Eagle Bancorp, Inc. Announces Extension of Registered Exchange Offer for its Outstanding 10.00% Senior Notes due 2029

Rhea-AI Summary

Eagle Bancorp (NASDAQ: EGBN) has extended its registered exchange offer for its 10.00% Senior Notes due 2029 until January 14, 2025, at 5:00 p.m. Eastern Time. The exchange offer allows holders to swap unregistered Original Notes for registered Exchange Notes of equal principal amount.

As of January 10, 2025, 100% ($72,500,000) of Rule 144A Original Notes and 19.4% ($1,000,000) of Accredited Investor Original Notes have been validly tendered. The settlement date is expected to be January 16, 2025.

The Exchange Notes will have identical terms to the Original Notes, except for the removal of transfer restrictions and registration rights. The exchange is being conducted under a prospectus filed with the SEC on December 3, 2024, with Wilmington Trust, National Association serving as Exchange Agent.

Positive

• 100% of Rule 144A Original Notes ($72.5M) have been tendered
• High participation rate indicates strong investor confidence in the exchange offer

Negative

• Low participation rate (19.4%) from Accredited Investors in the Original Notes exchange
• High interest rate of 10.00% on the notes indicates significant cost of debt

Insights

Financial Analyst

The extension of Eagle Bancorp's exchange offer for its 10.00% Senior Notes represents a routine refinancing procedure aimed at increasing the liquidity and marketability of these debt instruments. The high participation rate with 100% of Rule 144A notes and 19.4% of Accredited Investor notes already tendered indicates strong holder confidence. The $77.67 million total outstanding notes ($72.5 million + $5.165 million) carrying a 10% interest rate reflects the company's higher borrowing costs in the current rate environment.

The conversion from restricted to registered securities eliminates resale limitations while maintaining identical terms, effectively enhancing the notes' tradability without impacting Eagle's financial obligations or capital structure. This administrative process typically benefits both the issuer and noteholders by creating a more liquid secondary market for the debt securities, though it has minimal direct impact on the company's financial position or stock value.

BETHESDA, Md., Jan. 10, 2025 (GLOBE NEWSWIRE) -- Eagle Bancorp, Inc. (NASDAQ: EGBN) (“Eagle”) today announced that (i) the expiration date has been extended until 5:00 p.m. (Eastern Time) on January 14, 2025 (the “Extended Expiration Date”) with respect to its previously announced offer to exchange (the “Exchange Offer”) its outstanding unregistered 10.00% Senior Notes due 2029 (the “Original Notes”) for a like principal amount of notes of the same series that have been registered under the Securities Act of 1933, as amended (the “Exchange Notes”) and (ii) the result, as of 5:00 p.m. (Eastern Time) on January 10, 2025 (the “Original Expiration Date”), of such offer to exchange.

The Exchange Offer will now expire at 5:00 p.m., Eastern time, on January 14, 2025, unless extended or earlier terminated by Eagle (such date and time, as the same may be extended or earlier terminated, the “Expiration Date”). In order to be exchanged in the Exchange Offer, an Original Note must be validly tendered and not validly withdrawn at or prior to the Expiration Date and accepted by Eagle. The settlement date for the Exchange Offer will be promptly following the Expiration Date and is expected to be January 16, 2025. All terms of the Exchange Offer, other than the Expiration Date, which has been extended to give holders additional time to participate, remain unchanged.

As of the Original Expiration Date, the aggregate principal amount of the Original Notes specified in the fourth column in the table below were validly tendered and not validly withdrawn with respect to the Exchange Offer. All Original Notes previously tendered will remain subject to the Exchange Offer and may be accepted for exchange by Eagle.                         

CUSIP Number		Title of the Original Notes		Principal Amount Outstanding		Principal Amount of Original Notes Validly Tendered as of the Original Expiration Date		Percentage of Original Notes Validly Tendered as of the Original Expiration Date
268948 AC0 (Rule 144A) 268948 AD8 (Accredited Investor)		10.00% Senior Notes due 2029 10.00% Senior Notes due 2029		$72,500,000 $5,165,000		$72,500,000 $1,000,000		100% 19.4%

The terms of the Exchange Notes are identical to the terms of the Original Notes, except that the transfer restrictions and registration rights applicable to the Original Notes do not apply to the Exchange Notes.

The Exchange Offer is being made pursuant to the terms of, and subject to the conditions set forth in, a prospectus filed with the Securities and Exchange Commission (the “SEC”) on December 3, 2024 (as the same may be amended or supplemented, the “Prospectus”).

Wilmington Trust, National Association is acting as Exchange Agent for the Exchange Offer. Questions or requests for assistance related to the Exchange Offer or for additional copies of the Prospectus may be directed to Wilmington Trust, National Association at (302) 636-6470 or at Rodney Square North 1100 North Market Street, Wilmington, Delaware 19890-1626, Attention: Workflow Management – 5th Floor. You may also contact your broker, dealer, commercial bank, trust company or other nominee for assistance concerning the Exchange Offer.

Holders of Original Notes in book-entry form are advised to check with any bank, securities broker or other intermediary through which they hold Original Notes as to when such intermediary needs to receive instructions from a holder in order for that holder to be able to participate in, or (in the circumstances in which revocation is permitted) revoke their instruction to participate in, the Exchange Offer before the deadlines specified herein and in the Prospectus and the accompanying letter of transmittal. The deadlines set by each clearing system for the submission and withdrawal of exchange instructions will also be earlier than the relevant deadlines specified herein and in the Prospectus and the accompanying letter of transmittal. For holders of Original Notes in certificated form, the Exchange Agent must receive, at or prior to the Expiration Date, a properly completed and duly executed letter of transmittal, including all other documents required by the letter of transmittal, as well as certificates for the Original Notes.

This press release is for informational purposes only and does not constitute an offer to purchase, or a solicitation of an offer to sell, any Original Notes, and does not constitute an offer to sell, or a solicitation of an offer to purchase, any Exchange Notes. The Exchange Offer is being made solely pursuant to the Prospectus and related documents. The Exchange Offer is not being made to holders of Original Notes in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction.

About Eagle Bancorp
Eagle is the holding company for EagleBank, which commenced operations in 1998. EagleBank is headquartered in Bethesda, Maryland, and operates through twelve banking offices and four lending offices located in Suburban Maryland, Washington, D.C. and Northern Virginia. Eagle focuses on building relationships with businesses, professionals and individuals in its marketplace.

Caution About Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the Securities Exchange Act of 1934, as amended, including statements regarding expected future business and financial performance and financial condition. These forward-looking statements are based on current expectations that involve risks, uncertainties, and assumptions. Because of these uncertainties and the assumptions on which the forward-looking statements are based, actual future operations and results in the future may differ materially from those indicated herein. Statements with respect to the Exchange Offer are forward-looking statements, based on our current expectations for the transaction, and are subject to the risk that the transaction may not be completed in a timely manner or at all, and that the final terms of the transaction may differ, possibly materially, from those described in this press release due to future events. Readers are cautioned against placing undue reliance on any such forward-looking statements. For details on factors that could affect these expectations, see the risk factors and other cautionary language included in Eagle’s Annual Report on Form 10-K for the year ended December 31, 2023, and other filings with the SEC. Except as required by law, Eagle does not undertake to update forward-looking statements contained in this release.

EagleBank Contact
Eric Newell, Chief Financial Officer, Eagle Bancorp, Inc.
240.497.1796

FAQ

When is the new expiration date for EGBN's exchange offer of 10.00% Senior Notes?

The exchange offer has been extended to January 14, 2025, at 5:00 p.m. Eastern Time.

What is the total amount of Rule 144A Notes tendered in EGBN's exchange offer?

$72,500,000, representing 100% of the Rule 144A Original Notes, have been tendered as of January 10, 2025.

What is the expected settlement date for EGBN's 2029 Notes exchange offer?

The settlement date is expected to be January 16, 2025.

How do the Exchange Notes differ from the Original Notes in EGBN's offer?

The Exchange Notes have identical terms to the Original Notes, except they don't have transfer restrictions and registration rights.

What percentage of Accredited Investor Notes were tendered in EGBN's exchange offer?

19.4% ($1,000,000) of the Accredited Investor Original Notes were tendered as of January 10, 2025.