Civista Bancshares, Inc. Announces Extension of Exchange Offer for 3.25% Fixed-to-Floating Rate Subordinated Notes due 2031

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Civista Bancshares (NASDAQ:CIVB) announced the extension of its exchange offer for $75 million of its 3.25% Fixed-to-Floating Rate Subordinated Notes due 2031. The offer, initially set to expire on April 26, 2022, will now conclude on April 28, 2022. As of the previous expiration date, approximately $72.5 million of the outstanding notes had been tendered, representing 96.7% of the total. The exchange offer is governed by a prospectus dated March 8, 2022, and aims to enhance the liquidity of the notes issued in a private placement.

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• 96.7% of the total notes have been tendered for exchange.

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• None.

SANDUSKY, Ohio, April 27, 2022 /PRNewswire/ -- Civista Bancshares, Inc. (NASDAQ:CIVB) ("Civista") announced today that it has extended its registered exchange offer to exchange any and all of its $75,000,000 aggregate principal amount of 3.25% Fixed-to-Floating Rate Subordinated Notes due 2031, which were issued in a private placement on November 30, 2021, for an equal principal amount of its 3.25% Fixed-to-Floating Rate Subordinated Notes due 2031, which have been registered under the Securities Act of 1933, as amended.

The exchange offer, which had been scheduled to expire at 5:00 p.m., New York City time, on April 26, 2022, will now expire at 5:00 p.m., New York City time, on April 28, 2022, unless further extended by Civista. All other terms, provisions and conditions of the exchange offer will remain in full force and effect. As of 5:00 p.m., New York City time, on April 26, 2022, $72,500,000 aggregate principal amount of the outstanding notes had been tendered for exchange, representing approximately 96.7% of the outstanding notes.

The terms of the exchange offer are set forth in a prospectus dated March 8, 2022 and the related letter of transmittal. Requests for assistance or for copies of documents related to the exchange offer, including the prospectus and the letter of transmittal, should be directed to the exchange agent, UMB Bank, N.A., at (713) 300-0587.

This press release is not an offer to buy or sell or the solicitation of an offer to buy or sell any of the securities described herein, nor shall there be any offer, solicitation or sale of such securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. A registration statement on Form S-4 relating to the exchange offer was declared effective by the Securities and Exchange Commission on March 7, 2022. The exchange offer is being made only pursuant to the terms of the exchange offer documents, including the prospectus dated March 8, 2022 and the related letter of transmittal.

About Civista Bancshares, Inc.
Civista Bancshares, Inc. is a $3.0 billion financial holding company headquartered in Sandusky, Ohio. Civista's banking subsidiary, Civista Bank, operates 35 locations in Northern, Central and Southwestern Ohio, Southeastern Indiana and Northern Kentucky. Civista's common shares are traded on the NASDAQ Capital Market under the symbol "CIVB".

Forward Looking Statements
This press release may contain forward-looking statements regarding the financial performance, business prospects, growth and operating strategies of Civista. For these statements, Civista claims the protections of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. Statements in this press release should be considered in conjunction with the other information available about Civista, including the information in the filings we make with the Securities and Exchange Commission. Forward-looking statements provide current expectations or forecasts of future events and are not guarantees of future performance. The forward-looking statements are based on management's expectations and are subject to a number of risks and uncertainties. We have tried, wherever possible, to identify such statements by using words such as "anticipate," "estimate," "project," "intend," "plan," "believe," "will" and similar expressions in connection with any discussion of future operating or financial performance. Although management believes that the expectations reflected in such forward-looking statements are reasonable, actual results may differ materially from those expressed or implied in such statements. Risks and uncertainties that could cause actual results to differ materially include risk factors relating to the banking industry and the other factors detailed from time to time in Civista's reports filed with the Securities and Exchange Commission, including those described in "Item 1A Risk Factors" of Part I of Civista's Annual Report on Form 10-K for the fiscal year ended December 31, 2021, as the same may be updated from time to time in our subsequent filings with the Securities and Exchange Commission. Undue reliance should not be placed on the forward-looking statements, which speak only as of the date hereof. Civista does not undertake, and specifically disclaims any obligation, to update any forward-looking statement to reflect the events or circumstances after the date on which the forward-looking statement is made, or reflect the occurrence of unanticipated events, except to the extent required by law.

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SOURCE Civista Bancshares, Inc.

FAQ

What is the new expiration date for Civista Bancshares' exchange offer?

The new expiration date for the exchange offer is April 28, 2022.

How much of Civista's subordinated notes have been tendered for exchange?

Approximately $72.5 million of the outstanding notes, or 96.7%, have been tendered for exchange.

What is the interest rate on the subordinated notes issued by Civista Bancshares?

The subordinated notes have a fixed-to-floating interest rate of 3.25%.

When were the original subordinated notes issued by Civista Bancshares?

The original subordinated notes were issued on November 30, 2021.

What is the significance of the prospectus dated March 8, 2022, for Civista Bancshares?

The prospectus outlines the terms of the exchange offer for the subordinated notes.