Patriot National Bancorp Extends $12 Million Maturity


STAMFORD, Conn., June 24, 2022 (GLOBE NEWSWIRE) — Patriot National Bancorp, Inc. (“Patriot”) (NASDAQ: PNBK) today announced that it has officially extended the maturity of its senior notes of $12 million (the “Notes”) which were due to mature on June 30, 2022. The extension provides for a new maturity date of December 31, 2022. The interest rate will be increased by 25 basis points from 7, 0% to 7.25% per annum from the period of July 1, 2022, until September 30, 2002. If the notes remain in circulation beyond September 30, 2022, the interest rate will be increased by 25 points additional base at 7.50% per annum until the maturity date. The Notes may be redeemed at any time on or before December 31, 2022. The purpose of the extension is to provide Patriot with the additional time necessary to complete the proposed merger of American Challenger Development Corp. (“American Challenger”) in Patriot, which was announced on November 15, 2021. Completion of the merger remains subject to certain closing conditions, shareholder approval and regulatory approval, which is pending .

Caution regarding forward-looking statements:

This release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 regarding Patriot’s business plans and future performance. Words such as “plans”, “believes”, “estimates”, “expects”, “plans”, “intends”, “plans”, “projects”, “targets”, “designs” , “could”, “may”, “should”, “shall” or other similar words and expressions are intended to identify such forward-looking statements. These forward-looking statements are based on Patriot’s current expectations and assumptions regarding Patriot’s business, the economy and other future conditions.

Because forward-looking statements relate to future results and events, they are subject to inherent risks, uncertainties, changes in circumstances and other factors that are difficult to predict. Many possible events or factors could affect Patriot’s future financial results and performance and could cause Patriot’s actual results, performance or achievements to differ materially from the anticipated results expressed or implied by such forward-looking statements. These risks and uncertainties include, among others, (1) the risk that the cost savings, revenue synergies and other anticipated benefits of the proposed transactions may not be realized or may take longer than expected to be realized, including due to the impact or problems arising from the integration of the two companies or due to the state of the economy and competitive factors in the areas where Patriot operates, (2) disruption of the parties’ business activities following the announcement and expectation of the proposed transactions and the diversion of management’s attention from ongoing business activities and opportunities, (3) the occurrence of any event, change or other circumstance which may give rise to the right either or both parties to terminate the merger agreement, dated November 14, 2021, between Patriot and American Challenger, as amended (the “Merger Agreement”), or the investment agreements between Patriot and investors i In the capital increase, (4) the risk that the integration of Patriot and American Challenger will be materially delayed or will be more costly or difficult than expected or that Patriot and American Challenger will otherwise not be able to successfully integrate their companies, (5) the failure to obtain necessary Patriot shareholder approvals, (6) the outcome of any legal proceedings that may be brought against Patriot and/or American Challenger, (7) failure to obtain required governmental approvals or a delay in obtaining such approvals (and the risk that such approvals may result in the imposition of conditions that could adversely affect the combined business or the expected benefits of the proposed transactions ), (8) reputational risk and potential adverse reactions from customers, suppliers and employees of Patriot and/or American Challenger or other partners commercial transactions, as the case may be, including those resulting from the announcement or completion of the contemplated transactions, (9) the timely non-fulfillment of any of the closing conditions of the merger agreement or agreements to investment, (10) delays in closing the proposed merger or capital increase, (11) the possibility that the proposed merger and capital increase may be more costly to complete than anticipated, in particular due to unexpected factors or events, (12) dilution caused by Patriot’s issuance of additional shares of its capital stock in connection with the proposed transactions, (13) general competitive, economic, political and market, (14) other factors that could affect Patriot’s future results, including changes in asset quality and credit risk, failure to sustain revenue and earnings growth, changes in interest rates and m financial markets, inflation, customer borrowing, repayment, investment and deposit practices, the impact, extent and timing of technological changes, capital management activities and other actions of the Federal Reserve Board and legislative and regulatory actions and reforms, and (15) the impact of the ongoing global COVID-19 pandemic on the business of Patriot and/or American Challenger, the ability to complete the proposed transactions and/or any of the other aforementioned risks.

Except to the extent required by applicable law or regulation, Patriot disclaims any obligation to update these factors or publicly announce the results of any revisions to any of the forward-looking statements included in this communication to reflect events or developments future. Additional information regarding Patriot that could affect the forward-looking statements contained herein may be found in Patriot’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021 (“Form 10-K”), its subsequent quarterly reports on Form 10-Q, and its other filings with the Securities and Exchange Commission (“SEC”) and in the proxy statement relating to the proposed transactions.

Additional information and where to find it

In connection with the proposed merger and capital increase, Patriot will file a proxy statement and other relevant documents with the SEC. SHAREHOLDERS ARE ADVISED TO READ THE PROXY STATEMENT WHEN IT BECOMES AVAILABLE AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, AND ANY AMENDMENTS OR ADDITIONS TO THESE DOCUMENTS, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Shareholders can obtain a free copy of the proxy statement (when available) and other Patriot filings at the SEC’s website at The power of attorney and these other documents may also be obtained free of charge from Patriot by directing this request to Patriot at 900 Bedford Street, Stamford, CT, 06901, Attention: Michael Carrazza, telephone: 203-251-8230.

Participants in the solicitation

Patriot and its directors, officers and other members of its management and employees may be considered participants in the solicitation of proxies from its shareholders in connection with the merger and the capital increase. A list of the names of such directors and officers and information regarding the ownership of Patriot common stock by such participants is set forth in Patriot’s Form 10-K, as amended or supplemented by any Form 3 or Form 4 filed with the SEC since the date of this Form 10-K. Additional information about the interests of these participants may be obtained by reading the proxy statement relating to the merger and capital increase when it becomes available, or by addressing a request to Patriot at 900 Bedford Street, Stamford , CT, 06901, Attention: Michael Carrazza, Phone: (203) 251-8230.

American Challenger and its directors and officers may also be considered participants in the solicitation of proxies from Patriot shareholders in connection with the merger and capital increase. A list of the names of such directors and officers and information regarding their interests in the merger will be contained in the proxy statement when available.

About Patriot National Bancorp, Inc.

Founded in 1994 and now celebrating its 28th year, Patriot National Bancorp, Inc. is the parent company of Patriot Bank NA (“Bank”), a nationally chartered bank headquartered in Stamford, CT. The Bank is headquartered in Stamford and operates 9 branches: in Scarsdale, NY; and Darien, Fairfield, Greenwich, Milford, Norwalk, Orange, Stamford, Westport, CT with Express Banking branches in Bridgeport/Husatonic Community College, downtown New Haven and Trumbull at Westfield Mall. The Bank also has SBA lending offices in Stamford, Connecticut, Florida, Georgia, Mississippi, and an operations center in Rhode Island.

Patriot’s mission is to serve its local community and national customer base by offering a growing range of banking solutions to meet the needs of individuals and small business owners. Patriot values ​​the integrity of its people and the way it conducts business. A focus on building strong customer relationships and community engagement are cornerstones of Patriot’s philosophy, which seeks to maximize shareholder value.


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