Bridgewater Bancshares’ $50 Million Private Placement of Subordinated Notes


Barack Ferrazzano acted as legal counsel to Bridgewater Bancshares on the deal.

Bridgewater Bancshares, Inc. (Nasdaq: BWB), the parent company of Bridgewater Bank, completed a private placement of $50.0 million in aggregate principal amount of 5.25% Fixed-to-Floating Rate Subordinated Notes due 2030 (the Notes).

The Company plans to use the proceeds for general corporate purposes, including supporting regulatory capital ratios and investing in the Bank.

Initially the Notes will bear interest at a rate of 5.25% per annum from June 19, 2020 to July 1, 2025, with interest during this period payable semiannually in arrears. From July 1, 2025 to the stated maturity date or early redemption date, the interest rate will reset quarterly to an annual floating rate equal to Three-Month Term Secured Overnight Financing Rate plus 513 basis points, with interest during this period payable quarterly in arrears. The Notes are redeemable by the Company, in whole or in part, on or after July 1, 2025, and at any time upon the occurrence of certain events. The Notes have been structured to qualify as Tier 2 capital for the Company for regulatory capital purposes.

Bridgewater Bancshares, Inc. is a financial holding company headquartered in Bloomington, Minnesota. The Company has two wholly owned subsidiaries, Bridgewater Bank, a Minnesota-chartered commercial bank founded in November 2005, and Bridgewater Risk Management, Inc., a captive insurance company founded in December 2016. The Bank has seven locations across the Minneapolis-St. Paul-Bloomington metropolitan statistical area, offering a full array of simple quality loan and deposit products, primarily for commercial clients.

D.A. Davidson & Co. and Performance Trust Capital Partners, LLC acted as joint placement agents for the Notes offering.

Barack Ferrazzano’s team advising Bridgewater Bancshares was led by Joseph T. Ceithaml (Picture) and Nick M. Brenckman.

Involved fees earner: Nicholas Brenckman – Barack Ferrazzano; Joseph Ceithaml – Barack Ferrazzano;

Law Firms: Barack Ferrazzano;

Clients: Bridgewater Bancshares, Inc.;

Author: Ambrogio Visconti