0001193125-22-279220.txt : 20221107 0001193125-22-279220.hdr.sgml : 20221107 20221107170858 ACCESSION NUMBER: 0001193125-22-279220 CONFORMED SUBMISSION TYPE: FWP PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20221107 DATE AS OF CHANGE: 20221107 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: UNIVEST FINANCIAL Corp CENTRAL INDEX KEY: 0000102212 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 231886144 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: FWP SEC ACT: 1934 Act SEC FILE NUMBER: 333-253668 FILM NUMBER: 221366368 BUSINESS ADDRESS: STREET 1: 14 NORTH MAIN STREET STREET 2: PO BOX 197 CITY: SOUDERTON STATE: PA ZIP: 18964 BUSINESS PHONE: 2157212400 MAIL ADDRESS: STREET 1: 14 NORTH MAIN STREET STREET 2: PO BOX 197 CITY: SOUDERTON STATE: PA ZIP: 18964 FORMER COMPANY: FORMER CONFORMED NAME: UNIVEST CORP OF PENNSYLVANIA DATE OF NAME CHANGE: 19920703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: UNIVEST FINANCIAL Corp CENTRAL INDEX KEY: 0000102212 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 231886144 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: FWP BUSINESS ADDRESS: STREET 1: 14 NORTH MAIN STREET STREET 2: PO BOX 197 CITY: SOUDERTON STATE: PA ZIP: 18964 BUSINESS PHONE: 2157212400 MAIL ADDRESS: STREET 1: 14 NORTH MAIN STREET STREET 2: PO BOX 197 CITY: SOUDERTON STATE: PA ZIP: 18964 FORMER COMPANY: FORMER CONFORMED NAME: UNIVEST CORP OF PENNSYLVANIA DATE OF NAME CHANGE: 19920703 FWP 1 d411863dfwp.htm FWP FWP

Issuer Free Writing Prospectus

Filed Pursuant to Rule 433

Registration Statement No. 333-253668

November 7, 2022

Univest Financial Corporation

Pricing Term Sheet

7.25% Fixed-to-Floating Rate Subordinated Notes due 2032

 

Issuer:    Univest Financial Corporation (the “Company”)
Security:    7.25% Fixed-to-Floating Rate Subordinated Notes due 2032 (the “Subordinated Notes”)
Principal Amount:    $50,000,000
Price to Public:    100% of face amount
Stated Maturity Date:    November 15, 2032
Coupon:    From and including November 15, 2022, to but excluding November 15, 2027, at an initial rate of 7.25% per annum, payable semi-annually in arrears, and thereafter at an annual floating rate equal to the Benchmark rate (which is expected to be Three-Month Term SOFR) (each as defined in the Preliminary Prospectus Supplement), as determined for the applicable quarterly period, plus a spread of 309.8 basis points, payable quarterly in arrears. If the Benchmark rate is less than zero, the Benchmark rate shall be deemed to be zero.
Interest Payment Dates:   

Fixed Rate Period: May 15 and November 15 of each year commencing on May 15, 2023. The last interest payment date for the fixed period will be November 15, 2027.

 

Floating Rate Period: February 15, May 15, August 15 and November 15 of each year, commencing on February 15, 2028.

Day Count:   

Fixed Rate Period: 360-day year consisting of twelve 30-day months.

 

Floating Rate Period: 360-day year and the actual number of days elapsed.

Optional Redemption:    Redeemable (1) in whole or in part on or after November 15, 2027, or (2) in whole, but not in part, at any time within 90 days if (i) a change in law occurs that could prevent the Company from deducting interest payable on the Subordinated Notes for U.S. federal income tax purposes, (ii) a subsequent event occurs that precludes the Subordinated Notes from being recognized as Tier 2 capital for regulatory capital purposes, or (iii) the Company is required to register as an investment company under the Investment Company Act of 1940, as amended, in each case at a redemption price equal to 100% of the principal amount of the Subordinated Notes, plus unpaid interest, if any, accrued thereon to but excluding the date of redemption.

Trade Date:    November 7, 2022
Settlement Date:    November 15, 2022 (T+5)
CUSIP / ISIN:    915271AD2 / US915271AD22
Rating*:    Kroll Bond Rating Agency: BBB
Minimum Denomination:    $1,000 and integral multiples of $1,000 in excess thereof
Sole Book-Running Manager:    U.S. Bancorp Investments, Inc.
Co-Managers:    Keefe, Bruyette & Woods, Inc. and PNC Capital Markets LLC

 

*

A rating is not a recommendation to buy, sell or hold securities. Ratings may be subject to revision or withdrawal at any time by the assigning rating organization. Each rating agency has its own methodology for assigning ratings and, accordingly, each rating should be evaluated independently of any other rating.

We expect that delivery of the Subordinated Notes will be made against payment therefor on or about the fifth business day following the date of pricing of the Subordinated Notes (this settlement cycle being referred to as “T+5”). Accordingly, purchasers who wish to trade the Subordinated Notes prior to the delivery of the Subordinated Notes will be required, by virtue of the fact that the Subordinated Notes initially will settle in T+5, to specify an alternate settlement cycle at the time of any such trade to prevent a failed settlement. Purchasers of the Subordinated Notes who wish to trade their Subordinated Notes prior to their date of delivery should consult their own advisors.

The Company has filed a registration statement (including a prospectus) and a preliminary prospectus supplement (the “Preliminary Prospectus Supplement”) with the Securities and Exchange Commission (the “SEC”) for the offering to which this communication relates. Before you make a decision to invest, you should read the prospectus in that registration statement, the Preliminary Prospectus Supplement, the final prospectus supplement (when available) and other documents the Company has filed with the SEC for more complete information about the Company and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the Company or underwriter will arrange to send you the prospectus and the applicable prospectus supplement if you request them by calling U.S. Bancorp Investments, Inc. toll-free at 1-877-558-2607.

Capitalized terms used but not defined in this Pricing Term Sheet have the meanings given to them in the Preliminary Prospectus Supplement. This Pricing Term Sheet is qualified in its entirety by reference to the Preliminary Prospectus Supplement. The information in this Pricing Term Sheet supplements the Preliminary Prospectus Supplement and supersedes the information in the Preliminary Prospectus Supplement to the extent it is inconsistent with the information in the Preliminary Prospectus Supplement. Other information (including other financial information) presented in the Preliminary Prospectus Supplement is deemed to have changed to the extent affected by the information contained herein.