Civista Bancshares, Inc. Announces Expiration and Results of Exchange Offer for 3.25% Fixed-Floating Rate Subordinated Notes Due 2031

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SANDUSKY, Ohio, April 29, 2022 /PRNewswire/ — Civista Bancshares, Inc. (NASDAQ: CIVB) (“Civista”) today announced the expiration and results of its previously announced registered exchange offer to exchange all or a portion of its $75,000,000 aggregate principal amount of 3.25% fixed to floating rate subordinated notes due 2031, which were issued pursuant to a private placement on November 30, 2021 (the “Original Notes”), for an equal principal amount of its 3.25% Fixed-Floating Rate Subordinated Notes due 2031, which were registered under the Securities Act of 1933, as amended (the “ Exchange Bonds”).

The exchange offer expired at 5:00 p.m., New York City It’s time April 28, 2022. At that time, all (100%) of the $75,000,000 the full principal amount of the original notes had been validly surrendered to the exchange and had not been validly withdrawn. All Original Notes validly tendered and not validly withdrawn have been accepted for exchange under the exchange offer. Civista expects settlement of the exchange offer to occur on or about May 42022.

The exchange offer was made to satisfy Civista’s obligation under a registration rights agreement entered into on November 30, 2021 as part of the issue of the Initial Bonds, and does not represent a new financing transaction. The exchange offer has been made on the terms and conditions set forth in the exchange offer documents distributed to the holders of the Original Bonds, including the prospectus dated March 8, 2022 and the related letter of transmittal.

This press release does not constitute an offer to buy or sell, or the solicitation of an offer to buy or sell, any of the securities described herein, and there will be no offer, solicitation or sale of such securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.

About Civista Bancshares, Inc.

Civista Bancshares, Inc. is a $3.2 billion financial holding company headquartered in Sandusky, Ohio. Civista’s banking subsidiary, Civista Bank, operates 35 locations in the north, central and Southwestern Ohio, Southeast Indiana and Northern Kentucky. Civista common stock trades on the NASDAQ Capital Market under the symbol “CIVB”.

Forward-looking statements

This press release may contain forward-looking statements regarding Civista’s financial performance, business prospects, growth and operating strategies. For these statements, Cavista claims the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. The statements in this press release should be considered in conjunction with other information available about Cavista, including including information contained in our filings with the Securities and Exchange Commission. Forward-looking statements provide current expectations or forecasts of future events and are not guarantees of future performance. Forward-looking statements are based on management’s expectations and are subject to a number of risks and uncertainties. We have attempted, where possible, to identify these statements by using words such as “anticipate”, “estimate”, “project”, “intend”, “plan”, “believe”, ” want” and similar expressions in connection with any discussion of future operating or financial performance. Although management believes that the expectations reflected in these forward-looking statements are reasonable, actual results may differ materially from those expressed or implied by these statements. Risks and uncertainties that could cause actual results to differ materially include the banking industry risk factors and other factors detailed from time to time in Civista’s reports filed with the Securities and Exchange Commission, including those described in “Item 1A Risk Factors” in Part I of Civista’s Annual Report on Form 10-K for the year ended December 31, 2021, as these may be updated from time to time in our subsequent filings with the Securities and Exchange Commission. Undue reliance should not be placed on forward-looking statements, which speak only as of the date hereof. Civista does not undertake, and specifically disclaims any obligation, to update any forward-looking statement to reflect events or circumstances after the date on which the forward-looking statement is made, or to reflect the occurrence of unforeseen events, except to the extent required. by the law.

SOURCECivista Bancshares, Inc.

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