Washington Trust Bancorp, Inc. (NASDAQ Global Select: WASH), the
publicly-owned holding company of The
Washington Trust Company, announced today that it has entered into a
purchase agreement with select institutional investors pursuant to which
it will raise $50 million in a private placement of its common stock.
Net proceeds are expected to be approximately $46.8 million after
deducting offering-related fees and expenses.
Washington Trust will issue a total of 2.5 million shares of common
stock at a price of $20 per share in the private placement. The closing
is expected to take place on or about October 7, 2008, subject to the
satisfaction of customary closing conditions.
Washington Trust intends to use the net proceeds from the capital raise
for general corporate purposes and to support strategic growth
initiatives in its commercial and wealth management business lines.
Keefe, Bruyette & Woods, Inc. served as placement agent for the offering.
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy, nor shall there be any sales of the
shares of common stock in any jurisdiction in which such an offer,
solicitation or sale would be unlawful prior to the registration or
qualification under the securities laws of any such jurisdiction. The
shares of common stock to be sold in the private placement have not been
registered under the Securities Act of 1933, as amended, or state
securities laws and may not be offered or sold in the United States
absent registration or an applicable exemption from registration
requirements. The shares of common stock were offered and will be sold
only to a limited number of institutional investors that are accredited
investors. Washington Trust has agreed to file a registration statement
with the Securities and Exchange Commission to cover the resale by the
investors of the shares of common stock issued in the private placement.
Washington Trust Bancorp, Inc. is the parent of The Washington Trust
Company, a Rhode Island state-chartered bank founded in 1800. Washington
Trust offers
personal banking, business
banking and wealth
management services through its offices in Rhode Island,
Massachusetts and southeastern Connecticut. Washington Trust Bancorp,
Inc.’s common stock trades on the NASDAQ
Global Select under the symbol WASH. Investor information is available
on the Corporation’s web site: www.washtrust.com.
This press release contains certain statements that may be considered “forward-looking
statements” within the meaning of Section 27A
of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. All statements, other than
statements of historical facts, including statements regarding the
offering and the use of proceeds from the offering are forward-looking
statements. The actual results, performance or achievements of
Washington Trust could differ materially from those projected in the
forward-looking statements as a result of, among other factors, changes
or continued deterioration in general national or regional economic
conditions, reductions in net interest income resulting from interest
rate volatility as well as changes in the balance and mix of loans and
deposits, reductions in the market value of wealth management assets
under administration, reductions in loan demand, changes in loan
collectibility, default and charge-off rates, changes in the size and
nature of Washington Trust’s competition,
changes in legislation or regulation and accounting principles, policies
and guidelines, and changes in the assumptions used in making such
forward-looking statements. In addition, the factors described under
"Risk Factors" in Item 1A of our Annual Report on Form 10-K for the
fiscal year ended December 31, 2007, as filed with the Securities and
Exchange Commission, may result in these differences. You should
carefully review all of these factors, and you should be aware that
there may be other factors that could cause these differences.
Washington Trust assumes no obligation to update forward-looking
statements or update the reasons actual results, performance or
achievements could differ materially from those provided in the
forward-looking statements, except as required by law.
Elizabeth B. Eckel, 401-348-1309
Senior Vice President, Marketing
ebeckel@washtrust.com
