PB Financial Corporation Announces Closing of Subordinated Notes Offering

ROCKY MOUNT, NC / ACCESSWIRE / January 31, 2022 / PB Financial Corporation (OTCQX:PBNC) (the "Company"), the holding company for Providence Bank, announces that on January 27, 2022 it completed a private placement of $12.0 million in aggregate principal amount of subordinated notes to certain qualified institutional and other accredited investors. The Company intends to use the net proceeds of the notes offering to support organic growth, to fund potential future acquisitions and for general corporate purposes, including investments in its banking subsidiary.

The notes will initially bear interest at a rate of 3.50% per annum from and including January 27, 2022, to but excluding February 1, 2027, with interest during this period payable semi-annually in arrears. From and including February 1, 2027 to but excluding the maturity date or earlier redemption date, the interest rate will reset quarterly to an annual floating rate equal to the three-month Secured Overnight Financing Rate (SOFR), or an alternative rate determined in accordance with the terms of the notes if the three-month SOFR cannot be determined, plus 2.02%, with interest during this period payable quarterly in arrears. The Company may redeem the notes, in whole or in part, on or after February 1, 2027 or, in whole but not in part, under certain limited circumstances set forth in the notes. The notes are not subject to redemption at the option of the holders. The notes are intended to qualify as tier 2 capital for regulatory capital purposes.

Janney Montgomery Scott LLC served as sole placement agent for the private offering, and Wyrick Robbins Yates & Ponton LLP served as the Company's legal counsel. Nelson Mullins Riley & Scarborough LLP provided legal counsel to the placement agent in connection with the offering.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities. The notes offered and sold in the private placement have not been registered under the Securities Act of 1933, as amended, or any state securities laws, and may not be offered or sold in the United States absent registration, or an applicable exemption from registration under the Securities Act and applicable state securities laws.

About PB Financial Corporation

PB Financial Corporation is the bank holding company for Providence Bank, a North Carolina state-chartered community bank headquartered in Rocky Mount, North Carolina with $701.4 million in total assets at December 31, 2021. Providence Bank is headquartered at 450 N. Winstead Avenue in Rocky Mount, North Carolina, with branches in Rocky Mount, Tarboro, Nashville, Wilson and Raleigh, North Carolina. To learn more about the Company and its subsidiary bank, please visit our website at www.pbknc.com.

Caution Regarding Forward-Looking Statements

This press release may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 regarding PB Financial Corporation. Those statements may include but are not limited to statements regarding the Company's plans, objectives, expectations and intentions and other statements identified by words such as "believes," "considers," "expects," "anticipates," "estimates," "intends," "plans," "targets," "projects," "would be," "potential" and similar expressions. These statements are based upon current beliefs and expectations of management of PB Financial Corporation and are subject to significant risks and uncertainties. Actual or future results or events may differ from those set forth in the forward-looking statements. PB Financial Corporation does not undertake to update any forward-looking statements in this press release.

For more information, contact:

Ted E. Whitehurst (252) 467-2990
President and CEO
twhitehurst@pbknc.com

SOURCE: PB Financial Corporation