Empire Bancorp Announces Completed Private Placement

ISLANDIA, NY--(Marketwired - Dec 17, 2015) - Empire Bancorp, Inc. (OTCQB: EMPK), the parent holding company of Empire National Bank, announced today that it has completed a private placement of $15,250,000 in aggregate principal amount of subordinated notes to certain qualified institutional investors. Unless earlier redeemed, the notes mature on December 17, 2025. The notes were designed to qualify as tier 2 capital under the Federal Reserve's capital guidelines. The company intends to use the net proceeds from the offering to support continued organic growth.

"This offering further diversifies our capital mix and provides us with a source of low-cost capital that is non-dilutive to our common shareholders," stated Chairman and Chief Executive Officer Douglas Manditch. "The proceeds of the offering will enable us to continue to implement our growth strategy and better serve the diverse financial services needs of our growing customer base on Long Island and in New York City."

Sandler O'Neill + Partners, L.P. served as the sole placement agent for the offering. Empire Bancorp was advised by Fenimore, Kay, Harrison & Ford, LLP, with Geoffrey Kay as lead attorney, and Covington & Burling LLP served as placement agent's counsel.

The notes sold in the offering have not been registered under the Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. This press release does not constitute an offer to sell, or the solicitation of an offer to buy, any security and will not constitute an offer, solicitation in any jurisdiction in which such offering would be unlawful.

About Empire Bancorp, Inc.

Empire Bancorp, Inc. is a bank holding company for Empire National Bank, a Long Island-based independent bank that specializes in serving the financial needs of small and medium sized businesses, professionals, nonprofit organizations, real estate investors, and consumers. The bank has four banking offices located in Islandia, Shirley, Port Jefferson Station and Mineola, New York, and a loan and deposit production office in New York City.

This release may contain certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. For this purpose, any statements contained in this press release that are not statements of historical fact may be deemed to be forward-looking statements. Without limiting the foregoing, words such as "may," "will," "expect," "believe," "anticipate," "estimate" or "continue," or comparable terminology, are intended to identify forward-looking statements. These statements by their nature involve substantial risks and uncertainties, and actual results may differ materially depending on a variety of factors, many of which are not within the control of the Company. The forward-looking statements included in this press release are made only as of the date of this press release. Empire Bancorp has no intention, and does not assume any obligation, to update these forward-looking statements.