Bridgewater Bancshares, Inc. Announces Pricing of $60.0 Million Depositary Shares Offering

Rhea-AI Summary

Bridgewater Bancshares, Inc. (Nasdaq: BWB) has announced the pricing of its public offering of 2,400,000 depositary shares, representing a 1/100th interest in 5.875% Non-Cumulative Perpetual Preferred Stock, Series A, expected to generate gross proceeds of $60 million. The offering includes a 30-day option for underwriters to purchase an additional 360,000 shares. Proceeds will be used for general corporate purposes and supporting growth plans. The offering is set to close around August 17, 2021, with dividends payable quarterly starting December 1, 2021.

Positive

• Gross proceeds of $60 million will support organic growth and improve capital ratios.
• The offering allows Bridgewater to potentially redeem outstanding debts.

Negative

• Possible dilution of existing shareholders due to the new offering.
• Market uncertainty related to future performance based on forward-looking statements.

Bridgewater Bancshares, Inc. (Nasdaq: BWB), the parent company of Bridgewater Bank, today announced the pricing of its underwritten public offering of 2,400,000 depositary shares, each representing a 1/100th ownership interest in a share of 5.875% Non-Cumulative Perpetual Preferred Stock, Series A, par value $0.01 per share (the “Series A Preferred Stock”), with a liquidation preference of $2,500 per share (equivalent to $25.00 per depositary share) for gross proceeds of $60.0 million. Bridgewater also granted the underwriters a 30-day option to purchase up to 360,000 additional depositary shares. Bridgewater intends to use the net proceeds from the offering for general corporate purposes, including support for organic growth plans, support for bank level capital ratios and possible redemption or repurchase of currently outstanding indebtedness. Bridgewater has applied to list the depositary shares on the Nasdaq Capital Market under the symbol “BWBP”. The offering is subject to customary closing conditions and is expected to close on or about August 17, 2021.

Dividends will be payable on the Series A Preferred Stock if, as and when declared by Bridgewater’s Board of Directors on a non-cumulative basis on March 1^st, June 1^st, September 1^st and December 1^st of each year, commencing on December 1, 2021 at a per annum rate of 5.875%.

D.A. Davidson & Co. is acting as the lead book-running manager and Performance Trust Capital Partners, LLC is acting as joint lead book-running manager for the offering.

The offering is being made pursuant to a prospectus supplement and accompanying prospectus filed as part of an effective shelf registration statement filed with the Securities and Exchange Commission on Form S-3 (File No. 333-230533). Prospective investors should read the prospectus supplement and accompanying prospectus in the registration statement and other documents that Bridgewater has filed or will file with the SEC for more complete information about Bridgewater and the offering.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any offer or sale of these securities, in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction. The offering of the depositary shares is being made only by means of a prospectus supplement and accompanying prospectus, copies of which, when available, can be obtained for free by visiting EDGAR on the SEC’s website at www.sec.gov or by contacting D.A. Davidson & Co. at 8 Third Street North, Great Falls, MT 59401, or by emailing prospectusrequest@dadco.com, or calling 1-800-322-5915; or by contacting Performance Trust Capital Partners, LLC at 500 W. Madison Ave, Suite 450, Chicago IL 60661, or by emailing mshields@performancetrust.com, or by calling (321) 521-1638.

About Bridgewater

Bridgewater Bancshares, Inc. (Nasdaq: BWB) is a St. Louis Park, Minnesota-based financial holding company. Bridgewater’s primary banking subsidiary, Bridgewater Bank, is a premier, full-service Twin Cities bank dedicated to serving the diverse needs of commercial real estate investors, entrepreneurs, business clients and high-net-worth individuals. By pairing a range of deposit, lending and business services solutions with a responsive service model, Bridgewater has seen continuous growth and profitability. With total assets of $3.2 billion and seven branches as of June 30, 2021, Bridgewater is considered one of the largest locally led banks in the State of Minnesota, and has received numerous awards for its growth, banking services and esteemed corporate culture.

Forward-Looking Statements

This press release includes “forward-looking statements” within the meanings of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act, and Section 21E of the Exchange Act, including but not limited to statements about the anticipated use of the net proceeds from the offering and other matters.

Forward-looking statements are subject to known and unknown risks and uncertainties, many of which may be beyond the Company’s control. The Company cautions you that the forward-looking statements presented in this press release are not a guarantee of future events, and that actual events may differ materially from those made in or suggested by the forward-looking information contained in this press release. Forward-looking statements generally can be identified by the use of forward-looking terminology such as “may,” “plan,” “seek,” “will,” “expect,” “intend,” “estimate,” “anticipate,” “believe” or “continue” or the negative thereof or variations thereon or similar terminology. Factors that may cause actual results to differ materially from those made or suggested by the forward-looking statements contained in this press release include those identified in the Company’s most recent annual report on Form 10-K and subsequent filings with the SEC. Any forward-looking statements presented herein are made only as of the date of this press release, and the Company does not undertake any obligation to update or revise any forward-looking statements to reflect changes in assumptions, the occurrence of unanticipated events, or otherwise.

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FAQ

What is the price and details of Bridgewater Bancshares' stock offering (BWB)?

Bridgewater Bancshares is offering 2,400,000 depositary shares at a gross price of $60 million, with a 5.875% dividend rate.

What will the proceeds from the BWB stock offering be used for?

The proceeds will be used for general corporate purposes, including supporting growth plans and capital ratios.

When is the expected closing date for the BWB offering?

The offering is expected to close on or around August 17, 2021.

What are the potential impacts of the new offering on BWB shareholders?

The new offering may lead to dilution of existing shares and uncertainty regarding stock performance.

How often will dividends be paid for the Series A Preferred Stock of BWB?

Dividends will be paid quarterly on March 1st, June 1st, September 1st, and December 1st, starting December 1, 2021.