Eagle Bancorp, Inc. Announces Final Results of its Exchange Offer for its Outstanding 10.00% Senior Notes Due 2029

Rhea-AI Summary

Eagle Bancorp (NASDAQ: EGBN) has announced the final results of its exchange offer for its 10.00% Senior Notes due 2029. The exchange offer, which expired on January 14, 2025, saw approximately 95% participation, with $73.5 million of the total $77.7 million outstanding principal amount being validly tendered.

The exchange will allow holders to receive new notes registered under the Securities Act of 1933, with substantially identical terms to the Original Notes, except for the removal of transfer restrictions and registration rights. The settlement date is expected to be January 16, 2025.

The exchange included $72.5 million (100%) of Rule 144A notes and $1 million (19.4%) of Accredited Investor notes being tendered. Wilmington Trust, National Association served as the Exchange Agent for the transaction.

Positive

• High participation rate of 95% in the exchange offer
• No changes to principal amount or fundamental terms of notes
• Removal of transfer restrictions enhances note liquidity

Negative

• Company continues to carry substantial debt with 10% interest rate

BETHESDA, Md., Jan. 15, 2025 (GLOBE NEWSWIRE) -- Eagle Bancorp, Inc. (NASDAQ: EGBN) (“Eagle”) announced today that as of 5:00 p.m., New York City time, on January 14, 2025 (the “Expiration Date”), $73.5 million in aggregate principal amount of outstanding 10.00% Senior Notes due 2029 (CUSIPs: 268948 AC0 and 268948 AD8) (the “Original Notes”) representing approximately 95% of the $77.7 million total outstanding principal amount of the Original Notes, were validly tendered and not validly withdrawn in connection with the previously announced exchange offer (the “Exchange Offer”) made by Eagle to exchange any and all of the Original Notes for a like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 “Securities Act”).

As of the 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amount of the Original Notes specified in the fourth column in the table below were validly tendered and not validly withdrawn with respect to the Exchange Offer.         

CUSIP Number		Title of the Original Notes		Principal  Amount  Outstanding		Principal Amount of Original Notes Validly Tendered as of the Expiration Date		Percentage of Original Notes Validly Tendered as of the 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 Exchange Offer was made upon the terms and conditions set forth in a prospectus filed with the Securities and Exchange Commission (the “SEC”) on December 3, 2024 (the “Prospectus”).

The “Settlement Date” with respect to the Exchange Offer will be promptly following the Expiration Date and is expected to be January 16, 2025. Upon settlement of the Exchange Offer, holders who validly tendered their Original Notes by the Expiration Date and did not validly withdraw their tendered Original Notes before the Expiration Date are eligible to receive, subject to the terms and conditions set forth in the Prospectus, notes of the same series in the same principal amount that have been registered under the Securities Act (the “Exchange Notes”). The terms of the Exchange Notes are substantially identical to the terms of the Original Notes, except that transfer restrictions and registration rights applicable to the Original Notes do not apply to the Exchange Notes.

Wilmington Trust, National Association acted 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.

Disclaimer

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 was made solely pursuant to the Prospectus and related documents. The Exchange Offer was not 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 communication contains “forward-looking statements” — that is, statements related to future, not past, events. In this context, forward-looking statements often contain words such as “expect,” “anticipate,” “intend,” “plan,” “believe,” “seek,” “see,” “will,” “would,” or “target.” Forward-looking statements by their nature address matters that are, to different degrees, uncertain. Statements with respect to the Exchange Offer are forward-looking statements, based on Eagle’s current expectations for the Exchange Offer, and are subject to the risk that the Exchange Offer may not be completed in a timely manner or at all, and that the final terms of the Exchange Offer may differ, possibly materially, from those described in this press release due to future events. 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. The forward-looking statements included in this press release are made only as of the date of this press release, and except as required by law, we undertake no obligation to update publicly these forward-looking statements to reflect new information, future events or otherwise.

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

FAQ

What percentage of Eagle Bancorp's (EGBN) 2029 Senior Notes were exchanged in January 2025?

Approximately 95% of the outstanding notes, representing $73.5 million of the total $77.7 million principal amount, were exchanged.

What is the interest rate on Eagle Bancorp's (EGBN) 2029 Senior Notes?

The Senior Notes carry a 10.00% interest rate and are due in 2029.

When is the settlement date for EGBN's January 2025 exchange offer?

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

What are the main differences between EGBN's Original Notes and Exchange Notes?

The Exchange Notes are substantially identical to the Original Notes, except they don't have transfer restrictions and registration rights that were applicable to the Original Notes.

How much of EGBN's Rule 144A notes were tendered in the exchange offer?

100% of the Rule 144A notes, amounting to $72.5 million, were tendered in the exchange offer.