Exhibit 99.1
 | Press Release |
Company Contact:
Avinash Reddy
Senior Executive Vice President – Chief Financial Officer
Dime Community Bancshares, Inc.
1.718.782.6200 ext. 5909
Email: Avinash.Reddy@dime.com
FOR IMMEDIATE RELEASE
DIME COMMUNITY BANCSHARES, INC.
ANNOUNCES Pricing of Subordinated Notes Offering
HAUPPAUGE, NEW YORK, MAY 3rd, 2022 -- Dime Community Bancshares, Inc. (NASDAQ: “DCOM”), (the “Company”), announced today the pricing of its offering of $160 million of its 5.000% fixed-to-floating rate subordinated notes due 2032 (the “Notes”). The Notes will initially bear interest at 5.000% per annum, with interest payable semiannually in arrears, commencing on the issue date, to, but excluding, May 15, 2027. Commencing May 15, 2027, the interest rate on the Notes will reset quarterly to a floating rate per annum equal to a benchmark rate that is expected to be Three-Month Term SOFR (which is defined in the Notes) plus 218 basis points, with interest payable quarterly in arrears. The Company may redeem the Notes, in whole or in part, on and after May 15, 2027, at a price equal to 100% of the principal amount of the Notes being redeemed plus accrued and unpaid interest. The Notes will mature on May 15, 2032 if they are not earlier redeemed.
The Company expects to close the transaction, subject to customary conditions, on or about May 6, 2022. The Company intends to use the net proceeds of the offering for general corporate purposes, which include repayment of the outstanding principal amount of the Company’s outstanding subordinated notes and subordinated debentures. The Notes are intended to qualify as Tier 2 capital for regulatory purposes.
Piper Sandler & Co. is acting as the active book-running manager for the offering. Keefe, Bruyette, & Woods, Inc. and Raymond James Financial, Inc. are acting as passive book-running managers for the offering.
This press release is neither an offer to sell nor a solicitation of an offer to purchase any securities of the Company. There will be no sale of securities in any jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. Any offer to sell or solicitation of an offer to purchase securities of the Company will be made only pursuant to a prospectus supplement and prospectus filed with the SEC. The Company has filed a registration statement (including a prospectus) (File No. 333-264390) and a preliminary prospectus supplement with the SEC for the offering to which this press release relates. Before making an investment decision, you should read the prospectus and preliminary prospectus supplement and other documents that the Company has filed with the SEC for additional information about the Company and the offering.
You may obtain these documents for free by visiting the SEC’s website at www.sec.gov. Alternatively, the Company or Piper Sandler & Co. will arrange to send you copies of the prospectus and preliminary prospectus supplement upon request by contacting fsg-dcm@psc.com.
About the Company
Dime Community Bancshares, Inc. is the holding company for Dime Community Bank, a New York State-chartered trust company with over $12.0 billion in assets and the number one deposit market share among community banks on Greater Long Island (1).
(1) Aggregate deposit market share for Kings, Queens, Nassau & Suffolk counties for community banks less than $20 billion in assets.
Forward-Looking Statements
This news release contains a number of 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 (the "Exchange Act"). These statements may be identified by use of words such as "anticipate," "believe," “continue,” "could," "estimate," "expect," "intend," “likely,” "may," "outlook," "plan," "potential," "predict," "project," "should," "will," "would" and similar terms and phrases, including references to assumptions.
Forward-looking statements are based upon various assumptions and analyses made by the Company in light of management's experience and its perception of historical trends, current conditions and expected future developments, as well as other factors it believes are appropriate under the circumstances. These statements are not guarantees of future performance and are subject to risks, uncertainties, and other factors (many of which are beyond the Company's control) that could cause actual results to differ materially from future results expressed or implied by such forward-looking statements. Accordingly, you should not place undue reliance on such statements. Factors that could affect our results include, without limitation, the following: the timing and occurrence or non-occurrence of events may be subject to circumstances beyond the Company’s control; there may be increases in competitive pressure among financial institutions or from non-financial institutions; changes in the interest rate environment may reduce interest margins; changes in deposit flows, loan demand or real estate values may adversely affect the business of the Company; unanticipated or significant increases in loan losses may negatively affect the Company’s financial condition or results of operations; changes in accounting principles, policies or guidelines may cause the Company’s financial condition to be perceived differently; changes in corporate and/or individual income tax laws may adversely affect the Company's financial condition or results of operations; general economic conditions, either nationally or locally in some or all areas in which the Company conducts business, or conditions in the securities markets or the banking industry may be less favorable than the Company currently anticipates; legislation or regulatory changes may adversely affect the Company’s business; technological changes may be more difficult or expensive than the Company anticipates; there may be failures or breaches of information technology security systems; success or consummation of new business initiatives may be more difficult or expensive than the Company anticipates; and litigation or other matters before regulatory agencies, whether currently existing or commencing in the future, may delay the occurrence or non-occurrence of events longer than the Company anticipates. Further, given its ongoing and dynamic nature, it is difficult to predict what effects the COVID-19 pandemic will have on our business and results of operations. The pandemic and related local and national economic disruption may, among other effects, result in a decline in demand for our products and services; increased levels of loan delinquencies, problem assets and foreclosures; branch closures, work stoppages and unavailability of personnel; and increased cybersecurity risks, as employees work remotely.
For discussion of these and other risks that may cause actual results to differ from expectations, please refer to the sections entitled “Forward-Looking Statements” and “Risk Factors” in the Company’s Annual Report on Form 10-K and subsequent updates set forth in the Company’s Quarterly Reports on Form 10-Q and Current Reports on Form 8-K.