Investar Holding announces $32.5M capital raise

Investar entered into binding purchase agreements in a private placement of 32,500 shares of its newly designated 6.5% Series A Non-Cumulative Perpetual Convertible Preferred Stock with selected institutional and other accredited investors at a price of $1,000 per share, for aggregate gross proceeds of $32.5M. Investar estimates the net proceeds of the private placement will be approximately $30.4M, after deducting placement agent fees and other offering-related expenses. Dividends are payable on the Series A preferred stock from the date of issuance at a rate of 6.5% per annum, quarterly in arrears, on January 1, April 1, July 1 and October 1 of each year, beginning on October 1, 2025, when, as, and if declared by the board of directors of Investar. Shares of Series A preferred stock are convertible in whole or in part at any time and from time to time by the holders, and under certain circumstances by Investar beginning July 1, 2028, at a conversion rate of 47.619 shares of Investar common stock for each converted share of Series A preferred stock, subject to certain adjustments and satisfaction or waiver of certain conditions. In addition, shares of Series A preferred stock are subject to redemption at a price equal to $1,000 per share, plus all declared and unpaid dividends thereon, in whole or in part by Investar on any dividend payment date, beginning July 1, 2030, and in whole any time upon the occurrence of certain events and subject to satisfaction or waiver of certain conditions. The Series A preferred stock is not subject to redemption at the option of the holders. The Series A preferred stock is intended to qualify as additional tier 1 capital for regulatory capital purposes. Holders of the Series A preferred stock will have no voting rights, except with respect to certain changes in the terms of the Series A preferred stock, certain fundamental business transactions and as otherwise required by applicable law. The Series A preferred stock will rank senior to Investar’s common stock and each other series of preferred stock or capital stock that Investar may issue in the future the terms of which do not express provide that such series will rank on a parity with or senior to the Series A preferred stock as to dividend rights or rights on liquidation, winding-up or dissolution. Janney Montgomery Scott served as lead placement agent, and Hovde Group acted as co-placement agent for the private placement.