Press Release

First Financial Bancorp. Announces Pricing of Subordinated Notes Offering

Company Release - 4/24/2020 4:46 PM ET

CINCINNATI, April 24, 2020 /PRNewswire/ -- First Financial Bancorp. (NASDAQ: FFBC) ("First Financial" or the "Company") announced today the pricing of its public offering of $150 million aggregate principal amount of 5.25% fixed-to-floating rate subordinated notes due 2030 (the "Subordinated Notes").  The Subordinated Notes will be issued to the public at 100% of par.  The Subordinated Notes will have an initial fixed interest rate of 5.25% to, but excluding May 15, 2025, payable semi-annually in arrears.  From, and including, May 15, 2025, the interest rate on the Subordinated Notes will reset quarterly to a floating rate per annum equal to a benchmark rate, which is expected to be the then-current three-month term SOFR, plus 509 basis points, payable quarterly in arrears. The Subordinated Notes will mature on May 15, 2030.  The Company intends to use the net proceeds from the offering, after deducting underwriting discounts, commissions and estimated transaction expenses, for general corporate purposes. The closing of the offering of the Subordinated Notes is subject to customary closing conditions and is expected to close on April 30, 2020.

Keefe, Bruyette & Woods, A Stifel Company, is acting as sole book-running manager for the offering. The Subordinated Notes are being offered pursuant to a prospectus supplement and an accompanying base prospectus describing the terms of the offering. First Financial has filed a registration statement (File No. 333-219554), and a preliminary prospectus supplement to the prospectus contained in the registration statement with the U.S. Securities and Exchange Commission ("SEC") for the Subordinated Notes to which this communication relates and will file a final prospectus supplement relating to the Subordinated Notes. Prospective investors should read the applicable prospectus supplement and base prospectus in the registration statement and other documents First Financial has filed or will file with the SEC for more complete information about First Financial and the relevant offering. You may obtain these documents for free by visiting EDGAR on the SEC's website at http://www.sec.gov. Electronic copies of each 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.

This announcement is neither an offer to sell nor the solicitation of an offer to buy any of the Subordinated Notes or any other securities. No such offer, solicitation or sale of the Subordinated Notes is being made in any state or other jurisdiction in which such an offer, solicitation or sale would be unlawful.  The Subordinated Notes have not been approved or disapproved by any regulatory authority, nor has any such authority passed upon the accuracy or adequacy of either prospectus supplement or the shelf registration statement or prospectus relating thereto.

About First Financial Bancorp

First Financial Bancorp. is a Cincinnati, Ohio based bank holding company. As of March 31, 2020, the Company had $15.1 billion in assets, $9.3 billion in loans, $10.6 billion in deposits and $2.2 billion in shareholders' equity. The Company's subsidiary, First Financial Bank, founded in 1863, provides banking and financial services products through its six lines of business: Commercial, Retail Banking, Investment Commercial Real Estate, Mortgage Banking, Commercial Finance and Wealth Management. These business units provide traditional banking services to business and retail clients. Wealth Management provides wealth planning, portfolio management, trust and estate, brokerage and retirement plan services and had approximately $2.6 billion in assets under management as of March 31, 2020. The Company operated 145 full service banking centers as of March 31, 2020, primarily in Ohio, Indiana and Kentucky, while the Commercial Finance business lends into targeted industry verticals on a nationwide basis. Additional information about the Company, including its products, services and banking locations, is available at www.bankatfirst.com.

Forward-Looking Statements

Certain statements contained in this press release regarding the offering of the Subordinated Notes constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995.  Words such as ''believes,'' ''anticipates,'' "likely," "expected," "estimated," ''intends'' and other similar expressions are intended to identify forward-looking statements but are not the exclusive means of identifying such statements. 

First Financial may be unable to close the offering on the anticipated closing date, or at all. Risks and other factors that could cause the offering not to be completed, or to be completed with different terms, include market conditions and volatility in the market price of First Financial's publicly traded securities, as well as other risks listed from time to time in First Financial's filings with the SEC, including but not limited to, First Financial's annual and quarterly reports and the prospectus supplements filed in connection with the offering of the Subordinated Notes.

All forward-looking statements included in this filing are made as of the date hereof and are based on information available at the time of the filing.  Except as required by law, First Financial does not assume any obligation to update any forward-looking statement.

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SOURCE First Financial Bancorp.