0000950159-16-000713.txt : 20160909 0000950159-16-000713.hdr.sgml : 20160909 20160909152728 ACCESSION NUMBER: 0000950159-16-000713 CONFORMED SUBMISSION TYPE: FWP PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20160909 DATE AS OF CHANGE: 20160909 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Customers Bancorp, Inc. CENTRAL INDEX KEY: 0001488813 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 272290659 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: FWP SEC ACT: 1934 Act SEC FILE NUMBER: 333-209760 FILM NUMBER: 161878767 BUSINESS ADDRESS: STREET 1: 1015 PENN AVENUE STREET 2: SUITE 103 CITY: WYOMISSING STATE: PA ZIP: 19610 BUSINESS PHONE: 484-359-7113 MAIL ADDRESS: STREET 1: 1015 PENN AVENUE STREET 2: SUITE 103 CITY: WYOMISSING STATE: PA ZIP: 19610 FORMER COMPANY: FORMER CONFORMED NAME: Customers 1st Bancorp, Inc. DATE OF NAME CHANGE: 20100408 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Customers Bancorp, Inc. CENTRAL INDEX KEY: 0001488813 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 272290659 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: FWP BUSINESS ADDRESS: STREET 1: 1015 PENN AVENUE STREET 2: SUITE 103 CITY: WYOMISSING STATE: PA ZIP: 19610 BUSINESS PHONE: 484-359-7113 MAIL ADDRESS: STREET 1: 1015 PENN AVENUE STREET 2: SUITE 103 CITY: WYOMISSING STATE: PA ZIP: 19610 FORMER COMPANY: FORMER CONFORMED NAME: Customers 1st Bancorp, Inc. DATE OF NAME CHANGE: 20100408 FWP 1 customersfwp.htm CUSTOMERS BANCORP, INC. FORM FWP

 
Filed Pursuant to Rule 433
Registration Statement No.:  333-209760

Customers Bancorp, Inc.
Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series F
Pricing Term Sheet
 
Issuer:
Customers Bancorp, Inc.
   
Title of Security:
Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series F (the "Series F Preferred Stock")
   
Size:
$75,000,000 (representing 3,000,000 shares), or $86,250,000 (representing 3,450,000 shares) if the underwriters exercise their option to purchase additional shares in full
   
Maturity:
Perpetual
   
Liquidation Preference:
$25.00 per share
   
Dividend Rate (Non-Cumulative):
At a rate per annum equal to 6.00% up to but excluding December 15, 2021; from and including December 15, 2021, until the redemption date (if any), at a floating rate per annum equal to three-month U.S. dollar LIBOR plus a spread of 4.762% per annum; in each case, only when, as and if declared.
   
Dividend Payment Dates:
March 15, June 15, September 15 and December 15 each year, commencing December 15, 2016.
   
Redemption:
At the Issuer's option (i) on any dividend payment date occurring on or after December 15, 2021, in whole or in part, at a redemption price equal to $25.00 per share, plus the per share amount of any declared and unpaid dividends and (ii) in whole but not in part at any time within 90 days following the occurrence of a "regulatory capital treatment event," as described in the prospectus supplement, at a redemption price equal to $25.00 per share, plus any declared and unpaid dividends.
   
Trade Date:
September 9, 2016
   
Settlement Date:
September 16, 2016 (T+5)
   
Public Offering Price:
$25.00 per share
   
Underwriting Discount:
$0.7875 per share
   
Net Proceeds (before expenses) to the Issuer:
$72,637,500.00 or $83,533,125.00 if the underwriters exercise their option to purchase additional shares in full.
   
Listing:
The Issuer intends to file an application to list the shares of Series F Preferred Stock on the New York Stock Exchange under the symbol "CUBIPrF".
   
CUSIP/ISIN:
23204G 704 /US23204G7043
   
Joint Book-Running Managers:
Morgan Stanley & Co. LLC
 UBS Securities LLC
   
Co-Managers:
FBR Capital Markets & Co.
Keefe, Bruyette & Woods, Inc.
Boenning & Scattergood, Inc.

The issuer has filed a registration statement (including a prospectus and preliminary prospectus supplement) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement, the preliminary prospectus supplement and other documents incorporated by reference therein for more complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus and prospectus supplement if you request it by calling Morgan Stanley & Co. LLC at 1-866-718-1649 or UBS Securities LLC at 1-888-827-7275.