First Republic Bank (“First Republic”) (NYSE: FRC), a private bank and wealth management company, today announced a public offering of depositary shares, each representing a 1/40th interest in a share of First Republic’s Noncumulative Perpetual Series B Preferred Stock, at a public offering price of $25.00 per depositary share. In addition, First Republic will grant the underwriters an option for up to 30 days to purchase additional depositary shares at the public offering price less the underwriting discount. First Republic expects to use the net proceeds from the offering for general corporate purposes, which may include, among other things, funding loans or purchasing investment securities for its portfolio. The offering will also offset the impact on Tier 1 capital of a possible redemption by First Republic’s subsidiary, First Republic Preferred Capital Corporation (“FRPCC”), of FRPCC’s 7.25% Noncumulative Perpetual Series D preferred stock. The redemption of FRPCC’s Series D preferred stock would cause a one-time reduction in net income available to the Bank’s common shareholders of $13.2 million, or $0.10 per share, in the quarterly period that FRPCC redeems its Series D preferred stock.
Morgan Stanley, Merrill Lynch, Pierce, Fenner & Smith Incorporated and J.P. Morgan are serving as joint book-running managers.
The offering will be made only by means of an offering circular. The preliminary offering circular relating to the offering is available at www.frc-offering.com. Copies of the preliminary offering circular may also be obtained from Morgan Stanley, Attention: Prospectus Department, 180 Varick Street, New York, New York 10014, or by email at email@example.com; from Merrill Lynch, Pierce, Fenner & Smith Incorporated, 4 World Financial Center, New York, NY 10080, Attn: Prospectus Department or by emailing firstname.lastname@example.org; or from J.P. Morgan Securities LLC, 383 Madison Avenue, New York, NY 10017, Attn: Investment Grade Syndicate Desk, phone: (212) 834-4533.
About First Republic
First Republic Bank and its subsidiaries provide private banking, private business banking and private wealth management. Founded in 1985, First Republic specializes in exceptional, relationship-based service offered through preferred banking or wealth management offices primarily in San Francisco, Palo Alto, Los Angeles, Santa Barbara, Newport Beach, San Diego, Portland, Boston, Greenwich and New York City. First Republic offers a complete line of banking products for individuals and businesses, including deposit services, as well as residential, commercial and personal loans. First Republic is a component of the S&P Total Market Index, the Wilshire 5000 Total Market IndexSM, the Russell 1000®, Russell 3000® and Russell Global indices and six Dow Jones indices.
This press release is for informational purposes only and shall not constitute an offer to sell or a solicitation of an offer to buy the securities, nor shall there be any sale of the securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. The securities are neither insured nor approved by the Federal Deposit Insurance Corporation.
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Statements about First Republic’s expectations, beliefs, plans, predictions, forecasts, objectives, assumptions or future events or performance are not historical facts and may be forward-looking. These statements are often, but not always, made through the use of words or phrases such as “anticipates,” “believes,” “can,” “could,” “may,” “predicts,” “potential,” “should,” “will,” “estimate,” “plans,” “projects,” “continuing,” “ongoing,” “expects,” “intends” and similar words or phrases. Accordingly, these statements are only predictions and involve estimates, known and unknown risks, assumptions and uncertainties that could cause actual results to differ materially from those expressed in them. All forward-looking statements are necessarily only estimates of future results, and there can be no assurance that actual results will not differ materially from expectations, and, therefore, you are cautioned not to place undue reliance on such statements. Any forward-looking statements are qualified in their entirety by reference to the factors discussed in the section titled “Risk Factors” in First Republic’s preliminary offering circular relating to this offering, including the documents incorporated by reference therein, and other risks described in documents subsequently filed by First Republic from time to time. Further, any forward-looking statement speaks only as of the date on which it is made, and First Republic undertakes no obligation to update any forward-looking statement to reflect events or circumstances after the date on which the statement is made or to reflect the occurrence of unanticipated events.
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