Freedom Financial Holdings, Inc. announced that it has completed a private placement of $20 million of 3.5% fixed-to-floating rate subordinated notes due 2031 to certain qualified institutional buyers and institutional accredited investors (the private placement). The company intends to use the net proceeds from the private placement for general corporate purposes, including continued growth and maintenance of bank level regulatory capital ratios. The Notes have been structured to qualify as Tier 2 capital for regulatory capital purposes. The Notes are unsecured and have a ten-year term, maturing December 1, 2031, and will bear interest at a fixed annual rate of 3.5%, a spread of 194 basis points over the 10-year Treasury as of November 10, 2021 payable semi-annually in arrears, for the first five years of the term. Thereafter, the interest rate will reset quarterly to an interest rate per annum equal to the then current three-month Secured Overnight Financing Rate (Three-Month SOFR), plus a spread of 244 basis points, payable quarterly in arrears, provided, however, that, in the event the Three-Month SOFR is less than zero, the Three-Month SOFR shall be deemed to be zero. The company may redeem the Notes, in whole or in part, on or after December 1, 2026, and to redeem the Notes at any time in whole upon certain other specified events. Janney Montgomery Scott LLC served as the sole placement agent. Troutman Pepper Hamilton Sanders LLP served as legal counsel to Freedom Financial and Alston + Bird LLP served as legal counsel to the placement agent.