The Bank of N.T. Butterfield & Son Limited (the “Bank”) is offering $75,000,000 aggregate principal amount of 5.25% Fixed to Floating Rate Subordinated Notes due 2028 (the “Notes”). From and including May 24, 2018, to, but excluding June 1, 2023, we will pay interest on the Notes semi-annually in arrears on each June 1 and December 1 at a fixed annual interest rate equal to 5.25%. From and including June 1, 2023, to, but excluding the maturity date or earlier redemption date, the interest rate will reset quarterly to an annual interest rate equal to the three-month LIBOR plus a spread of 225.5 basis points, payable quarterly in arrears on each March 1, June 1, September 1 and December 1 of each year. The Notes will mature on June 1, 2028, if not previously redeemed.

The Notes will be unsecured subordinated obligations of the Issuer.  The Notes will rank junior in right of payment to the payment of the Issuer’s existing and future senior indebtedness, including its deposits, and they will be structurally subordinated to all of the Issuer’s subsidiaries’ existing and future indebtedness and other obligations.  The Notes will not be guaranteed by any of the Issuer’s subsidiaries. There is no sinking fund for the Notes. 

The BMA has provided confirmation that the Notes will be treated as Tier 2 capital for the full term of the Notes, based on the Notes having a stated maturity in excess of five years (along with subordination ranking and liquidation rights similar to those of the Bank’s previous subordinated debt issuances) and their issuance not being required in order for the Bank to meet its current minimum capital requirements.