Butterfield Announces Launch of Secondary Offering

Hamilton, Bermuda—February 21, 2017: The Bank of N.T. Butterfield & Son Limited (“Butterfield”) (NYSE: NTB | BSX: NTB.BH) today announces Launch of Secondary Offering. The full filing stated:

Hamilton, Bermuda and New York, NY—21 February 2017: The Bank of N.T. Butterfield & Son Limited (“Butterfield”) (NYSE: NTB | BSX: NTB.BH) today announced that certain of its shareholders (collectively, the “Selling Shareholders”), including affiliates of The Carlyle Group (collectively, “Carlyle”), intend to offer 9,555,794 shares of Butterfield’s voting ordinary shares, par value $0.01 per share (the “Common Stock”), in an underwritten public offering.  In addition, the Selling Shareholders intend to grant the underwriters a 30-day option to purchase up to an additional 1,433,369 shares of the Common Stock at the public offering price, less underwriting discounts and commissions.  The shares offered, including the underwriters’ option to purchase additional shares, will include all 7,632,569 shares currently owned by Carlyle.  Butterfield will not be issuing any shares in connection with the offering and will not receive any proceeds from the offering.

The pricing and completion of the offering remain subject to a range of conditions.

Goldman, Sachs & Co., Citigroup, Sandler O’Neill & Partners and Keefe, Bruyette & Woods are acting as the joint book-running managers, and Raymond James and Wells Fargo Securities are acting as co-managers for the offering.

This offering will only be made by means of a prospectus. When available, copies of the preliminary prospectus related to the offering may be obtained from Goldman, Sachs & Co., Attention: Prospectus Department, 200 West Street, New York, NY 10282, or by telephone at (866) 471 2526, or by e-mail at prospectus-ny@ny.email.gs.com, from Citigroup, c/o: Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, by telephone at (800) 831 9146, or by e-mail at prospectus@citi.com, from Sandler O’Neill & Partners, L.P., 1251 Avenue of the Americas, New York, NY 10020, or by telephone at (866) 805 4128, or from Keefe, Bruyette & Woods, Inc., by telephone at (800) 966 1559.

A registration statement relating to these securities has been filed with the Securities and Exchange Commission (“SEC”), but has not yet become effective. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. Copies of the registration statement can be accessed through the SEC’s website at www.sec.gov. This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

-ENDS-