In a significant corporate action, Byline Bancorp, Inc. has filed an amendment to its Form S-4 with the Securities and Exchange Commission (SEC) on October 31, 2025, proposing an exchange offer involving up to $75 million of its 6.875% Fixed-to-Floating Rate Subordinated Notes due 2035. This exchange offer is aimed at converting all outstanding unregistered notes into newly registered notes, thereby eliminating the restrictions that currently apply to the old notes.
The specific terms of the exchange allow holders of the existing unregistered notes to receive an equal principal amount of the new registered notes, which offer the same interest rate and maturity but without the additional transfer restrictions or registration rights tied to the older notes. This maneuver is strategically designed to enhance liquidity and streamline the company’s capital structure, potentially making it more attractive to investors.
Byline Bancorp, based in Chicago, Illinois, operates primarily through its subsidiary, Byline Bank, providing a wide array of banking services to both consumers and businesses. The company aims to make the exchange offer effective as soon as practicable following SEC approval, with the expiration date of the offer set for 5:00 p.m. New York City time on a date to be determined in 2025, unless extended.
The anticipated benefits of this exchange offer include improved marketability of the new notes, as the absence of transfer restrictions is likely to attract more investors. Furthermore, Byline will incur no proceeds from the exchange but will bear all associated costs, which emphasizes its commitment to enhancing shareholder value.
From a regulatory perspective, the exchange offer is subject to customary conditions but will not require a minimum principal amount of old notes to be tendered. As of now, there are no known antitrust or regulatory approvals needed for this action, positioning Byline to execute the exchange smoothly.
The impact on shareholders is expected to be positive as the new notes will be easier to trade, potentially leading to increased investor interest. Employees may also benefit from a more stable financial outlook as the company strengthens its capital base. Overall, this strategic exchange offer highlights Byline Bancorp’s proactive approach to managing its debt and enhancing its operational flexibility amid evolving market conditions.