BCB Bancorp, Inc. Announces Extension of Exchange Offer for its 9.25% Fixed-to-Floating Rate Subordinated Notes Due 2034

Rhea-AI Summary

BCB Bancorp (NASDAQ: BCBP) has extended its exchange offer for its 9.25% Fixed-to-Floating Rate Subordinated Notes due 2034. The offer allows holders to exchange up to $40 million aggregate principal amount of outstanding notes for an equivalent amount of notes registered under the Securities Act of 1933. The deadline has been extended from December 3, 2024, to December 5, 2024, at 5:00 p.m. Eastern Time. As of December 3, 2024, $39 million (97.5%) of the outstanding notes had been tendered in the exchange offer.

Positive

• High participation rate with 97.5% ($39 million) of notes already tendered
• Successful placement of $40 million in subordinated notes strengthening capital structure

Negative

• None.

Insights

Financial Analyst

This debt exchange offer is primarily an administrative procedure to convert privately placed notes into SEC-registered securities. The high participation rate of 97.5% indicates strong noteholder acceptance. The $40 million subordinated notes carrying a 9.25% fixed-to-floating rate structure provide BCB Bancorp with tier 2 capital. The extension by two days is routine and likely aimed at achieving full participation. The high interest rate reflects the current rate environment and subordinated status of the debt. This transaction improves the notes' liquidity by making them freely tradeable after registration, though the impact on BCB's operations and financial position remains neutral as it's essentially exchanging like-for-like securities.

BAYONNE, N.J.--(BUSINESS WIRE)-- BCB Bancorp, Inc. (the “Company”), (NASDAQ: BCBP), the holding company for BCB Community Bank (the “Bank”), today announced that it had extended its offer (the "exchange offer") to exchange up to $40 million aggregate principal amount of its outstanding 9.25% Fixed-to-Floating Rate Subordinated Notes due 2034 (the "Old Notes") for an equivalent amount of its 9.25% Fixed-to-Floating Rate Subordinated Notes due 2034 registered under the Securities Act of 1933, as amended (the "Exchange Notes"). $40 million aggregate principal amount of Old Notes were issued and sold by the Company in August 2024 in a private offering.

The exchange offer, previously scheduled to expire at 5:00 p.m., Eastern Time, on Tuesday, December 3, 2024, will now expire at 5:00 p.m., Eastern Time, on Thursday, December 5, 2024, unless further extended. $39 million in aggregate principal amount, or 97.5%, of the outstanding Old Notes were tendered in the exchange offer as of 5:00 p.m., Eastern Time, on December 3, 2024.

The terms of the exchange offer are set forth in a prospectus dated October 31, 2024. Copies of the prospectus and the other exchange offer documents may be obtained from the exchange agent:

UMB Bank, N.A.
Attn: Corporate Trust Officer/James Henry
5555 San Felipe, Suite 870
Houston, Texas 77056
Telephone: (512) 582-5851
Email: james.henry@umb.com
Facsimile (for eligible institutions only): (512) 582-5855

This press release is for informational purposes only and is neither an offer to buy or sell nor a solicitation of an offer to buy or sell any Old Notes or Exchange Notes. The exchange offer is being made only pursuant to the exchange offer prospectus, which is being distributed to holders of the Old Notes and has been filed with the Securities and Exchange Commission as part of the Company's Registration Statement on Form S-4 (File No. 333-282784), which was declared effective on October 30, 2024.

About BCB Bancorp, Inc.

BCB Bancorp, Inc. is a New Jersey corporation established in 2003, and is the holding company parent of BCB Community Bank. The Company has not engaged in any significant business activity other than owning all of the outstanding common stock of the Bank. Established in 2000 and headquartered in Bayonne, N.J., the Bank is the wholly-owned subsidiary of BCB Bancorp, Inc. (NASDAQ: BCBP). The Bank has twenty-three branch offices in Bayonne, Edison, Hoboken, Fairfield, Holmdel, Jersey City, Lyndhurst, Maplewood, Monroe Township, Newark, Parsippany, Plainsboro, River Edge, Rutherford, South Orange, Union, and Woodbridge, New Jersey, and three branch offices in Hicksville and Staten Island, New York. The Bank provides businesses and individuals a wide range of loans, deposit products, and retail and commercial banking services. For more information, please go to www.bcb.bank.

Forward-Looking Statements

This release, like many written and oral communications presented by BCB Bancorp, Inc., and our authorized officers, may contain certain forward-looking statements regarding our prospective performance and strategies within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. We intend such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995, and are including this statement for purposes of said safe harbor provisions. Forward-looking statements, which are based on certain assumptions and describe future plans, strategies, and expectations of the Company, are generally identified by use of words “anticipate,” “believe,” “estimate,” “expect,” “intend,” “plan,” “project,” “seek,” “strive,” “try,” or future or conditional verbs such as “could,” “may,” “should,” “will,” “would,” or similar expressions. Our ability to predict results or the actual effects of our plans or strategies is inherently uncertain. Accordingly, actual results may differ materially from anticipated results.

The most significant factor that could cause future results to differ materially from those anticipated by our forward-looking statements include the ongoing impact of higher inflation levels, higher interest rates and general economic and recessionary concerns, all of which could impact economic growth and could cause a reduction in financial transactions and business activities, including decreased deposits and reduced loan originations, our ability to manage liquidity and capital in a rapidly changing and unpredictable market, supply chain disruptions, labor shortages and additional interest rate increases by the Federal Reserve. Other factors that could cause future results to vary materially from current management expectations as reflected in our forward-looking statements include, but are not limited to: the global impact of the military conflicts in the Ukraine and the Middle East; unfavorable economic conditions in the United States generally and particularly in our primary market area; the Company’s ability to effectively attract and deploy deposits; the impact of any future pandemics or other natural disasters; changes in the Company’s corporate strategies, the composition of its assets, or the way in which it funds those assets; shifts in investor sentiment or behavior in the securities, capital, or other financial markets, including changes in market liquidity or volatility; the effects of declines in real estate values that may adversely impact the collateral underlying our loans; increase in unemployment levels and slowdowns in economic growth; our level of non-performing assets and the costs associated with resolving any problem loans including litigation and other costs; the impact of changes in interest rates and the credit quality and strength of underlying collateral and the effect of such changes on the market value of our loan and investment securities portfolios; the credit risk associated with our loan portfolio; changes in the quality and composition of the Bank’s loan and investment portfolios; changes in our ability to access cost-effective funding; deposit flows; legislative and regulatory changes, including increases in Federal Deposit Insurance Corporation, or FDIC, insurance rates; monetary and fiscal policies of the federal and state governments; changes in tax policies, rates and regulations of federal, state and local tax authorities; demands for our loan products; demand for financial services; competition; changes in the securities or secondary mortgage markets; changes in management’s business strategies; changes in consumer spending; our ability to retain key employees; the effects of any reputational, credit, interest rate, market, operational, legal, liquidity, or regulatory risk; expanding regulatory requirements which could adversely affect operating results; civil unrest in the communities that we serve; and other factors discussed elsewhere in this report, and in other reports we filed with the SEC, including under “Risk Factors” in Part I, Item 1A of our Annual Report on Form 10-K, and our other periodic reports that we file with the SEC.

View source version on businesswire.com: https://www.businesswire.com/news/home/20241204876004/en/

Michael Shriner,

President & CEO

Jawad Chaudhry,

EVP & CFO

(201) 823-0700

Source: BCB Bancorp, Inc.

FAQ

When does BCB Bancorp's (BCBP) extended exchange offer expire?

The exchange offer expires at 5:00 p.m. Eastern Time on Thursday, December 5, 2024, unless further extended.

What is the total value of BCB Bancorp's (BCBP) exchange offer for subordinated notes?

The exchange offer is for up to $40 million aggregate principal amount of 9.25% Fixed-to-Floating Rate Subordinated Notes due 2034.

How much of BCB Bancorp's (BCBP) outstanding notes were tendered as of December 3, 2024?

$39 million in aggregate principal amount, representing 97.5% of the outstanding notes, were tendered in the exchange offer.