Griffin Serves as Lead Placement Agent to Ballston Spa Bancorp, Inc. in $26 Million Subordinated Debt Offering

Company Overview

Founded in 1838, Ballston Spa National Bank (BSNB or the Company) is the wholly owned subsidiary of Ballston Spa Bancorp, Inc., and had approximately $929 million in total assets as of Dec. 31, 2025. BSNB serves individuals, businesses, organizations and families through 13 full-service branches across Albany and Saratoga Counties in New York State by providing a complete range of retail, commercial, residential and private-wealth banking solutions designed to meet the needs of a growing community. With a legacy of more than 185 years, the bank is committed to personal service, local decision-making and long-term relationships while delivering the convenience of modern banking with the care and attention of a true community banking partner.

On Sept. 24, 2025, BSNB announced a merger with NBC Bancorp, Inc. and subsidiary National Bank of Coxsackie (NBC).  NBC, which was established in 1852, had $512 million in total assets as of Dec. 31, 2025, and served customers through eight full-service branches across Albany, Greene and Schoharie Counties in New York State, with an additional loan production office in Latham, NY.

Situation

The merger of Ballston Spa Bancorp, Inc. and NBC Bancorp, Inc. created a sizable but temporary reduction in capital ratios due to the fair value adjustments of merger accounting. Raising $20 million in capital, which could be pushed down to the bank as common equity, provided bridge financing to ensure the combined bank was comfortably well-capitalized at the merger closing date. Projected earnings accretion and the favorable amortization of the fair value marks would grow capital quickly after closing, so the combined bank ideally needed only a temporary capital boost. Ballston and NBC each had existing sub debt coming up for redemption and/or refinance, so the new debt could be carried with the legacy debt to temporarily support the merger-related fair value adjustments. Once post-merger capital levels recover to acceptable levels, the new debt would serve as the incremental capital needed to retire the legacy debt.

Solution

Ballston marketed a $20 million deal, which was oversubscribed, causing the Company to increase the size of the offering to $26 million, leaving the additional $6 million at the holding company in the near term in order to assess its best use. Ballston marketed the deal following regulatory approval of the merger, but before formal shareholder approval was received, in a volatile political environment with material interest rate fluctuations. The fixed coupon for the first five years is a fixed rate of 7.375%, with the second five years floating at 378 basis points over 90-day SOFR. The offering closed on March 25, 2026, enabling the Company to close the NBC merger on April 1, 2026.

For more information on this transaction, Richard L. Quad, Head, Depository Institutions, at 646.254.6387, Alan Grover, Senior Vice President, at 610.478.2008, or Christopher P. Adams, Vice President, at 610.205.6016.