Business Context and Reporting Period
Company: First Financial Bancorp.
Filing Type: Form 8-K (Current Report)
Report Date: November 6, 2025 (Event Date: November 10, 2025)
Context: The Company completed a public offering of subordinated notes to raise capital for general corporate purposes and potential debt refinancing.
Key Financial Metrics
| Metric | Value |
|---|---|
| Aggregate Principal Amount Issued | $300,000,000 |
| Net Proceeds (approx.) | $296.3 million |
| Underwriting Discount | 1.25% |
| Initial Fixed Interest Rate | 6.375% per annum |
| Future Floating Rate | Three-Month Term SOFR + 300 basis points |
| Maturity Date | December 1, 2035 |
Material Changes and Transaction Details
- Debt Issuance: The Company issued $300 million of 6.375% Fixed-to-Floating Rate Subordinated Notes due 2035.
- Interest Structure:
- Fixed Period: From issuance until December 1, 2030, interest is fixed at 6.375%, payable semi-annually.
- Floating Period: From December 1, 2030, until maturity, interest floats based on Three-Month Term SOFR plus 300 basis points, payable quarterly.
- Redemption Terms: The Company may redeem the notes in whole or in part beginning December 1, 2030. Full redemption is permitted upon a "Tax Event," "Tier 2 Capital Event," or if required to register as an investment company.
- Subordination: The notes rank junior to all senior indebtedness and are structurally subordinated to the liabilities of the Company's bank subsidiary, First Financial Bank.
Guidance, Outlook, and Management Commentary
- Use of Proceeds: Net proceeds will be used for general corporate purposes, including the potential redemption of the Company's existing 5.25% Subordinated Notes due 2030.
- Regulatory Approval: Any redemption of the notes is subject to approval by the Board of Governors of the Federal Reserve System where required by capital regulations.
- Underwriters: Keefe, Bruyette & Woods, Inc. and Janney Montgomery Scott LLC served as underwriters.
Investor Verification Checklist
- Verify the exact net proceeds after deducting all offering expenses beyond the 1.25% underwriting discount.
- Confirm the specific timing and terms for the potential redemption of the 5.25% Subordinated Notes due 2030.
- Review the full text of the Underwriting Agreement and Indenture (Exhibits 1.1, 4.1, 4.2) for covenants and default provisions.
- Monitor the Company's capital ratios to assess the impact of the new debt on regulatory capital requirements.
- Check for any subsequent filings regarding the actual redemption of the 2030 notes.