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Enterprise Financial Services Corp Announces Pricing of Subordinated Notes Offering

Enterprise Financial Services Corp (Nasdaq: EFSC) (the "Company"), the holding company of Enterprise Bank & Trust (the "Bank"), today announced the pricing of its public offering of $55.0 million aggregate principal amount of 5.75% Fixed-to-Floating Rate Subordinated Notes due 2030 (the "Notes"). The price to the public is 100% of the principal amount of the Notes. Interest on the Notes initially will accrue at a rate equal to 5.75% per annum from and including May 21, 2020 to, but excluding, June 1, 2025, payable semi-annually in arrears. From and including June 1, 2025 to, but excluding, June 1, 2030 or the earlier redemption date, interest will accrue at a floating rate per annum equal to a benchmark rate, which is expected to be Three-Month Term SOFR (as defined in the Notes), plus a spread of 566.0 basis points, payable quarterly in arrears. The Notes are intended to qualify as Tier 2 capital for regulatory purposes.

The offering is expected to close on May 21, 2020, subject to the satisfaction of customary closing conditions. In connection with the offering, the Company has granted the underwriters an option for 30 days to purchase up to an additional $8.25 million aggregate principal amount of Notes.

Piper Sandler & Co. is acting as the book-running manager and U.S. Bancorp Investments, Inc. is acting as co-manager for the offering.

The Company estimates that the net proceeds of the offering will be approximately $54.2 million, or approximately $62.3 million if the underwriters exercise their overallotment option in full, after deducting underwriting discounts but before offering expenses payable by the Company. The Company intends to use the proceeds for general corporate purposes, which may include repayment or redemption of outstanding indebtedness, the payment of dividends, providing capital to support its organic growth or growth through strategic acquisitions, capital expenditures, financing investments, repurchasing shares of its common stock, and for investments in the Bank as regulatory capital.

This offering is being made by means of a prospectus supplement and accompanying base prospectus. The Company has filed with the U.S. Securities and Exchange Commission ("SEC") a registration statement (File No. 333-237612) and a preliminary prospectus supplement to the base prospectus contained in the registration statement for the Notes to which this communication relates. The Company will file a final prospectus supplement relating to the Notes. Prospective investors should read the prospectus supplement and base prospectus in the registration statement and other documents the Company has filed or will file with the SEC for more complete information about the Company and the offering.

Copies of these documents, when available, can be obtained for free by visiting the SEC’s website at http://www.sec.gov or may be obtained by contacting Piper Sandler & Co. by email at FSG-DCM@psc.com.

This press release shall not constitute an offer to sell or a solicitation of an offer to buy the Notes, nor shall there be any sale of the Notes in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. Any offering of the Notes is being made only by means of a written prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended. The Notes being offered have not been approved or disapproved by any regulatory authority, nor has any such authority passed upon the accuracy or adequacy of the prospectus supplement or the shelf registration statement or prospectus relating thereto.

About Enterprise Financial Services Corp

The Company, with approximately $7 billion in assets, is a financial holding company headquartered in Clayton, Missouri. The Bank, a Missouri state-chartered trust company with banking powers and a wholly-owned subsidiary of the Company, operates 34 branch offices in Arizona, Kansas, Missouri and New Mexico. The Bank offers a range of business and personal banking services and wealth management services. Enterprise Trust, a division of the Bank, provides financial planning, estate planning, investment management and trust services to businesses, individuals, institutions, retirement plans and non-profit organizations. Additional information is available at www.enterprisebank.com.

Enterprise Financial Services Corp’s common stock is traded on the Nasdaq Stock Market under the symbol "EFSC." Please visit our website at www.enterprisebank.com to see our regularly posted material information.

Forward-looking Statements

Readers should note that certain information in this press release contains "forward-looking statements" within the meaning of, and intended to be covered by, the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. The Company uses words such as "may," "might," "will," "should," "expect," "plan," "anticipate," "believe," "estimate," "predict," "potential," "could," "continue," and "intend", and variations of such words and similar expressions, in this release to identify such forward-looking statements.

The Company’s ability to predict results or the actual effect of future plans or strategies, including the completion of the offering of the Notes and the use of proceeds described herein, is inherently uncertain. Risks and other factors that could cause the offering not to be completed, or to be completed with different terms, include general business and economic conditions and stock price volatility, as well as other risk factors described in the Company’s 2019 Annual Report on Form 10-K and other reports filed with the SEC, including its Quarterly Report on Form 10-Q for the quarter ended March 31, 2020, and the prospectus supplements filed in connection with the offering of the Notes. Forward-looking statements speak only as of the date they are made, and the Company undertakes no obligation to update them in light of new information or future events unless required under the federal securities laws.

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Contacts

Investor Relations: Keene Turner, Executive Vice President and CFO (314) 512-7233
Media: Karen Loiterstein, Senior Vice President (314) 512-7141