8-KFiled Aug 19, 8:00 PM ET

Beacon Financial (BBT) Issues $175M Subordinated Notes; Redeems 2029 Notes

$BBT · Beacon Financial Corp

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Beacon Financial (BBT) Issues $175M Subordinated Notes; Redeems 2029 Notes

What Happened
Beacon Financial Corporation (BBT) announced on August 20, 2026 that it completed an offering of $175,000,000 aggregate principal amount of 6.25% Fixed-to-Floating Rate Subordinated Notes due 2036 (the “Notes”). The company estimates net proceeds of about $171.8 million. Beacon also delivered a redemption notice on August 14, 2026 to redeem in full its outstanding $75 million of 6.0% Fixed-to-Floating Rate Subordinated Notes due 2029 on the scheduled redemption date of September 15, 2026.

Key Details

  • Offering size and terms: $175,000,000 principal; fixed 6.25% interest through (but excluding) Sept 1, 2031 (semiannual payments), then quarterly resets to Three‑Month Term SOFR + 215 bps (starting Dec 1, 2031); maturity Sept 1, 2036.
  • Net proceeds: approximately $171.8 million after underwriting discounts and expenses. Underwriters’ reps: Keefe, Bruyette & Woods, Inc. and Piper Sandler & Co.
  • Use of proceeds and redemptions: Beacon intends to use the offering proceeds (plus cash on hand if needed) to redeem the 2029 Notes ($75M) plus accrued interest and for general corporate purposes. The 2029 Notes will be redeemed Sept 15, 2026 at 100% of principal plus accrued interest; interest ceases to accrue as of that date.
  • Priority and regulatory capital: The Notes are unsecured, subordinated obligations that rank junior to the company’s senior indebtedness and are intended to qualify (subject to limits) as Tier 2 capital under Federal Reserve rules. As a holding company, Beacon’s Notes are effectively subordinated to liabilities of its bank and other subsidiaries.

Why It Matters
This transaction is a liability management and capital-structure move: Beacon raised long-dated subordinated capital (ten-year maturity to 2036) at a fixed rate for the first five years, then floating, while retiring a smaller 2029 subordinated issuance. For investors, the new Notes increase Beacon’s subordinated debt outstanding but are intended to strengthen regulatory capital (Tier 2) and extend debt maturities. The fixed 6.25% coupon through 2031 locks in interest expense for the near term; thereafter the rate will float with SOFR plus a spread. Because the Notes are subordinated, they are below senior creditors in a liquidation scenario and are effectively junior to liabilities of Beacon’s bank and other subsidiaries.