CNB Financial Corporation (“CNB” or the “Corporation”) (NASDAQ: CCNE), the parent company of CNB Bank, announced today the pricing of its underwritten public offering (the “Offering”) of 2,100,000 depositary shares, each of which represents a 1/40th interest in a share of its 7.125% Series A Fixed-Rate Non-Cumulative Perpetual Preferred Stock, $1,000 liquidation preference per share (equivalent to $25.00 per depositary share). The Corporation has granted the underwriters an option, exercisable in whole or in part for 30 days, to purchase up to an additional 315,000 depositary shares at the public offering price, less the underwriting discount. The Corporation expects to close the offering, subject to customary conditions, on or about August 25, 2020.
The Corporation has filed an application to list the depositary shares on the Nasdaq Global Select Market (“Nasdaq”) under the symbol “CCNEP”. If the application is approved, trading of the depositary shares on Nasdaq is expected to begin within 30 days after the closing date.
CNB expects the gross proceeds from the Offering to be $52.5 million (or $60.375 million if the underwriters exercise their option to purchase additional depositary shares in full). Net proceeds to the Corporation, after deducting the underwriting discount but before deducting estimated offering expenses and fees payable by the Corporation, are expected to be $50.8 million (or $58.5 million if the underwriters exercise their option to purchase additional depositary shares in full). The Corporation intends to use the net proceeds from the offering for general corporate purposes, which may include working capital and the funding of organic growth or potential acquisitions.
Janney Montgomery Scott and Boenning & Scattergood, Inc. are serving as joint book-running managers for the Offering.
The depositary shares are being offered pursuant to an effective shelf registration statement on Form S-3 (File No. 333-236018) the Corporation filed with the Securities and Exchange Commission (the “SEC”), which was declared effective by the SEC on June 25, 2020, and only by means of a prospectus supplement and accompanying prospectus. Before you invest, you should read the prospectus supplement relating to the Offering, the prospectus, and other documents CNB has filed with the SEC (many of which are incorporated by reference into the prospectus supplement and prospectus) for more complete information about CNB and the Offering. You may obtain copies of the prospectus supplement relating to the Offering and accompanying prospectus without charge by visiting the SEC’s website at www.sec.gov, or from Janney Montgomery Scott by email at email@example.com.
This press release is for informational purposes only and does not constitute an offer to sell or a solicitation of an offer to buy any security of CNB, which is made only by means of a prospectus supplement and related prospectus, nor will there be any sale of any security in any jurisdiction in which such offer, solicitation or sale would be unlawful.
About CNB Financial Corporation and CNB Bank
CNB Financial Corporation (NASDAQ: CCNE) is a financial holding company with consolidated assets of approximately $4.9 billion that conducts business primarily through its principal subsidiary, CNB Bank. CNB Bank is a full-service bank engaging in a full range of banking activities and services, including trust and wealth management services, for individual, business, governmental, and institutional customers. CNB Bank operations include a private banking division, one loan production office and 45 full-service offices in Pennsylvania, Ohio, and New York. CNB Bank’s divisions include ERIEBANK, based in Erie, Pennsylvania, with offices in northwest Pennsylvania and northeast Ohio; FCBank, based in Worthington, Ohio, with offices in central Ohio; and BankOnBuffalo, based in Buffalo, New York, with offices in northern New York. CNB Bank is headquartered in Clearfield, Pennsylvania, with offices in central and north central Pennsylvania. Additional information about CNB Financial Corporation may be found at www.CNBBank.bank.
This press release includes forward-looking statements 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, with respect to CNB’s financial condition, liquidity, results of operations, future performance and business. These forward-looking statements are intended to be covered by the safe harbor for “forward-looking statements” provided by the Private Securities Litigation Reform Act of 1995. Forward-looking statements are those that are not historical facts. Forward-looking statements include statements with respect to beliefs, plans, objectives, goals, expectations, anticipations, estimates and intentions that are subject to significant risks and uncertainties and are subject to change based on various factors (some of which are beyond CNB’s control). Forward-looking statements often include the words “believes,” “expects,” “anticipates,” “estimates,” “forecasts,” “intends,” “plans,” “targets,” “potentially,” “probably,” “projects,” “outlook” or similar expressions or future conditional verbs such as “may,” “will,” “should,” “would” and “could.” CNB’s actual results may differ materially from those contemplated by the forward-looking statements, which are neither statements of historical fact nor guarantees or assurances of future performance. Such known and unknown risks, uncertainties and other factors that could cause the actual results to differ materially from the statements, include, but are not limited to, (i) the duration and scope of the coronavirus disease 2019 (“COVID-19”) pandemic and the local, national and global impact of COVID-19, (ii) actions governments, businesses and individuals take in response to the pandemic, (iii) the pace of recovery when the COVID-19 pandemic subsides, (iv) changes in general business, industry or economic conditions or competition; (v) changes in any applicable law, rule, regulation, policy, guideline or practice governing or affecting financial holding companies and their subsidiaries or with respect to tax or accounting principles or otherwise; (vi) adverse changes or conditions in capital and financial markets; (vii) changes in interest rates; (viii) higher than expected costs or other difficulties related to integration of combined or merged businesses; (ix) the effects of business combinations and other acquisition transactions, including the inability to realize our loan and investment portfolios; (x) changes in the quality or composition of our loan and investment portfolios; (xi) adequacy of loan loss reserves; (xii) increased competition; (xiii) loss of certain key officers; (xiv) deposit attrition; (xv) rapidly changing technology; (xvi) unanticipated regulatory or judicial proceedings and liabilities and other costs; (xvii) changes in the cost of funds, demand for loan products or demand for financial services; and (xviii) other economic, competitive, governmental or technological factors affecting our operations, markets, products, services and prices. Such developments could have an adverse impact on CNB's financial position and results of operations. For more information about factors that could cause actual results to differ from those discussed in the forward-looking statements, please refer to the “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of and the forward-looking statement disclaimers in CNB’s annual and quarterly reports.
The forward-looking statements are based upon management’s beliefs and assumptions and are made as of the date of this press release. CNB undertakes no obligation to publicly update or revise any forward-looking statements included in this press release or to update the reasons why actual results could differ from those contained in such statements, whether as a result of new information, future events or otherwise, except to the extent required by law. In light of these risks, uncertainties and assumptions, the forward-looking events discussed in this press release might not occur and you should not put undue reliance on any forward-looking statements.