Investment Banking - Citizens Financial Services, Inc.

Transactions | Banking

Client: Citizens Financial Services, Inc.
Industry: Banking
Transaction Type: Subordinated Notes
Role: Sole Placement Agent


  • Citizens Financial Services, Inc. (the “Company”), a bank holding company with approximately $1.9 billion in assets and $1.4 billion in net loans as of December 31, 2020, conducts business through its wholly owned subsidiary, First Citizens Community Bank (the “Bank”). Founded in 1932, the Bank is headquartered in Mansfield, Pennsylvania and operates 31 full-service offices in Pennsylvania, New York, and Delaware.
  • On April 16, 2021, the Company announced the completion of a private placement of $10.0 million in an aggregate principal amount of its 4.00% Fixed-to-Floating Rate Subordinated Notes due April 16, 2031 (the “Notes”) to various qualified institutional buyers and accredited investors (the “Placement”).
  • The Notes will initially bear a fixed interest rate of 4.00% for five years, after which time until maturity on April 16, 2031, the interest rate will reset quarterly to an annual floating rate equal to the Three-Month Term SOFR (as defined in the Notes), plus a spread of 323 basis points. The Notes are redeemable by the Company at its option, in whole or in part, on or after April 16, 2026. The Notes have not been registered under the Securities Act of 1933, as amended, or any state securities laws.
  • The Company intends to use the net proceeds from the Placement for general corporate purposes, including investing in bank and other subsidiaries to support organic growth, repurchasing common stock, financing potential strategic initiatives, as well as supporting regulatory capital requirements.
  • Boenning & Scattergood served as Sole Placement Agent for the transaction.

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