Leominster, MA (May 26, 2021) – LifeDesign Holding Company (the “Company”), a wholly owned subsidiary of Fidelity Mutual Holding Company and the mid-tier holding company of Fidelity Co-operative Bank (the “Bank”), announced today the completion of its private placement of $20.0 million in fixed-to-floating rate subordinated notes due 2031 (the “Notes”). The Notes bear a fixed rate of 3.75% for the first 5 years and will reset quarterly thereafter to the then current three-month SOFR rate plus 306 basis points.
The Company intends to use the net proceeds from the offering for general corporate purposes including contributing to the Bank to support capital levels and organic growth. The notes are intended to qualify as Tier 2 capital for the Company for regulatory purposes and the portion that the Company contributes to the Bank will qualify as Tier 1 capital for the Bank.
Piper Sandler & Co. served as the sole placement agent for the offering and was advised by Cranmore, FitzGerald, and Meaney. The Company was advised by Nutter McClennen & Fish LLP.
This press release is for informational purposes only and shall not constitute an offer to sell, or the solicitation of an offer to buy the Notes nor shall there by any sale 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. The indebtedness evidenced by the Notes is not a deposit and is not insured by the Federal Deposit Insurance Corporation (the “FDIC”) or any other government agency or fund.
Certain statements in this report may constitute “forward-looking statements” about Life Design Holding Company (the “Company”), Fidelity Mutual Holding Company (“Fidelity MHC”) and Fidelity Co-operative Bank (“Fidelity Bank” or the “Bank”) within the meaning of the Private Securities Litigation Reform Act of 1995. Forward looking statements are statements that include projections, predictions, expectations, or beliefs about future events or results or otherwise and are not statements of historical fact. Such statements, which involve significant risks and uncertainties, are often characterized by the use of qualified words (and their derivatives) such as “expect,” “believe,” “estimate,” “plan,” “project,” “anticipate,” “intend,” “will,” or words of similar meaning or other statements concerning opinions or judgment of the “Company and its management about future events. Although the Company believes that its expectations with respect to forward-looking statements are based upon reasonable assumptions within the bounds of its existing knowledge of its business and operations, there can be no assurance that actual results, performance, or achievements of the Company will not differ materially from any future results, performance, or achievements expressed or implied by such forward-looking statements. Actual future results and trends may differ materially from historical results or those anticipated depending on a variety of factors, including, but not limited to, the effects of and changes in: (1) inflation, interest rates, interest rate sensitivity and liquidity, including the effect of, and changes in, monetary and fiscal policies and laws, such as the interest rate policies of the Board of Governors of the Federal Reserve System; (2) the strength of the U.S. economy in general and the strength of the local economy where the Company conducts its business, including the possibility of continued adverse economic conditions caused by the COVID-19 pandemic; (3) market and monetary fluctuations, including fluctuations due to actual or anticipated changes to federal tax laws; (4) credit quality, including adverse developments in local or regional real estate markets that decrease collateral values associated with existing loans, including decreases resulting from the acceleration due to the COVID-19 pandemic of macroeconomic trends of increased remote work arrangements and online shopping; (5) the timely development of new products and services and customer perception of the overall value thereof (including, but not limited to, features, pricing and quality) compared to competing products and services; (6) changes in consumer spending, borrowing and savings habits; (7) technological changes and implementation and financial risks associated with transitioning to new technology -based systems involving material multi-year contracts; (8) the ability of the Company to maintain the security of its financial, accounting, technology, data processing and other operating systems and facilities; (9) the nature, timing and effect of changes in banking regulations or other regulatory or legislative requirements affecting the Company’s business, including changes in laws and regulations concerning taxes, accounting, banking, risk management, securities and other aspects of the financial services industry, including the replacement of the LIBOR benchmark interest rate; (10) legal proceedings, including class actions and other litigation or disputes with third parties and regulatory investigations or enforcement actions; (11) changes in the Company’s organization, compensation and benefit plans and in the availability of, and compensation levels for, employees in its geographic market; and (12) the success of the Company at managing the risks of the foregoing. The foregoing list of important factors is not all-inclusive. The information on the Company’s website is not a part of this presentation. The Company does not intend or assume any obligation to update or revise any forward-looking statements that may be made from time to time by or on behalf of the Company.