or current expectations concerning, among other things, our results of operations, financial condition, capital and liquidity requirements, prospects, growth, strategies, share repurchases and the industry in which we operate.
There are important factors that could cause actual results to differ materially from those contemplated by such forward-looking statements. By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. We believe that these risks and uncertainties include, but are not limited to, those described in the “Risk Factors” section of our annual report on Form 20-F for the fiscal year ended December 31, 2023 (the “Annual Report on Form 20-F”), which include, but are not limited to, the following:
•changes in economic and market conditions, particularly in our primary markets;
•the impact of macroeconomic factors, including regional conflicts and other geopolitical events, trade limitations and health emergencies;
•changes in market interest rates and the effects of inflation;
•our access to sources of liquidity and capital to address our liquidity needs and any sudden liquidity crisis;
•the lack of a central bank or lenders of last resort in Bermuda and certain other jurisdictions in our primary markets;
•severe weather, natural disasters and potential impacts of climate change disrupting our business;
•a decline in tourism in Bermuda or certain other jurisdictions in our primary market;
•competition in the markets in which we operate;
•our ability to successfully execute our business plan and implement our growth strategy;
•our ability to successfully expand our business through acquisitions or investments;
•our ability to successfully introduce new or modified products and services;
•our ability to successfully manage our credit risk and the sufficiency of our allowance for credit loss;
•damage to our reputation from any of the factors described in this section, in “Risk Factors” and in “Management’s Discussion and Analysis of Financial Condition and Results of Operations”;
•a decline in the residential real estate markets in Bermuda, the Cayman Islands or the Channel Islands and the United Kingdom;
•our reliance on appraisals and valuation techniques;
•changes in the value of our investment portfolio;
•fluctuations in foreign currency exchange rates;
•prepayments of our loan and investment portfolios;
•our reliance on other financial institutions and counterparties, such as clearing houses, and the impacts of bank failures on the financial services industry;
•changes in banks’ inter-bank lending rate reporting practices;
•our ability to attract and retain wealth management, trust and banking clients;
•a decline in our credit ratings;
•a default on, or a ratings downgrade of, the sovereign debt of the countries where we operate;
•our ability to attract and maintain highly skilled and qualified employees, including our senior management, other key employees and members of the Board;
•our reliance on third-party vendors;
•our reliance on representations provided to us about clients and counterparties;
•our exposure to litigation and regulatory actions;
•requirements and expectations from regulators and other stakeholders on sustainability, environmental, social and governance issues;
•our ability to protect our intellectual property;
•the effectiveness of our insurance coverage;
•our reliance on the effective implementation, use and protection of technology systems used by us and by our vendors;
•our ability to prevent and mitigate cyber-security risks;
•the effectiveness of our internal disclosure controls and procedures;
•the adequacy of our risk management framework and compliance, systems and processes;
•the complex and changing regulatory environment in which we operate, including any changing regulatory requirements and restrictions placed on us by our principal regulator, the BMA, and other regulators, as well as our ability to comply with regulatory schemes in multiple jurisdictions;
•our effectiveness in complying with applicable privacy, data security and data protection laws;
•changes in accounting policies;
•our effectiveness in complying with applicable anti-corruption legislations;
•the impact of decisions made by the Financial Action Task Force (“FATF”) relating to our operating jurisdictions;
•the impact of economic substance legislation and regulations in our operating jurisdictions;
•the impact of U.S. Federal income tax and tax information reporting requirements; and
•our ability to prevent and detect financial crimes.
These factors should not be construed as exhaustive and should be read with the other cautionary statements in this prospectus and our SEC filings.
Although we base these forward-looking statements on assumptions that we believe are reasonable when made, we caution you that forward-looking statements are not guarantees of future performance and that our actual results of operations, financial condition and liquidity, and the development of the industry in which we operate may differ materially from those made in or suggested by our forward-looking statements. In addition, even if our results of operations, financial condition and liquidity, and the development of the industry in which we operate, are
consistent with the forward-looking statements contained in or incorporated by reference into this prospectus, those results or developments may not be indicative of results or developments in subsequent periods.
Given these risks and uncertainties, you are cautioned not to place undue reliance on these forward-looking statements. Any forward-looking statement that we make in this prospectus, the documents incorporated herein, and any free writing prospectus we may authorize to be delivered to you speaks only as of the date of such statement. Except to the extent required by applicable law, we undertake no obligation to update any forward-looking statements or to publicly announce the results of any revisions to any of those statements to reflect future events or developments. Comparisons of results for current and any prior periods are not intended to express any future trends or indications of future performance, unless specifically expressed as such, and should only be viewed as historical data.
WHERE YOU CAN FIND MORE INFORMATION
We are subject to the information requirements of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”), applicable to a foreign private issuer and, accordingly, file or furnish reports, including annual reports on Form 20-F, reports on Form 6-K, and other information with the SEC. The SEC’s website, at http://www.sec.gov, contains reports and other information in electronic form that we have filed. Information contained on, or that can be accessed through, the SEC’s website does not constitute a part of this prospectus.
We have filed with the SEC a registration statement on Form F-3 relating to the securities covered by this prospectus. This prospectus is a part of the registration statement and does not contain all of the information in the registration statement. Whenever a reference is made in this prospectus to a contract or other document of ours, please be aware that the reference is only a summary and that you should refer to the exhibits that are a part of the registration statement for a copy of the contract or other document. You may review a copy of the registration statement through the SEC’s website.
The SEC’s rules allow us to “incorporate by reference” information into this prospectus. This means that we can disclose important information to you by referring you to another document. Any information referred to in this way is considered part of this prospectus from the date we file that document. Any reports filed by us with the SEC on or after the date of this prospectus will be incorporated by reference into this prospectus and will automatically update and, where applicable, supersede any information contained in this prospectus or incorporated by reference in this prospectus (other than, in each case, documents or information deemed to have been furnished and not filed in accordance with SEC rules).
We incorporate by reference into this prospectus the following documents or information filed by us with the SEC:
(1)the Annual Report on Form 20-F for the year ended December 31, 2023, filed with the SEC on February 21, 2024;
(2)our Pillar III filing for the six months ended June 30, 2023, included as an exhibit to our Report on Form 6-K filed with the SEC on August 29, 2023; and
(3)our notice of Annual General Meeting and proxy materials included as an exhibit to our Report on Form 6-K filed with the SEC on April 3, 2023.
All subsequent annual reports that we file on Form 20-F on or after the date of this prospectus and prior to the termination of the offerings under this prospectus and any applicable prospectus supplement will also be deemed to be incorporated by reference into this prospectus. We will provide without charge to each person, including any beneficial owner, to whom this prospectus is delivered, upon his or her written or oral request, a copy of any or all documents referred to above which have been or may be incorporated by reference into this prospectus. We may also incorporate any other Form 6-K that we submit to the SEC on or after the date of this prospectus and prior to
the termination of the offering under this prospectus and any applicable prospectus supplement if the Form 6-K filing specifically states that it is incorporated by reference into the registration statement of which this prospectus forms a part.
You may request a copy of these filings by writing or telephoning us at our principal executive offices at the following address:
65 Front Street
Hamilton, HM 12
Bermuda
+1 441 295 1111
ABOUT THE BANK OF N.T. BUTTERFIELD & SON LIMITED
We are a full service bank and wealth manager headquartered in Hamilton, Bermuda. We operate our business through three geographic segments: Bermuda, the Cayman Islands, and the Channel Islands and the United Kingdom (the “UK”). We offer banking services, comprised of retail, private and corporate banking, treasury services, and wealth management, which consists of investment management, advisory and brokerage services, trust, estate, and company management in both our Bermuda and Cayman Islands segments, as well as custody services in our Bermuda segment. The Channel Islands and the UK segment include the jurisdictions of Guernsey and Jersey (Channel Islands), and the UK. In the Channel Islands, we provide a broad range of services to individuals, private clients and trusts, and to financial intermediaries and funds, including deposit services, mortgage lending, private and corporate banking, treasury services, wealth management and fiduciary services. In the UK, we provide mortgage lending services for high-value residential properties. We also have operations in The Bahamas, Canada, Mauritius, Singapore and Switzerland. As of December 31, 2023, we had total assets of $13.4 billion.
RISK FACTORS
Investing in our securities involves certain risks. Before you invest in any of our securities, in addition to the other information included in, or incorporated by reference into, this prospectus, you should carefully consider the risk factors contained under the caption “Risk Factors” and elsewhere in the Annual Report on Form 20-F, which is incorporated into this prospectus by reference, as updated by our annual reports for subsequent fiscal years that we file with the SEC and that are so incorporated. See “Where You Can Find More Information” for information about how to obtain a copy of these documents. You should also carefully consider the risks and other information that may be contained in, or incorporated by reference into, any prospectus supplement relating to specific offerings of securities.
USE OF PROCEEDS
We intend to use the net proceeds from the sale of any securities offered under this prospectus for general corporate purposes, unless otherwise specified in the applicable prospectus supplement.
SUMMARY OF THE SECURITIES WE MAY OFFER
We may use this prospectus to offer securities in one or more offerings. The applicable prospectus supplement and pricing supplement, if any, will describe the amounts, prices and detailed terms of the securities and may describe risks associated with an investment in the securities. We will also include in the prospectus supplement and pricing supplement, if any, where applicable, information about material United States federal income tax considerations and material Bermuda tax considerations relating to the securities. Terms used in this prospectus will have the meanings described in this prospectus unless otherwise specified.
This prospectus may not be used to sell securities unless accompanied by the applicable prospectus supplement and pricing supplement, if any.
Common Shares
We may sell our common shares, as defined below. In a prospectus supplement, we will describe the aggregate number of shares offered and the offering price or prices of the shares.
The authorized share capital of the Bank includes 2 billion voting ordinary shares, par value BMD $0.01 each (the “voting shares”), and 6 billion non-voting ordinary shares, par value BMD $0.01 each (the “non-voting shares” and, together with the voting shares, the “common shares”). As of December 31, 2023, there were 47,529,045 voting ordinary shares issued and outstanding and no non-voting ordinary shares issued and outstanding. All of the Bank’s issued and outstanding common shares are fully paid.
Dollar Preference Shares; Depositary Shares
We may sell our Dollar preference shares, as defined below, in one or more series. In a prospectus supplement, we will describe the specific designation, the aggregate number of shares offered, the dividend rate or manner of calculating the dividend rate, the dividend periods or manner of calculating the dividend periods, the ranking of the shares of the series with respect to dividends, liquidation and dissolution, the liquidation preference of the shares of the series, the voting rights of the shares of the series, if any, whether and on what terms the shares of the series will be convertible or exchangeable, whether and on what terms we can redeem the shares of the series, whether we will offer depositary shares representing shares of the series and if so, the fraction or multiple of a Dollar preference share represented by each depositary share, whether we will list the Dollar preference shares or depositary shares on a securities exchange and any other specific terms of the series of Dollar preference shares.
The authorized share capital of the Bank includes 110,200,001 preference shares, par value $0.01 each (“Dollar preference shares”), and 50 million preference shares, par value £0.01 each (the “Sterling preference shares” and, together with the Dollar preference shares, the “preference shares”). As of December 31, 2023, there were no preference shares issued and outstanding.
Debt Securities
We may sell debt securities, including senior debt securities and subordinated debt securities, which may be senior or subordinated in priority of payment. We will provide a prospectus supplement in connection with an offering of debt securities, which will describe the ranking, whether senior or subordinated, the level of seniority or subordination (as applicable), the specific designation, the aggregate principal amount, the purchase price, the maturity, the redemption terms, the interest rate or manner of calculating the interest rate, the time of payment of interest, if any, the terms for any conversion or exchange, including the terms relating to the adjustment of any conversion or exchange mechanism, the listing, if any, on a securities exchange and any other specific terms of any debt securities that we may issue from time to time.
Warrants
We may sell warrants to purchase our common shares, Dollar preference shares or debt securities. In a prospectus supplement, we will inform you of the exercise price and other specific terms of the warrants, including whether our or your obligations, if any, under any warrants may be satisfied by delivering or purchasing the underlying securities or their cash value.
Units
We may issue units consisting of one or more purchase contracts and beneficial interests in any of our securities described in the applicable prospectus supplement, securing the holders’ obligations to purchase the common shares, Dollar preference shares or depositary shares under the purchase contracts. The applicable prospectus supplement will describe the terms of the units, including, if applicable, collateral or depositary arrangements.
PLAN OF DISTRIBUTION
We may sell securities from time to time to purchasers directly, through broker-dealers acting as agents, dealers, or underwriters or through a combination of any of those methods of sale or as otherwise described in the applicable prospectus supplement. We, as well as any agents acting on our behalf, reserve the sole right to accept or to reject in whole or in part any proposed purchase of our securities. Each prospectus supplement will set forth the names of any underwriters, dealers or agents involved in the sale of our securities described in that prospectus supplement and any applicable fee, commission or discount arrangements with them.
The distribution of the securities may be made from time to time in one or more transactions at a fixed price or prices, which may be changed, at market prices prevailing at the time of sale, at prices related to these prevailing market prices or at negotiated prices. The plan of distribution will be described in the prospectus supplement relating to any offering of securities.
VALIDITY OF SECURITIES
The validity of the securities offered hereby will be passed upon for us by Sullivan & Cromwell LLP, New York, New York, as to matters of U.S. law, and by Conyers Dill & Pearman Limited, Hamilton, Bermuda, as to matters of Bermuda law.
EXPERTS
The financial statements and management’s assessment of the effectiveness of internal control over financial reporting (which is included in Management’s Annual Report on Internal Control over Financial Reporting) incorporated in this Prospectus by reference to the Annual Report on Form 20-F for the year ended December 31, 2023 have been so incorporated in reliance on the report of PricewaterhouseCoopers Ltd., an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting.
EXPENSES
The following is an itemized statement of the estimated fees and expenses in connection with the offering of the securities registered hereunder.
| | | | | |
| Registration Statement filing fees | $ (1) |
| Blue Sky fees and expenses | (2) |
| Printing and engraving expenses | (2) |
| Trustee, registrar and transfer agent, depositary and warrant agent fees and expenses | (2) |
| Legal fees and expenses | (2) |
| Accounting fees and expenses | (2) |
| Rating agency fees | (2) |
| Miscellaneous | (2) |
| Total | $ |
(1) In accordance with Rules 456(b) and 457(r), the registrant is deferring payment of any registration fee until the time the securities are sold under this registration statement pursuant to a prospectus supplement.
(2) Because an indeterminate amount of securities is covered by this registration statement, the expenses in connection with the issuance and distribution of the securities are not currently determinable.
ENFORCEMENT OF CIVIL LIABILITIES
The Bank is incorporated under the laws of Bermuda. As a result, the rights of holders of the Bank’s common shares and preference shares will be governed by Bermuda law and the N.T. Butterfield & Son Bank Act, 1904 (as amended) and the Bank’s bye-laws. The rights of shareholders under Bermuda law may differ from the rights of shareholders of companies incorporated in other jurisdictions. Some of our directors and officers, and some of the named experts referred to in this registration statement, are not residents of the United States, and a substantial portion of our assets and some or all of the assets of those persons are located outside the United States. As a result, it may be difficult for investors to effect service of process on those persons in the United States or to enforce in the United States judgments obtained in U.S. courts against us or those persons based on the civil liability provisions of the U.S. federal securities laws. However, we may be served with process in the United States with respect to actions against us arising out of or in connection with violations of U.S. federal securities laws relating to offers and sales of common shares made hereby by serving C T Corporation System, 28 Liberty Street, New York, New York, 10005, our U.S. agent irrevocably appointed for that purpose.
It is doubtful whether courts in Bermuda will enforce judgments obtained in other jurisdictions, including the United States, against us or our directors or officers under the securities laws of those jurisdictions, or entertain actions in Bermuda against us or our directors or officers under the securities laws of other jurisdictions.
The Bank of N.T. Butterfield & Son Limited
Common Shares
Dollar Preference Shares
Depositary Shares
Debt Securities
Warrants
Units
PROSPECTUS
PART II.
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 8. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 98 of the Companies Act 1981, as amended (the “Companies Act”) provides generally that a Bermuda company may indemnify its directors, officers and auditors against any liability which by virtue of any rule of law would otherwise be imposed on them in respect of any negligence, default, breach of duty or breach of trust, except in cases where such liability arises from fraud or dishonesty of which such director, officer or auditor may be guilty in relation to the company. Section 98 further provides that a Bermuda company may indemnify its directors, officers and auditors against any liability incurred by them in defending any proceedings, whether civil or criminal, in which judgment is awarded in their favor or in which they are acquitted or granted relief by the Supreme Court of Bermuda pursuant to section 281 of the Companies Act.
The registrant’s bye-laws provide that it shall indemnify its officers and directors in respect of their actions and omissions, except in respect of their fraud or dishonesty. In addition, under the registrant’s bye-laws, each shareholder has agreed to waive any claim or right of action such shareholder might have, whether individually or by or in the right of the registrant, against any director or officer on account of any action taken by such director or officer, or the failure of such director or officer to take any action in the performance of his duties with or for the registrant or any subsidiary thereof, provided such waiver shall not extend to any matter in respect of any fraud or dishonesty in relation to the registrant which may attach to such director or officer. Section 98A of the Companies Act permits the registrant to purchase and maintain insurance for the benefit of any officer or director in respect of any loss or liability attaching to him in respect of any negligence, default, breach of duty or breach of trust whether or not the registrant may otherwise indemnify such officer or director.
The registrant maintains insurance policies under which coverage is provided (a) to its directors and officers, in their respective capacities as such, against loss arising from a claim made for any actual or alleged wrongful act, and (b) to itself with respect to payments which the registrant may make to such officers and directors pursuant to the above indemnification provision or otherwise as a matter of law.
ITEM 9. EXHIBITS.
The exhibits filed (unless otherwise noted) as a part of this registration statement are set forth in the accompanying Exhibit Index which immediately precedes such exhibits and is incorporated herein by reference.
ITEM 10. UNDERTAKINGS.
The undersigned registrant hereby undertakes:
(1)To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after the effective date of this registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and
(iii) To include any material information with respect to the plan of distribution not previously disclosed in this registration statement or any material change to such information in this registration statement;
provided, however, that paragraphs (1)(i), (1)(ii) and (1)(iii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the SEC by the registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement.
(2)That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(3)To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
(4)To file a post-effective amendment to the registration statement to include any financial statements required by Item 8.A. of Form 20-F at the start of any delayed offering or throughout a continuous offering. Financial statements and information otherwise required by Section 10(a)(3) of the Securities Act of 1933 need not be furnished, provided that the registrant includes in the prospectus, by means of a post-effective amendment, financial statements required pursuant to this paragraph (a)(4) and other information necessary to ensure that all other information in the prospectus is at least as current as the date of those financial statements. Notwithstanding the foregoing, a post-effective amendment need not be filed to include financial statements and information required by Section 10(a)(3) of the Securities Act of 1933 or Item 8.A. of Form 20-F if such financial statements and information are contained in periodic reports filed with or furnished to the SEC by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement.
(5)That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:
(A)Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and
(B)Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by Section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date.
(6)That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:
(i)Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;
(ii)Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;
(iii)The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and
(iv)Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.
(7)That, for the purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by
reference in this registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(8)To file an application for the purpose of determining the eligibility of the trustee to act under subsection (a) of Section 310 of the Trust Indenture Act in accordance with the rules and regulations prescribed by the SEC under Section 305(b)(2) of the Trust Indenture Act.
Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the undersigned registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Hamilton, Bermuda on February 26, 2024.
The Bank of N.T. Butterfield & Son Limited
By: /s/ Craig Bridgewater
Name: Craig Bridgewater
Title: Group Chief Financial Officer
Pursuant to the United States Securities Act of 1933, as amended, the undersigned, the duly authorized representative in the United States for The Bank of N.T. Butterfield & Son Limited, has signed this registration statement on February 26, 2024.
By: /s/ Craig Bridgewater
Name: Craig Bridgewater
Title: Group Chief Financial Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that each of the individuals whose signature appears below constitutes and appoints Michael Collins and Michael Schrum and each of them as his true and lawful attorney-in-fact and agent with full and several power of substitution, for him and his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement or any such subsequent registration statement and reports on Form 6-K relating thereto and any registration statement filed pursuant to Rule 462(b) under the Securities Act of 1933, and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agents or any of them, or their substitutes, may lawfully do or cause to be done.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons and in the capacities indicated on February 26, 2024.
| | | | | | | | |
| Signature | | Title |
| /s/ Michael Collins | | Chairman and Chief Executive Officer |
| Michael Collins | | (Principal Executive Officer) |
| /s/ Michael Schrum | | President and Group Chief Risk Officer, Director |
| Michael Schrum | | |
| /s/ Craig Bridgewater | | Group Chief Financial Officer |
| Craig Bridgewater | | (Principal Financial Officer and Principal Accounting Officer) |
| /s/ Alastair Barbour | | Director |
| Alastair Barbour | | |
| | Director |
| Sonia Baxendale | | |
| /s/ Mark Lynch | | Director |
| Mark Lynch | | |
| /s/ Ingrid Pierce | | Director |
| Ingrid Pierce | | |
| /s/ Jana Schreuder | | Director |
| Jana Schreuder | | |
| /s/ Pamela Thomas-Graham | | Director |
| Pamela Thomas-Graham | | |
| /s/ John Wright | | Director |
| John Wright | | |
EXHIBIT INDEX
| | | | | |
| Exhibit No. | Description of Document |
| 1.1 | Form of Underwriting Agreement.* |
| Form of Specimen of Common Registered Share Certificate (incorporated by reference to Exhibit 4.1 to the registrant’s registration statement on Form F-1/A, filed on August 30, 2016). |
| Form of Senior Debt Securities Indenture between The Bank of N.T. Butterfield & Son Limited and The Bank of New York Mellon Trust Company, N.A., as Trustee (incorporated by reference to Exhibit 4.4 to the Registration Statement on Form F-3 filed on April 18, 2018). |
| Subordinated Debt Securities Indenture between The Bank of N.T. Butterfield & Son Limited and The Bank of New York Mellon Trust Company, N.A., as Trustee, dated as at May 24, 2018 (incorporated by reference to Exhibit 4.1 to the registrant's report on Form 6-K filed on May 24, 2018) |
| Second Supplemental Indenture, between The Bank of N.T. Butterfield & Son Limited and The Bank of New York Mellon Trust Company, N.A., as Trustee, dated as of June 11, 2020, to Subordinated Debt Securities Indenture, dated as of May 24, 2018 (incorporated by reference to Exhibit 4.1 to the Report of Foreign Private Issuer on Form 6-K filed on June 11, 2020). |
4.5 | Form of Warrant Agreement.* |
4.6 | Form of Certificate of Designations of Dollar Preference Shares.* |
4.7 | Form of Depositary Shares.* |
| Amended and Restated Bye-laws of The Bank of N.T. Butterfield & Son Limited (incorporated by reference to Exhibit 1.1 to the registrants Annual Report on Form 20-F for the year ended December 31, 2022). |
| The N.T. Butterfield & Son Bank Act, 1904 (incorporated by reference to Exhibit 3.2 to the registrant’s registration statement on Form F-1, filed on August 4, 2016). |
| Opinion of Sullivan & Cromwell LLP, U.S. counsel for The Bank of N.T. Butterfield & Son Limited. |
| Opinion of Conyers Dill & Pearman Limited, Bermuda counsel for The Bank of N.T. Butterfield & Son Limited. |
| 8.1 | Opinion regarding tax matters.* |
| Consent of PricewaterhouseCoopers Ltd. |
| Consent of Sullivan & Cromwell LLP (included in Exhibit 5.1 above). |
| Consent of Conyers Dill & Pearman Limited (included in Exhibit 5.2 above). |
| 24.1 | Power of attorney (included on signature page). |
| Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939, as amended, of The Bank of New York Mellon Trust Company, N.A., as Trustee for the Form of Senior Debt Securities Indenture. |
| Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939, as amended, of The Bank of New York Mellon Trust Company, N.A., as Trustee for the Subordinated Debt Securities Indenture, dated as of May 24, 2018. |
| Filing Fee Table. |
____________
* To be filed by amendment or as an exhibit to a document to be incorporated by reference herein in connection with an offering of the offered securities, to the extent applicable.
Exhibit 107
Calculation of Filing Fee Table
FORM F-3
(Form Type)
The Bank of N.T. Butterfield & Son Limited
(Exact Name of Registrant as Specified in its Charter)
Table 1: Newly Registered and Carry Forward Securities
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Security Type | Security Class Title | Fee Calculation or Carry Forward Rule | Amount Registered | Proposed Maximum Offering Price Per Unit | Maximum
Aggregate
Offering Price | Fee Rate | Amount of Registration Fee | Carry Forward Form Type | Carry Forward File Number | Carry Forward Initial effective date | Filing Fee Previously Paid In Connection with Unsold Securities to be Carried Forward | |
| Newly Registered Securities |
| Fees to Be Paid | | | | | | | | | | | | | |
| Debt | Senior or Subordinated Debt Securities | Rule 456(b) and Rule 457(r) | (1) | (1) | (1) | (2) | (2) | | | | | |
| Equity | Common Shares, par value BMD $0.01 each | Rule 456(b) and Rule 457(r) | (1) | (1) | (1) | (2) | (2) | | | | | |
| Equity | Dollar Preference Shares, par value $0.01 each | Rule 456(b) and Rule 457(r) | (1) | (1) | (1) | (2) | (2) | | | | | |
| Equity | Depositary Shares(3) | Rule 456(b) and Rule 457(r) | (1) | (1) | (1) | (2) | (2) | | | | | |
| Other | Warrants(4) | Rule 456(b) and Rule 457(r) | (1) | (1) | (1) | (2) | (2) | | | | | |
| Other | Units(5) | Rule 456(b) and Rule 457(r) | (1) | (1) | (1) | (2) | (2) | | | | | |
| Fees Previously Paid | N/A | N/A | N/A | N/A | N/A | N/A | | N/A | | | | | |
| Carry Forward Securities | |
| Carry Forward Securities | N/A | N/A | N/A | N/A |
|
N/A | | | N/A | N/A | N/A | N/A | |
| Total Offering Amounts | | N/A | | N/A | | | | |
| Total Fees Previously Paid | | | | N/A | | | | |
| Total Fee Offsets | | | | N/A | | | | |
| Net Fees Due | | | | N/A | | | | |
(1) The amount to be registered consists of an indeterminate amount of senior or subordinated debt securities, common shares, Dollar preference shares, depositary shares, warrants, and units as may be offered, issued and sold from time to time at indeterminate prices. Separate consideration may or may not be received for securities that are issuable upon the exercise, conversion or exchange of other securities.
(2) The registrant is relying on Rule 456(b) and Rule 457(r) under the Securities Act of 1933, as amended, to defer payment of all of the registration fee. In connection with the securities offered hereby, the Registrant will pay “pay-as-you-go registration fees” in accordance with Rule 456(b). The Registrant will calculate the registration fee applicable to an offer of securities pursuant to this Registration Statement based on the fee payment rate in effect on the date of such fee payment.
(3) Each depositary share will be issued under a deposit agreement, will represent an interest in a fractional share or multiple shares of preferred stock and will be evidenced by a depositary receipt.
(4) Warrants may represent rights to purchase debt securities, preferred stock, common stock or other securities registered hereunder. Warrants may be sold separately or with debt securities, preferred stock, common stock or other securities registered hereunder.
(5) Includes units issuable upon conversion or exchange of securities registered hereunder to the extent any such securities are, by their terms, convertible into or exchangeable for units, including upon the exercise of warrants or delivery upon settlement of purchase contracts. Each unit may consist of a combination of any two or more of the securities being registered hereby or debt obligations of third parties.
[Letterhead of Sullivan & Cromwell LLP]
February 26, 2024
The Bank of N.T. Butterfield & Son Limited,
65 Front Street,
Hamilton, HM 12 Bermuda.
Ladies and Gentlemen:
In connection with the registration under the Securities Act of 1933 (the “Act”) of an unspecified aggregate initial offering price or number of (i) common shares (the “Common Shares”) of The Bank of N.T. Butterfield & Son Limited, a company incorporated under the laws of Bermuda (the “Company”), (ii) preference shares (the “Preference Shares”) of the Company, (iii) depositary shares (the “Depositary Shares”), (iv) debt securities, which may be senior obligations (the “Senior Debt Securities”) or subordinated obligations (the “Subordinated Debt Securities” and, together with the Senior Debt Securities, the “Debt Securities”) of the Company, (v) warrants (the “Warrants”) of the Company and (vi) units (the “Units” and, together with the Common Shares, Preference Shares, Depositary Shares, Debt Securities and Warrants, the “Securities”) of the Company, we, as your United States counsel, have examined such corporate records, certificates and other documents, and such questions of law, as we have considered necessary or appropriate for the purposes of this opinion. Upon the basis of such examination, we advise you that, in our opinion:
(1)When the registration statement on Form F-3 relating to the Securities (the “Registration Statement”) has become effective under the Act, when the terms of the Subordinated Debt Securities and of their issuance and sale have been duly established in conformity with the Indenture, dated May 24, 2018, between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee, and included as Exhibit 4.3 to the Registration Statement (the “Subordinated Debt Indenture”), so as not to violate any applicable law or result in a default under or breach of any agreement or instrument binding upon the Company and so as to comply with any requirement or restriction imposed by any court or governmental body having jurisdiction over the Company, and when the Subordinated Debt Securities have been duly executed and authenticated in accordance with the Subordinated Debt Indenture and issued and sold as contemplated in the Registration Statement, the Subordinated Debt Securities will constitute valid and legally binding obligations of the Company, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles.
(2)When the Registration Statement has become effective under the Act, when the indenture relating to the Senior Debt Securities (the “Senior Debt
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| The Bank of N.T. Butterfield & Son Limited |
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| |
Indenture”) has been duly authorized, executed and delivered, when the terms of the Senior Debt Securities and of their issuance and sale have been duly established in conformity with the Senior Debt Indenture so as not to violate any applicable law or result in a default under or breach of any agreement or instrument binding upon the Company and so as to comply with any requirement or restriction imposed by any court or governmental body having jurisdiction over the Company, and when the Senior Debt Securities have been duly executed and authenticated in accordance with the Senior Debt Indenture and issued and sold as contemplated in the Registration Statement, the Senior Debt Securities will constitute valid and legally binding obligations of the Company, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles.
We note that, as of the date of this opinion, a judgment for money in an action based on a Security denominated in a foreign currency or currency unit in a Federal or state court in the United States ordinarily would be enforced in the United States only in United States dollars. The date used to determine the rate of conversion of the foreign currency or currency unit in which a particular Security is denominated into United States dollars will depend on various factors, including which court renders the judgment. For example, a state court in the State of New York rendering a judgment on a security would be required under Section 27 of the New York Judiciary Law to render such judgment in such foreign currency, and such judgment would be converted into United States dollars at the exchange rate prevailing on the date of the entry of the judgment.
The foregoing opinion is limited to the Federal laws of the United States and the laws of the State of New York, and we are expressing no opinion as to the effect of the laws of any other jurisdiction. In rendering the foregoing opinion, we have assumed, without independent verification, that the Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of Bermuda, that each of the Subordinated Debt Indenture and the Senior Debt Indenture was or will be duly authorized, executed and delivered by the Company insofar as the laws of Bermuda are concerned, that all corporate action by the Company related to the Debt Securities was or will be duly authorized as a matter of Bermuda law, and that the Senior Debt Indenture will be duly authorized, executed and delivered by the Trustee thereunder. With respect to all matters of Bermuda law, we note that you have received an opinion, dated the date hereof, of Conyers Dill & Pearman Limited.
In rendering the foregoing opinion, we are not passing upon, and assume no responsibility for, any disclosure in the Registration Statement or any related prospectus or other offering material regarding the Company or the Debt Securities or their offering and sale.
We have relied as to certain matters on information obtained from public officials, officers of the Company and other sources believed by us to be responsible. We
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| The Bank of N.T. Butterfield & Son Limited |
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have assumed, without independent investigation, that the Subordinated Debt Indenture has been duly authorized, executed and delivered by the Trustee, and that the signatures on all documents examined by us are genuine.
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to us under the heading “Validity of Securities” in the prospectus contained in the Registration Statement. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act.
Very truly yours,
/s/ Sullivan & Cromwell LLP
CONYERS DILL & PEARMAN LIMITED Clarendon House, 2 Church Street Hamilton HM 11, Bermuda Mail: PO Box HM 666, Hamilton HM CX, Bermuda T +1 441 295 1422 conyers.com 26 February 2024 Matter No.:355586 Doc Ref: 24012408.2 +1 441 295 1422 sophia.greaves@conyers.com The Bank of N.T. Butterfield & Son Limited 65 Front Street Hamilton, HM 12 Bermuda Dear Sirs, Re: The Bank of N.T. Butterfield & Son Limited (the "Company") We have acted as special Bermuda legal counsel to the Company in connection with a registration statement on form F-3 filed with the U.S. Securities and Exchange Commission (the "Commission") on 26 February 2024 (the "Registration Statement", which term does not include any other document or agreement whether or not specifically referred to therein or attached as an exhibit or schedule thereto) relating to the shelf registration under the U.S. Securities Act of 1933, as amended, (the "Securities Act") of voting ordinary shares, par value BMD $0.01 each (“Voting Shares”), non-voting ordinary shares, par value BMD $0.01 each (“Non-voting Shares” and together with the Voting Shares, "Common Shares"), preference shares, par value USD $0.01 each ("Preference Shares", and, together with Common Shares, "Equity Securities", which term includes any Common Shares or Preference Shares to be issued pursuant to the conversion, exchange or exercise of any other Securities), depository shares in respect of interests in Preference Shares (“Depository Shares”), senior or subordinated debt securities ("Debt Securities"), warrants ("Warrants") and units consisting of any combination of the foregoing securities ("Units") of the Company (collectively, the "Securities"). For the purposes of giving this opinion, we have examined a copy of the Registration Statement. We have also reviewed The N.T. Butterfield & Son Bank Act, 1904, as amended, and the bye-laws of the Company (together, the “Constitutional Documents”), each certified by the Secretary of the Company on 21 February 2024, minutes of a meeting of its directors held on 12 February 2024 (the "Resolutions") and such other documents and made such enquiries as to questions of law as we have deemed necessary in order to render the opinion set forth below. We have assumed (a) the genuineness and authenticity of all signatures and the conformity to the originals of all copies (whether or not certified) examined by us and the authenticity and completeness of the originals from which such copies were taken, (b) that where a document has been examined by us in draft form, it will be or has been executed and/or filed in the form of that draft, and where a number of drafts of a document have been examined by us all changes thereto have been marked or otherwise drawn to our attention, (c) the accuracy and completeness of all factual representations made in the Registration Statement and other documents reviewed by us, (d) that the Resolutions were passed at one or more duly
Page 2 of 3 convened, constituted and quorate meetings, or by unanimous written resolutions, remain in full force and effect and have not been, and will not be, rescinded or amended, (e) that the Company will issue the Securities in furtherance of its objects as set out in The N.T. Butterfield & Son Bank Act, 1904, as amended, (f) that the Constitutional Documents will not be amended in any manner that would affect the opinions expressed herein, (g) that there is no provision of the law of any jurisdiction, other than Bermuda, which would have any implication in relation to the opinions expressed herein, (h) that the Company will have sufficient authorised capital to effect the issue of any of the Equity Securities at the time of issuance, whether as a principal issue or on the conversion, exchange or exercise of any Securities, (i) that the Company's shares will be listed on an appointed stock exchange, as defined in the Companies Act 1981, as amended (the "Companies Act"), (j) that the form and terms of any and all Securities (including, without limitation, the designation, powers, preferences, rights, qualifications, limitations and restrictions of Preference Shares) or other securities (or other obligations, rights, currencies, commodities or other subject matter) comprising the same or subject thereto (in the case of the Warrants and Units), the issuance and sale thereof by the Company, and the Company’s incurrence and performance of its obligations thereunder or in respect thereof (including, without limitation, its obligations under any related agreement, indenture or supplement thereto) in accordance with the terms thereof will not violate the Constitutional Documents nor any applicable law, regulation, order or decree in Bermuda, (k) that all necessary corporate action will be taken to authorise and approve any issuance of Securities (including, if Preference Shares are to be issued, all necessary corporate action to establish one or more series of Preference Shares and fix the designation, powers, preferences, rights, qualifications, limitations and restrictions thereof), the terms of the offering thereof and related matters, and that the applicable definitive purchase, underwriting or similar agreement and, if Debt Securities are to be issued, the applicable indenture and any applicable supplements thereto, will be duly approved, executed and delivered by or on behalf of the Company and all other parties thereto, (l) that the applicable purchase, underwriting or similar agreement, any Debt Security, any indenture and any supplement thereto and any other agreement or other document relating to any Security will be valid and binding in accordance with its terms pursuant to its governing law; (m) that the issuance and sale of and payment for the Securities will be in accordance with the applicable purchase, underwriting or similar agreement duly approved by the Board of Directors, the Registration Statement (including the prospectus set forth therein and any applicable supplement thereto) and, if Debt Securities are to be issued, the applicable indenture and any applicable supplements thereto, (n) that, upon the issue of any Equity Securities, the Company will receive consideration for the full issue price thereof which shall be equal to at least the par value thereof, (o) that the Company will comply, to the extent applicable, with both the requirements of Part III of the Companies Act entitled "Prospectuses and Public Offers", and with Regulation 6.21 of Section IIA of the listing regulations issued by the Bermuda Stock Exchange and (p) the capacity, power and authority of all parties other than the Company to enter into and perform their obligations under any and all documents entered into by such parties in connection with the issuance of the Securities, and the due execution and delivery thereof by each party thereto. The obligations of the Company in connection with any Security and any indenture or other agreement or document relating thereto (a) will be subject to the laws from time to time in effect relating to bankruptcy, insolvency, liquidation, possessory liens, rights of set off, reorganisation, amalgamation, merger, moratorium, bribery, corruption, money laundering, terrorist financing, proliferation financing or any other laws or legal procedures, whether of a similar nature or otherwise, generally affecting the rights of creditors as well as applicable international sanctions, (b) will be subject to statutory limitation of the time within which
Page 3 of 3 proceedings may be brought, (c) will be subject to general principles of equity and, as such, specific performance and injunctive relief, being equitable remedies, may not be available, (d) may not be given effect to by a Bermuda court if and to the extent they constitute the payment of an amount which is in the nature of a penalty, and (e) may not be given effect by a Bermuda court to the extent that they are to be performed in a jurisdiction outside Bermuda and such performance would be illegal under the laws of that jurisdiction. Notwithstanding any contractual submission to the jurisdiction of specific courts, a Bermuda court has inherent discretion to stay or allow proceedings in the Bermuda courts. We have made no investigation of and express no opinion in relation to the laws of any jurisdiction other than Bermuda. This opinion is to be governed by and construed in accordance with the laws of Bermuda and is limited to and is given on the basis of the current law and practice in Bermuda. This opinion is issued solely for the purposes of the filing of the Registration Statement and the issuance of the Securities by the Company as described in the Registration Statement and is not to be relied upon in respect of any other matter. On the basis of and subject to the foregoing we are of the opinion that: 1. The Company is duly incorporated and existing under the laws of Bermuda in good standing (meaning solely that it has not failed to make any filing with any Bermuda governmental authority under the Companies Act or to pay any Bermuda government fee or tax which would make it liable to be struck off the Register of Companies and thereby cease to exist under the laws of Bermuda). 2. Upon the due issuance of Common Shares and/or Preference Shares (including those represented by Depository Shares) and payment of the consideration therefor, such Common Shares and/or Preference Shares will be validly issued, fully paid and non- assessable (which term means when used herein that no further sums are required to be paid by the holders thereof in connection with the issue of such shares). 3. Upon the due issuance of: (a) Debt Securities of any series; (b) Warrants; and/or (c) Units, and payment of the consideration therefor, such Securities will be validly issued and (except in the case of any Equity Securities forming part of a Unit) will constitute valid and binding obligations of the Company in accordance with the terms thereof. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the references to our firm under the caption “Validity of Securities” in the prospectus forming a part of the Registration Statement. In giving such consent, we do not hereby admit that we are experts within the meaning of Section 11 of the Securities Act or that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the Rules and Regulations of the Commission promulgated thereunder. Yours faithfully, Conyers Dill & Pearman Limited
Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in this Registration Statement on Form F-3 of The Bank of N.T. Butterfield & Son Limited of our report dated February 21, 2024 relating to the financial statements and the effectiveness of internal control over financial reporting, which appears in The Bank of N.T. Butterfield & Son Limited's Annual Report on Form 20-F for the year ended December 31, 2023. We also consent to the reference to us under the heading “Experts” in such Registration Statement.
/s/ PricewaterhouseCoopers Ltd.
Hamilton, Bermuda
February 26, 2024
= = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) |__| ___________________________ THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. (Exact name of trustee as specified in its charter) (Jurisdiction of incorporation if not a U.S. national bank) 95-3571558 (I.R.S. employer identification no.) 333 South Hope Street Suite 2525 Los Angeles, California (Address of principal executive offices) 90071 (Zip code) ___________________________ The Bank of N.T. Butterfield & Son Limited (Exact name of obligor as specified in its charter) Bermuda (State or other jurisdiction of incorporation or organization) Not Applicable (I.R.S. employer identification no.) 65 Front Street Hamilton, HM 12 Bermuda (Address of principal executive offices) (Zip code) ___________________________ Senior Debt Securities (Title of the indenture securities) = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = 8772910v.1
- 2 - 1. General information. Furnish the following information as to the trustee: (a) Name and address of each examining or supervising authority to which it is subject. Name Address Comptroller of the Currency United States Department of the Treasury Washington, DC 20219 Federal Reserve Bank San Francisco, CA 94105 Federal Deposit Insurance Corporation Washington, DC 20429 (b) Whether it is authorized to exercise corporate trust powers. Yes. 2. Affiliations with Obligor. If the obligor is an affiliate of the trustee, describe each such affiliation. None. 16. List of Exhibits. Exhibits identified in parentheses below, on file with the Commission, are incorporated herein by reference as an exhibit hereto, pursuant to Rule 7a-29 under the Trust Indenture Act of 1939 (the "Act"). 1. A copy of the articles of association of The Bank of New York Mellon Trust Company, N.A., formerly known as The Bank of New York Trust Company, N.A. (Exhibit 1 to Form T-1 filed with Registration Statement No. 333-121948 and Exhibit 1 to Form T-1 filed with Registration Statement No. 333-152875). 2. A copy of certificate of authority of the trustee to commence business. (Exhibit 2 to Form T-1 filed with Registration Statement No. 333-121948). 3. A copy of the authorization of the trustee to exercise corporate trust powers (Exhibit 3 to Form T-1 filed with Registration Statement No. 333-152875).
- 3 - 4. A copy of the existing by-laws of the trustee (Exhibit 4 to Form T-1 filed with Registration Statement No. 333-229762). 6. The consent of the trustee required by Section 321(b) of the Act (Exhibit 6 to Form T-1 filed with Registration Statement No. 333-152875). 7. A copy of the latest report of condition of the Trustee published pursuant to law or to the requirements of its supervising or examining authority.
- 4 - SIGNATURE Pursuant to the requirements of the Act, the trustee, The Bank of New York Mellon Trust Company, N.A., a banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Jacksonville, and State of Florida, on the 20th day of February, 2024. THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. By: /s/ Michael C. Jenkins Name: Michael C. Jenkins Title: Vice President
1 EXHIBIT 7 Consolidated Report of Condition of THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. of 333 South Hope Street, Suite 2525, Los Angeles, CA 90071 At the close of business December 31, 2023, published in accordance with Federal regulatory authority instructions. Dollar amounts in thousands ASSETS Cash and balances due from depository institutions: Noninterest-bearing balances and currency and coin………………………………………… 2,559 Interest-bearing balances ............................................................................................................. 331,039 Securities: Held-to-maturity securities .................................................................................................................... 0 Available-for-sale debt securities ....................................................................................................... 524 Equity securities with readily determinable fair values not held for trading …………………………0 Federal funds sold and securities purchased under agreements to resell: Federal funds sold in domestic offices ................................................................................................... 0 Securities purchased under agreements to resell .................................................................................... 0 Loans and lease financing receivables: Loans and leases held for sale ................................................................................................................ 0 Loans and leases, held for investment ……………………0 LESS: Allowance for loan and lease losses ………………………………………………0 Loans and leases held for investment, net of allowance ………………………………………… 0 Trading assets ....................................................................................................................................................... 0 Premises and fixed assets (including capitalized leases) ……………………………………………. . 13,138 Other real estate owned ........................................................................................................................................ 0 Investments in unconsolidated subsidiaries and associated companies ……………………………………… 0 Direct and indirect investments in real estate ventures ……………………………………………………. .. 0 Intangible assets ……………………………………………………………………………………….856,313 Other assets ................................................................................................................................................ 114,683 Total assets ........................................................................................................................................... $1,318,256 8772907v.1
2 LIABILITIES Deposits: In domestic offices ................................................................................................................................. 1,264 Noninterest-bearing…………………………………………………………… 1,264 Interest-bearing …………………………………………………………………... 0 Federal funds purchased and securities sold under agreements to repurchase: Federal funds purchased in domestic offices .......................................................................................... 0 Securities sold under agreements to repurchase ..................................................................................... 0 Trading liabilities .................................................................................................................................................. 0 Other borrowed money: (includes mortgage indebtedness and obligations under capitalized leases)………………………………….. 0 Not applicable Not applicable Subordinated notes and debentures ...................................................................................................................... 0 Other liabilities .......................................................................................................................................... 263,286 Total liabilities ........................................................................................................................................... 264,550 Not applicable EQUITY CAPITAL Perpetual preferred stock and related surplus ………………………………………………………………...0 Common stock ............................................................................................................................................... 1,000 Surplus (exclude all surplus related to preferred stock) ............................................................................ 106,539 Not available Retained earnings ................................................................................................................................... 946,167 Accumulated other comprehensive income ……………………………………………………… 0 Other equity capital components……………………………………………………………………………... 0 Not available Total bank equity capital ………………………………………………………………………….1,053,706 Noncontrolling (minority) interests in consolidated subsidiaries….……………………………………….. 0 Total equity capital ................................................................................................................................. 1,053,706 Total liabilities and equity capital .......................................................................................................... 1,318,256 I, Matthew J. McNulty, CFO of the above-named bank do hereby declare that the Reports of Condition and Income (including the supporting schedules) for this report date have been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and are true to the best of my knowledge and belief. Matthew J. McNulty ) CFO We, the undersigned directors (trustees), attest to the correctness of the Report of Condition (including the supporting schedules) for this report date and declare that it has been examined by us and to the best of our knowledge and belief has been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and is true and correct. Antonio I. Portuondo, President ) Loretta A. Lundberg, Managing Director ) Directors (Trustees) Jon M. Pocchia, Managing Director )
= = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) |__| ___________________________ THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. (Exact name of trustee as specified in its charter) (Jurisdiction of incorporation if not a U.S. national bank) 95-3571558 (I.R.S. employer identification no.) 333 South Hope Street Suite 2525 Los Angeles, California (Address of principal executive offices) 90071 (Zip code) ___________________________ The Bank of N.T. Butterfield & Son Limited (Exact name of obligor as specified in its charter) Bermuda (State or other jurisdiction of incorporation or organization) Not Applicable (I.R.S. employer identification no.) 65 Front Street Hamilton, HM 12 Bermuda (Address of principal executive offices) (Zip code) ___________________________ Subordinated Debt Securities (Title of the indenture securities) = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = 8772908v.1
- 2 - 1. General information. Furnish the following information as to the trustee: (a) Name and address of each examining or supervising authority to which it is subject. Name Address Comptroller of the Currency United States Department of the Treasury Washington, DC 20219 Federal Reserve Bank San Francisco, CA 94105 Federal Deposit Insurance Corporation Washington, DC 20429 (b) Whether it is authorized to exercise corporate trust powers. Yes. 2. Affiliations with Obligor. If the obligor is an affiliate of the trustee, describe each such affiliation. None. 16. List of Exhibits. Exhibits identified in parentheses below, on file with the Commission, are incorporated herein by reference as an exhibit hereto, pursuant to Rule 7a-29 under the Trust Indenture Act of 1939 (the "Act"). 1. A copy of the articles of association of The Bank of New York Mellon Trust Company, N.A., formerly known as The Bank of New York Trust Company, N.A. (Exhibit 1 to Form T-1 filed with Registration Statement No. 333-121948 and Exhibit 1 to Form T-1 filed with Registration Statement No. 333-152875). 2. A copy of certificate of authority of the trustee to commence business. (Exhibit 2 to Form T-1 filed with Registration Statement No. 333-121948). 3. A copy of the authorization of the trustee to exercise corporate trust powers (Exhibit 3 to Form T-1 filed with Registration Statement No. 333-152875).
- 3 - 4. A copy of the existing by-laws of the trustee (Exhibit 4 to Form T-1 filed with Registration Statement No. 333-229762). 6. The consent of the trustee required by Section 321(b) of the Act (Exhibit 6 to Form T-1 filed with Registration Statement No. 333-152875). 7. A copy of the latest report of condition of the Trustee published pursuant to law or to the requirements of its supervising or examining authority.
- 4 - SIGNATURE Pursuant to the requirements of the Act, the trustee, The Bank of New York Mellon Trust Company, N.A., a banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Jacksonville, and State of Florida, on the 20th day of February, 2024. THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. By: /s/ Michael C. Jenkins Name: Michael C. Jenkins Title: Vice President
1 EXHIBIT 7 Consolidated Report of Condition of THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. of 333 South Hope Street, Suite 2525, Los Angeles, CA 90071 At the close of business December 31, 2023, published in accordance with Federal regulatory authority instructions. Dollar amounts in thousands ASSETS Cash and balances due from depository institutions: Noninterest-bearing balances and currency and coin………………………………………… 2,559 Interest-bearing balances ............................................................................................................. 331,039 Securities: Held-to-maturity securities .................................................................................................................... 0 Available-for-sale debt securities ....................................................................................................... 524 Equity securities with readily determinable fair values not held for trading …………………………0 Federal funds sold and securities purchased under agreements to resell: Federal funds sold in domestic offices ................................................................................................... 0 Securities purchased under agreements to resell .................................................................................... 0 Loans and lease financing receivables: Loans and leases held for sale ................................................................................................................ 0 Loans and leases, held for investment ……………………0 LESS: Allowance for loan and lease losses ………………………………………………0 Loans and leases held for investment, net of allowance ………………………………………… 0 Trading assets ....................................................................................................................................................... 0 Premises and fixed assets (including capitalized leases) ……………………………………………. . 13,138 Other real estate owned ........................................................................................................................................ 0 Investments in unconsolidated subsidiaries and associated companies ……………………………………… 0 Direct and indirect investments in real estate ventures ……………………………………………………. .. 0 Intangible assets ……………………………………………………………………………………….856,313 Other assets ................................................................................................................................................ 114,683 Total assets ........................................................................................................................................... $1,318,256 8772907v.1
2 LIABILITIES Deposits: In domestic offices ................................................................................................................................. 1,264 Noninterest-bearing…………………………………………………………… 1,264 Interest-bearing …………………………………………………………………... 0 Federal funds purchased and securities sold under agreements to repurchase: Federal funds purchased in domestic offices .......................................................................................... 0 Securities sold under agreements to repurchase ..................................................................................... 0 Trading liabilities .................................................................................................................................................. 0 Other borrowed money: (includes mortgage indebtedness and obligations under capitalized leases)………………………………….. 0 Not applicable Not applicable Subordinated notes and debentures ...................................................................................................................... 0 Other liabilities .......................................................................................................................................... 263,286 Total liabilities ........................................................................................................................................... 264,550 Not applicable EQUITY CAPITAL Perpetual preferred stock and related surplus ………………………………………………………………...0 Common stock ............................................................................................................................................... 1,000 Surplus (exclude all surplus related to preferred stock) ............................................................................ 106,539 Not available Retained earnings ................................................................................................................................... 946,167 Accumulated other comprehensive income ……………………………………………………… 0 Other equity capital components……………………………………………………………………………... 0 Not available Total bank equity capital ………………………………………………………………………….1,053,706 Noncontrolling (minority) interests in consolidated subsidiaries….……………………………………….. 0 Total equity capital ................................................................................................................................. 1,053,706 Total liabilities and equity capital .......................................................................................................... 1,318,256 I, Matthew J. McNulty, CFO of the above-named bank do hereby declare that the Reports of Condition and Income (including the supporting schedules) for this report date have been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and are true to the best of my knowledge and belief. Matthew J. McNulty ) CFO We, the undersigned directors (trustees), attest to the correctness of the Report of Condition (including the supporting schedules) for this report date and declare that it has been examined by us and to the best of our knowledge and belief has been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and is true and correct. Antonio I. Portuondo, President ) Loretta A. Lundberg, Managing Director ) Directors (Trustees) Jon M. Pocchia, Managing Director )
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