First Interstate BancSystem, Inc. (NASDAQ: FIBK) (the “Company”) today announced the pricing of its public offering of $125 million aggregate principal amount of 7.625% Fixed-to-Floating Rate Subordinated Notes due 2035 (the “Notes”). The price to the public for the Notes was 100% of the principal amount of the Notes. Interest on the Notes will accrue at a rate equal to (i) 7.625% per annum from the original issue date to, but excluding, June 15, 2030, payable semiannually in arrears, and (ii) 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 398 basis points from, and including, June 15, 2030, payable quarterly in arrears. The Notes are intended to qualify as Tier 2 capital for regulatory purposes. The offering is expected to close on June 10, 2025, subject to the satisfaction of customary closing conditions.
Keefe, Bruyette & Woods, A Stifel Company is acting as the sole book-running manager for the offering.
The Company estimates that the net proceeds of the offering will be approximately $123.1 million, after deducting underwriting discounts and commissions but before deducting estimated offering expenses payable by the Company. The Company intends to use the net proceeds of the offering to redeem the Company’s existing 5.25% Fixed-to-Floating Rate Subordinated Notes due 2030 (the “2020 Subordinated Notes”) on August 15, 2025 and, any remaining proceeds, for general corporate purposes.
Additional Information Regarding the Offering
This press release does 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 jurisdiction. This press release does not constitute an offer to purchase or redeem the 2020 Subordinated Notes or a solicitation of an offer to purchase or redeem with respect to the 2020 Subordinated Notes. 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.
The offering is being made only by means of a prospectus supplement and accompanying base prospectus. The Company has filed a registration statement (File No. 333-272215), and a preliminary prospectus supplement to the prospectus contained in the registration statement, with the U.S. Securities and Exchange Commission (“SEC”) for the Notes to which this communication relates and will file a final prospectus supplement relating to such 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. You may obtain these documents for free by visiting the SEC’s website at http://www.sec.gov. Electronic copies of the final prospectus supplement, when available, and the accompanying base prospectus may be obtained by contacting Keefe, Bruyette & Woods, A Stifel Company at 787 Seventh Avenue, Fourth Floor, New York, NY 10019, by e-mail at USCapitalMarkets@kbw.com, by fax at 212-581-1592, or by calling 1-800-966-1559.
