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Subordinated Notes Offering

March 16, 2022

Bippus State Corporation Announces Completion of

$10 Million Subordinated Notes Offering

Huntington, Indiana (February 23, 2022) – Bippus State Corporation (the “Company”), the holding company for The Bippus State Bank (the “Bank”), today announced the completion of its private placement of $5 million of its 3.75% Fixed-to-Floating Rate Subordinated Notes due 2032 (the “Subordinated Notes due 2032”) and $5 million of its 4.25% Fixed-to-Floating Rate Subordinated Notes due 2037 (the “Subordinated Notes due 2037”, and together with the Subordinated Notes due 2032, the “Notes”) to certain qualified institutional buyers and accredited investors.

“We are pleased to announce the completion of a $10.0 million subordinated debt offering, the proceeds of which will be used for general corporate purposes, including to support our continued growth and regulatory capital ratios of the Bank and repurchasing shares of common stock of the Company,” said Eric D. Fawcett, President and Chief Executive Officer of the Company and the Bank. The Subordinated Notes due 2032 will initially bear interest at a fixed annual rate of 3.75% for the first five years and will reset quarterly thereafter to what is expected to be the then current three-month SOFR rate plus 211 basis points. The Subordinated Notes due 2037 will initially bear interest at a fixed annual rate of 4.25% for the first ten years and will reset quarterly thereafter to what is expected to be the then current three-month SOFR rate plus 250 basis points. The Notes are intended to qualify as Tier 2 capital for regulatory capital purposes for the Company.

Performance Trust Capital Partners, LLC served as the sole placement agent. Krieg DeVault LLP served as legal counsel to the Company and Smith Amundsen, LLC served as legal counsel to the placement agent.

This press release is for informational purposes only and shall not constitute an offer to sell, or the solicitation of an offer to buy, any security, 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 such jurisdiction. The Notes have not been registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. The indebtedness evidenced by the Notes is not a deposit and is not insured by the Federal Deposit Insurance Corporation or any other government agency or fund.

Cautionary Statement Regarding Forward-Looking Statements

This news release contains forward-looking statements within the meaning of the federal securities laws. Statements in this release that are not strictly historical are forward-looking and are based upon current expectations that may differ materially from actual results. These forward-looking statements, identified by words such as “will,” “expected,” “believe,” and “prospects,” involve risks and uncertainties that could cause actual results to differ materially from those anticipated by the statements made herein. These risks and uncertainties involve general economic trends and changes in interest rates, increased competition, changes in consumer demand for financial services, the possibility of unforeseen events affecting the industry generally, the uncertainties associated with newly developed or acquired operations, market disruptions and the potential effects of the COVID-19 pandemic on the local and national economic environment, on our customers and on our operations as well as any changes to federal, state and local government laws, regulations and orders in connection with the pandemic. The Company undertakes no obligation to release revisions to these forward-looking statements publicly to reflect events or circumstances after the date hereof or to reflect the occurrence of unforeseen events, except as required to be reported by applicable law.


Eric D. Fawcett

President and Chief Executive Officer

(260) 356-8900


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