PROSPECTUS SUMMARY

           This summary highlights information contained in other parts of this prospectus. Because it is only a summary, it does not contain all of the information that you should consider before investing in the common shares and it is qualified in its entirety by, and should be read in conjunction with, the more detailed information appearing elsewhere in this prospectus. You should read the entire prospectus carefully, especially "Risk Factors," "Cautionary Note Regarding Forward-Looking Statements," "Management's Discussion and Analysis of Financial Conditions and Results of Operations," and our financial statements and the related notes included elsewhere in this prospectus, before deciding to buy the common shares. See "Explanatory Note" on page iii of this prospectus for use of certain terms used herein.

Overview

          We are a full service bank and wealth manager headquartered in Hamilton, Bermuda. We operate our business through six geographic segments: Bermuda, the Cayman Islands, and Guernsey, where our principal banking operations are located; and The Bahamas, Switzerland, and the United Kingdom, where we offer specialized financial services. We offer banking services, comprised of retail and corporate banking, and wealth management, which consists of trust, private banking, and asset management. In our Bermuda and Cayman Islands segments, we offer both banking and wealth management. In our Guernsey, Bahamas, and Switzerland segments, we offer wealth management. In our United Kingdom segment, we offer residential property lending.

          For the year ended December 31, 2015 and six months ended June 30, 2016, we generated $379.5 million and $199.1 million, respectively, in net revenue before provision for credit losses and other gains/losses (" Net Revenue "). Our Net Revenue for the six months ended June 30, 2016 consisted of 56% from our Bermuda segment, 30% from our Cayman Islands segment, 10% from our Guernsey segment, 2% from our United Kingdom segment, and 1% from each of our Bahamas and Switzerland segments. As of June 30, 2016, we had $11.3 billion in total assets, $3.9 billion in net loans, $10.1 billion in customer deposits, $101.3 billion of trust assets under administration (" AUA "), and $4.8 billion of assets under management (" AUM ").

          In our Bermuda and Cayman Islands segments, our bank provides a full range of retail and corporate banking services to individuals, local businesses, captive insurers, reinsurance companies, trust companies, and hedge funds. The key products we offer include personal and business deposit services, residential and commercial mortgages, small and medium-sized enterprise and corporate loans, credit and debit card suite, merchant acquiring, mobile / online banking, and cash management. With seven branches and 49 ATMs as of June 30, 2016, we have a 39% Bermudian Dollar (" BMD ") deposit market share in Bermuda and a 35% local deposit market share in the Cayman Islands as of December 31, 2015 based on data from the BMA and the Cayman Islands Monetary Authority (" CIMA "), respectively. We were named "Bermuda Bank of the Year" and "Cayman Bank of the Year" in 2013, 2014, and 2015 by The Banker and "Best Developed Market Bank in Bermuda" by Global Finance in 2015 and 2016.

          In all of our segments except the United Kingdom, we offer wealth management to high net worth and ultra-high net worth individuals, family offices, and institutional and corporate clients. Our wealth management platform has three lines of business: trust, private banking, and asset management. The wealth management business has received a number of industry awards from Euromoney, the Society of Trust and Estate Practitioners (" STEP "), Citiwealth, PWM/The Banker, and Global Finance, including "Trust Company of the Year" at the STEP Private Client Awards in 2015 and "Best Private Bank 2015, Bermuda" by both PWM/The Banker and Global Finance in 2015.

          The trust business line, which utilizes specialists in each of our geographic areas, meets client needs in estate and succession planning, administration of complex asset holdings, and efficient coordination of family affairs. In addition, the business provides pension and employee benefits services for multinational corporations, as well as services that involve administration of and fiduciary responsibility for customized trust structures holding a wide range of asset types including financial assets, property, business assets, and art. As of June 30, 2016, trust AUA totaled $101.3 billion.

          Our private banking business line offers access to a suite of services that can be customized to each client's needs and preferences and delivered as part of a coordinated strategy by a dedicated private banker. We provide clients in our Bermuda, Cayman Islands, and Guernsey segments with an integrated model that combines traditional wealth management with banking, lending, cash management, foreign exchange services, custody and access to asset management and trust professionals within Butterfield. We also provide our clients with immediate access to their account information through the use of internet banking. Our target market is comprised of high net worth individuals, trusts, and family offices. As of June 30, 2016, total deposits and loans in our private banking business were $2.7 billion and $590 million, respectively. ⁽¹⁾

          Our asset management business line provides a broad range of portfolio management services to institutional and private clients. Our target client base includes institutions such as pension funds and captive insurance companies with investable assets over $10 million and private clients such as high net worth individuals, families, and trusts with investable assets over $1 million. Our principal services include discretionary investment management, managed portfolio services, money market, and mutual fund offerings. We also offer advisory and self-directed brokerage options. Over 90% of the business's discretionary investment mandates call for balanced growth to conservative allocations. We focus on delivery of reasonable appreciation with an emphasis on capital preservation. The Bank relies on well-recognized and leading third parties to provide research and investment management expertise, while our own services are concentrated on portfolio construction and managing client relationships. We also provide customized reporting to meet specific needs of our major clients. As of June 30, 2016 our asset management AUM were $4.8 billion.

          From 2011 to 2015, our GAAP net income to common shareholders and our core net income to common shareholders (" Core Net Income to Common ") had compound annual growth rates (" CAGRs ") of 24% and 56%, respectively. ⁽²⁾ These results were achieved despite a low interest rate environment. We attribute this financial performance to our attractive markets in our segments, leading position in those markets, strong operating discipline, conservative balance sheet deployment, and ability to grow our award-winning wealth management business. Our earnings generation has allowed us to build capital to return to shareholders and invest strategically, both organically and through acquisitions, to further enhance the growth prospects of our company. We aim to continue to build excess capital in the future, which we can redeploy into growing our business and return to shareholders.

          The following charts show the trajectory of our performance from 2011 to June 30, 2016:

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(1)

Excludes the balances held, managed, or administered by the deposit-taking and investment management and custody business of Butterfield Bank (UK) Limited, which is being wound down and is anticipated to be closed by the end of 2016.

(2)

Core Net Income to Common is a non-GAAP financial measure that is calculated by adjusting net income for income or expense items which management considers not to be core to the operations of our business and deducting dividends payable to preferred shareholders. For a reconciliation of Core Earnings to Common to GAAP net income attributable to common shareholders, see "Selected Consolidated Financial Data — Reconciliation of Non-GAAP Financial Measures."

(3)

Core earnings per common share fully diluted is a non-GAAP financial measure that is calculated by dividing Core Earnings to Common by weighted average shares outstanding. For a reconciliation of Core earnings per common share fully diluted to GAAP earnings per share, see "Selected Consolidated Financial Data — Reconciliation of Non-GAAP Financial Measures."

Our History

          Our origins trace back to 1758, to the founding of the trading firm of Nathaniel Butterfield. In 1858, our company was established as a bank in Bermuda and has been instrumental to the local economy ever since. The bank was later incorporated under a special act of the local Parliament in

1904. In the 1960s, as international business began contributing substantially to Bermuda's economy, we developed services to meet their needs. In 1967, we opened offices in the Cayman Islands and by the 1980s had expanded our operations to include retail banking, investment management, and fund administration. In 1973, we opened our Guernsey office in order to provide customers with access to Sterling after Bermuda's departure from the British Sterling zone. In addition to being Bermuda's first bank, we have a long history of innovating financial services on the island: we opened the first ATMs in Bermuda in the 1980s and launched Bermuda's first internet banking service in 2001. In 1998, we listed on the Bermuda Stock Exchange under the ticker NTB.BH.

          In 2008 and 2009, as a result of the global financial crisis, we realized losses attributable primarily to US non-agency mortgage backed securities in our investment portfolio, as well as write-downs on local market hospitality loans. To raise capital to offset these losses, the Bank executed a $200 million preference share offering in June 2009. In 2009 and 2010, we implemented a comprehensive restructuring plan for the Company: we hired a new management team, de-risked our balance sheet, and raised $550 million of common equity from a group of investors that included The Carlyle Group and CIBC, as well as existing shareholders. As part of the transaction, we launched a rights offering of $130 million on April 12, 2010, so as to allow the pre-transaction shareholders to participate in the recapitalization of the Company. The rights offering, which closed on May 12, 2010, was fully subscribed to, and the proceeds were used to repurchase shares from the recapitalization investors. As a result, the recapitalization investors' total investment was reduced to $420 million.

          Since our restructuring, we have pursued a strategy to focus on our core strengths in banking and wealth management. We have executed upon our strategy by streamlining the Company's operations through exits of non-core markets, repositioning our balance sheet, investing in efficiency initiatives, and continuing to invest in our core business lines to grow both organically and through acquisitions. By following this strategy, we have significantly improved our financial results including growing Core Earnings to Common every year since 2011 and have been able to initiate a capital return policy for investors. The following items were key steps in executing our strategy:

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In 2010, we sold our operations in Hong Kong and Malta, and in 2012, we sold our operations in Barbados as they were no longer consistent with our strategy.



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In 2010, we sold $820 million of asset-backed securities to cleanse our investment portfolio.



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In 2013, we implemented an annual cash dividend of $0.04 per year plus a $0.01 per year special dividend.



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In 2014, we completed two acquisitions, which allowed us to both expand and complement our existing business lines: Legis Group Holdings' Guernsey-based trust and corporate services business as well as a significant portion of HSBC's corporate and retail banking business in the Cayman Islands.



•

In April 2015, Canadian Imperial Bank of Commerce ( "CIBC" ) sold its 19% ownership stake. We repurchased and retired 80 million shares for a total of $120 million, and The Carlyle Group purchased CIBC's remaining 23 million shares and subsequently sold them to other existing investors.



•

In December 2015, we repositioned our balance sheet to better match the duration of our assets and liabilities and to reclassify a portion of our Available for Sale (" AFS ") portfolio to Held to Maturity (" HTM ").

•

In February 2016, we commenced an orderly wind-down (" OWD ") of our UK operations. We intend to exit our private banking and asset management operations in our UK segment, but retain our UK high net worth mortgage lending business. The OWD is expected to be completed by the end of 2016 and to release capital that we intend to invest in other areas of our business. See "Unaudited Pro Forma Condensed Consolidated Financial Information" for more information.



•

In April 2016, we completed an acquisition of HSBC's Bermuda trust business and private banking investment management operations that added $1.6 billion of deposits to our balance sheet. As part of the transaction, HSBC also entered into an agreement to refer its existing private banking clients to Butterfield.

Our Markets

          Our two largest segments are Bermuda and the Cayman Islands. As of June 30, 2016, 58% of our total assets were held by our Bermuda segment and 29% by our Cayman Islands segment. Bermuda is our largest jurisdiction by number of employees, and we are the country's largest independent bank. In both segments, we have a retail banking, corporate banking, and wealth management presence. In three of our other four segments, we provide wealth management including trust, private banking, and asset management for our global client base. As of June 30, 2016, our Bermuda segment had $6.8 billion of assets, $51.5 billion of AUA and $3.5 billion of AUM, and our Cayman Islands segment had $3.3 billion of assets, $3.9 billion of AUA and $0.9 billion of AUM.

          The charts below provide the geographic distribution of our Net Revenue for the twelve months ended December 31, 2015 and the six months ended June 30, 2016.

          Bermuda is a leading international financial center and a global hub for reinsurers, captive insurers, and other multi-national corporations. Foreign currency assets held by local banks totaled $18 billion in 2015, more than three times GDP for the same period. According to a 2015 report from the Federal Insurance Office of the US Department of the Treasury, Bermuda is the domicile for 15 of the world's 40 largest reinsurance groups and accounts for 11% of global reinsurance premiums written and 15% of global property & casualty reinsurance premiums written. Bermuda's captive insurance market includes approximately 750 captive insurers according to a 2015 report by the Bermuda Monetary Authority. Home to a population of approximately 66,000, the country had

the second highest gross domestic product (" GDP ") per capita income in the world in 2015 at approximately $92,500 and a nominal GDP of $5.7 billion according to The Economist.

          The Cayman Islands is also a leading international financial center, serving as the leading domicile for hedge funds globally and the second largest domicile (after Bermuda) for captive insurers globally. Total deposits held by banks equaled $12 billion as of 2015, or more than three times GDP for 2015. As of June 2016, there were 11,019 funds registered in the Cayman Islands with 108 fund administrators according to CIMA. We hold business relationships with approximately 650 funds, fund administrators, and related entities. Home to a population of approximately 60,000, the country had a 2015 GDP per capita of approximately $56,100 and a nominal GDP of $3.3 billion according to the Cayman Islands' Annual Economic Report.

          The table below highlights the relative position of Bermuda and the Cayman Islands compared to the US and UK based on several macroeconomic factors:

Comparison of Selected 2015 Macroeconomic Indicators ⁽¹⁾

			Bermuda			Cayman Islands			USA			UK
​	​	​	​	​	​	​	​	​	​	​	​	​	​
GDP per Capita ($000's)		$	92.5		$	56.1		$	55.9		$	44.2
Unemployment			7.0	%		4.2	%		5.3	%		5.4	%
Consumer Price Inflation			1.4	%		(2.3	)%		0.1	%		0.1	%

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(1)

Source: The Economist, 2015 Bermuda Labour Force Survey Executive Report, and The Cayman Islands' Labour Force Survey Report Fall 2015

          The international trust market is primarily concentrated in select jurisdictions, including Bermuda, the Cayman Islands, Guernsey, Hong Kong, Jersey, Singapore, and Switzerland. The leading international trust law firms serve as key introducers of clients to Butterfield and are the primary source of new business. Trust clients often hold assets that are international in nature, and as a result, performance of trust businesses is not generally linked to performance of the domestic economies where clients are served.

          The private banking market in Bermuda, the Cayman Islands, and Guernsey is composed largely of resident high net worth individuals meeting minimum deposit and/or loan thresholds. Clients are introduced to the private bank through Butterfield's retail banking operation upon reaching the appropriate deposit or loan threshold, Butterfield's trust and asset management arms, as well as through external introducers. Although locally based, private banking clients often hold international assets, and as a result, business performance is not necessarily correlated to the domestic economies where clients are served.

          Our asset management business line operates in Bermuda, the Cayman Islands, and Guernsey. As of June 30, 2016, 72% of our AUM was in Bermuda, 18% was in the Cayman Islands, 8% was in Guernsey, and 1% was in the United Kingdom, which we are exiting as part of our OWD. In Bermuda and the Cayman Islands, a majority of our institutional and private clients are domestic from a domicile perspective while a majority of our clients in Guernsey are tied to our trust business and are international in nature.

Our Competitive Strengths

Leading Bank in Attractive Markets

          We are a leading bank in Bermuda with a 39% market share in BMD deposits and a 36% market share in BMD loans, respectively, as of December 31, 2015 ( Source: BMA ). In the Cayman Islands, we have a 35% market share in local deposits and a 25% market share in local mortgages

as of December 31, 2015 ( Source: CIMA ). The Bermuda and Cayman Islands banking markets have historically been characterized by a limited number of participants and significant barriers to entry. In addition, these markets provide us with access to several attractive customer bases: in retail banking, we serve local residents and businesses; in corporate banking, we serve captive insurers, hedge funds, middle-market reinsurers, and other corporates; and in wealth management, we serve private trust clients and ultra-high net worth and high net worth individuals and families. Our market share, scale, history, and brand in our Bermuda and Cayman Islands segments have enabled us to achieve our strategic objectives, including lending at attractive margins, attracting low cost, sticky deposits, and growing our wealth management business, all of which have driven our earnings and capital generation.

Efficient Balance Sheet and Visible Earnings

          Our relationship-driven business model and international corporate clientele have allowed us to develop a sticky deposit base with historically low funding costs. We believe our customers' deposit activity has historically been inelastic to deposit pricing given the nature of corporate activity and competition in retail deposit taking in our segments. From 2011 to June 30, 2016, customer deposits have grown at a compound annual growth rate (" CAGR ") of approximately 14% in Bermuda and 12% in the Cayman Islands, taking into account the HSBC Cayman acquisition in November 2014 that added $500 million of new deposits, and the April 2016 acquisition of HSBC's Bermuda trust business and private banking investment management operations that added $1.6 billion of new deposits. As of June 30, 2016, we had $10.1 billion in deposits at a cost of 0.14%, of which 20% were non-interest bearing demand deposits, 63% were interest bearing demand deposits with a weighted-average cost of 0.08%, and 17% were term deposits with a weighted-average cost of 0.52% and an average maturity of 90 days. We believe the market conditions in Bermuda and the Cayman Islands will allow us to continue to benefit from favorable deposit pricing.

          The following chart shows customer deposit trends for 2011 to June 30, 2016:

          Historically, the markets in which we operate generate fewer loans than deposits, which has led us to take a conservative approach to managing our balance sheet. We accomplish this by

maintaining a large cash balance and investing in high quality and liquid securities. The following chart illustrates our asset composition as of June 30, 2016:

          As of June 30, 2016, 24% of our balance sheet was cash and cash equivalents, which included cash and demand deposits with banks, unrestricted term deposits, certificates of deposits, and treasury bills with a maturity less than three months.

          In addition to maintaining a large cash balance, we also have a large securities investment portfolio. We have a disciplined investment portfolio selection process and invest in highly rated securities. We also seek to ensure that our portfolio remains liquid across market cycles: 76% of our portfolio was invested in U.S. government treasuries and mortgage-backed securities issued by US governmental agencies. Our investment strategy aims to align the interest rate risk profile of our assets and liabilities — as of June 30, 2016, the average duration of our investment portfolio was 2.6 years.

          The following charts show the composition of our investment portfolio by rating and asset type as of June 30, 2016:

          The combination of our significant cash and securities portfolios helps drive our capital-efficient balance sheet, with risk-weighted assets equal to 38% of our total assets and a Basel III total capital ratio of 19%, each as of June 30, 2016.

          Our loan underwriting process requires that we complete a full credit assessment of every customer prior to committing to a loan, which we believe has resulted in a high quality loan portfolio. Our lending markets do not have secondary markets for loans and as such we hold all of our originated loans on our balance sheet. In 2015 and the first six months in 2016, net charge-offs represented 0.1% and 0.2%, respectively, of average loans. As of June 30, 2016, our non-accrual loan balance was $68.5 million, or 1.8% of total loans, and 90% of our loans past due were full recourse residential mortgages. As of June 30, 2016, our loan portfolio consisted of 94% floating-rate loans and 6% fixed-rate loans.

          The following chart shows the segment composition of our loan portfolio as of June 30, 2016:

          Our loan portfolio's balance, mix, and yield have exhibited stability over time. The following chart shows loan portfolio trends for 2011 to June 30, 2016:

          The domestic lending markets in Bermuda and the Cayman Islands have a limited number of participants and significant barriers to entry. 61% of our loan balances were residential mortgages as of June 30, 2016. These loans are attractive for a number of reasons: the average yield on new retail residential mortgage originations in the first half of 2016 was 5.57%, which we believe is consistent with other firms that compete in our markets. In addition, our mortgages have exhibited predictable cash flows, with historically negligible refinancing activity due to high costs to refinance in Bermuda and the Cayman Islands. Finally, our mortgages have historically benefited from a

manual underwriting process, low LTVs (68% of residential loans below 70% LTV as of December 31, 2015), and a full recourse system in Bermuda and the Cayman Islands.

          We have also generated balanced sources of non-interest income from a well-diversified customer base. For the five year period ended June 30, 2016, our non-interest income is evenly split between banking which consists of banking and foreign exchange revenue, and wealth management, which consists of trust, asset management, and custody and other administration services. The wealth management non-interest income stream is not directly correlated with the performance of our banking business. For example, the typical trust we manage generates a relatively constant fee stream on an annual basis throughout its life. In addition, because fee revenue in our wealth management business lines is primarily driven by the size of our clients' assets and holdings, which are generally diversified across multiple geographies, the performance of these businesses is not typically linked to the economies of our local markets. Non-interest income represented 37% and 36% of our total Net Revenue in 2015 and first six months in 2016, respectively, and contributed materially to the Company's high Core ROATCE and excess capital generation as limited capital is required for our fee income business.

          The following charts show our various sources of non-interest income for the twelve months ended December 31, 2015 and the six months ended June 30, 2016:

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(1)

Foreign exchange revenue represents income generated from client-driven transactions in the normal course of business. We do not engage in proprietary trading.

Strong Capital Generation and Return

          Since our recapitalization, we have streamlined our business by exiting non-core markets, executing on various operating efficiency initiatives, shifting the risk profile of our loan and securities portfolios, running off our legacy loan and securities portfolios, and deploying our excess capital in the form of dividends and share repurchases. Our return on equity for the first half of 2016 of approximately 16% and our Core ROATCE for the first half of 2016 of approximately 22% were driven by a number of factors, including: significant fee income with historically low capital requirements, low cost deposits, a high yielding loan portfolio, a conservative capital efficient securities portfolio, and our operations in corporate income tax neutral jurisdictions. As a result, our

business generated core net income in the first half of 2016 well in excess of that needed to execute our organic balance sheet growth strategy.

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(1)

Core ROATCE is a non-GAAP financial measure that is calculated by dividing core earnings to common shareholders by average tangible common equity. Average tangible common equity does not include the preference shareholders' equity or goodwill and intangible assets. For more information on the non-GAAP financial measures, see "Selected Consolidated Financial Data — Reconciliation of Non-GAAP Financial Measures."

Earnings Upside Potential

          We expect that, all else being equal, a rising rate environment would increase our net interest income before provision for credit losses because an increase in our cost of deposits would lag an increase in yield of our securities and loans. In addition, a significant portion of our deposits are non-interest bearing (20% as of June 30, 2016), and as a result, a portion of our funding is insensitive to rising rates. Our non-interest bearing deposit balances have historically exhibited low correlation with interest rates, a behavior that we attribute in part to a sizeable client base that utilizes our bank for cash management purposes. Potential changes to our net interest income in hypothetical rising and declining rate scenarios, measured over a 12-month period, are presented in the chart below (these projections assume parallel shifts of the yield curves occurring immediately and no changes in other potential variables):

          A down 100 basis points interest rate shock shows a reduction in projected 12-month net interest income of 7.5% from the flat scenario. The loss of income is driven by lower loan and

investment yields, which more than offset reduced rates paid on deposits. Mitigating against the loss of income is the potential to charge negative interest rates on deposits (which we currently do in some instances) and certain loans that have rate floors.

          In addition, we are well-positioned as an acquirer of certain businesses, primarily in wealth management. Our acquisition strategy seeks to capitalize on opportunities created by international financial institutions that have faced operating issues requiring them to simplify their businesses. We consider a wide range of potential acquisition opportunities, and we have a well-defined, disciplined approach to identifying potential acquisition targets across numerous criteria including: geography, business alignment, size, timing, quality, and financial hurdles. Our recent focus has been primarily on the private trust business where we have expertise, scale and a strong brand.

          In 2014, we completed two acquisitions that allowed us to both expand and complement our existing businesses: In April 2014, we completed the acquisition of Legis Group's Guernsey-based trust and corporate services business. The transaction enhanced the scale of our international trust capabilities and fortified our position as a leading player in Guernsey. In November 2014, we acquired select deposits and loans in the Cayman Islands from HSBC. At close, the transaction added approximately $0.5 billion of customer deposits with an average cost of 0.12%, and $144 million of loans.

          In April 2016, we acquired HSBC's Bermuda trust business and private banking investment management operations. HSBC also entered into an agreement to refer its existing private banking clients to Butterfield. This acquisition added over $18.9 billion of AUA, $1.3 billion of AUM, and $1.6 billion of deposits.

Strong Leadership with Deep Knowledge of Our Domestic and International Markets

          Our management team has extensive and varied experience managing banking and financial services firms. We believe that our management team's reputation and performance track record gives us an advantage in executing our organic growth and acquisition strategies.

Name		Title		Joined Butterfield			Prior Experience		Years of Experience
Michael Collins		Chief Executive Officer			2009		COO of HSBC Bermuda		30
Michael Schrum		Chief Financial Officer			2015		CFO of HSBC Bermuda		21
Daniel Frumkin		Chief Risk Officer			2010		CRO of Retail Banking at RBS		29
Robert Moore		Head of Trust			1997		Senior Manager of International Private Banking with Lloyds		37
Michael Neff		Head of Asset Management			2011		Global Head of Wealth Management at RiskMetrics		28

          In addition to his role as CEO, Michael Collins serves as a member of our Board of Directors. Barclay Simmons, our Non-Executive Chairman since 2015, joined our Board of Directors in 2011 and was named Vice Chairman in 2012. We have seven additional non-executive directors, who bring to the Bank a diverse array of experiences in the financial services industry from across the globe.

Our Strategy

          Butterfield is both a leading banking business in Bermuda and the Cayman Islands and a growing, award-winning, and international wealth management business with operations in

Bermuda, the Cayman Islands, Guernsey, The Bahamas, and Switzerland. Our strategy focuses on maintaining our leading banking position in Bermuda and the Cayman Islands while continuing to grow scale in our wealth management business across our core geographies. The key components of our strategic plan are:

Banking

Leverage our Leading Market Position

          We seek to remain a leading bank in Bermuda and the Cayman Islands in terms of local deposit and lending market share by continuing to provide excellent service, employ a high-quality work force, and offer a competitive product suite to our customers.

Continue to Improve Operating Efficiency

          Our banking business operates in geographies with high operational costs. We carefully manage our cost structure to improve efficiency through the deployment of technology and continuous process improvement. We expect continued investments in core banking systems in Bermuda and the Cayman Islands, upgrades in Guernsey, and expansion of electronic channels in Bermuda and the Cayman Islands to result in improved operational efficiency.

Wealth Management

Leverage Relationships with Key Introducers

          We have over 70 years of experience providing sophisticated trust services and an award-winning brand that was named 2015 "Trust Company of the Year" by STEP. We believe that our reputation and expertise are well-recognized by industry insiders, including the leading international trust law firms. These firms act as a key source of new business for trust services. We plan to leverage our relationships with key introducers to continue to grow our company and build our brand, as well as invest in the further development of our technical expertise and multi-jurisdictional offering. Our recent trust acquisitions have grown the size and reach of our business. As we continue to grow through organic and inorganic means, we believe that our business will increasingly benefit from referrals by key introducers.

Utilize Multi-Jurisdictional Offerings to Attract Client Base

          We seek to take advantage of our presence, seasoned trust officers, and product offerings in key international financial centers in Bermuda, the Cayman Islands, Guernsey, The Bahamas, and Switzerland to attract our target client base. International trust law varies across different jurisdictions, and our multi-jurisdictional presence enables us to cater to a variety of client preferences from a geographical perspective. In recent years, we have experienced increased demand for trust services from our European, Asian, Latin American, and Middle Eastern clients. We view our trust business line as an opportunity for further growth.

Emphasize Strong Client Relationships

          Our primary focus is to build strong client relationships using our knowledge of the local market and combining our banking and wealth management services to meet the financial needs of our customers. We believe our experience in building strong, long-term client relationships in our wealth management business will enable us to retain our existing clients and attract additional trust, private banking, and asset management business from them, as well as receive referrals to potential new clients. Our wealth management business also benefits from the strong relationships we have in our banking business, which sources customers to it.

Expand Revenues from Client Relationships Across Our Wealth Management Services

          We believe that there is an opportunity to increase the revenues generated from client relationships across our wealth management business lines. For example, we seek to create personal banking and wealth management relationships with the professionals for whom we provide corporate banking services. In addition, trust relationships, which are very long lived, can present opportunities for use of other Butterfield services at different stages of a trust's lifecycle or to meet needs of family members outside the trust itself.

          Client relationships from our recent acquisitions represent another area of opportunity to expand Butterfield services and products for high net worth customers and certain corporate and institutional clients. Through the acquisition of HSBC's Bermuda trust business and private banking investment management operations, we migrated 285 new relationships and $1.6 billion of deposits onto our platform.

Improve Operational Efficiency

          We continue to identify areas where we can improve cost efficiency without impacting our quality of client service. Past initiatives have included implementation of one global Trust Administration system across segments, implementation of a new custody system, consolidation of our trading operations, and reduction in our fund administration expenses through consolidation.

Pursue Prudent Acquisitions to Increase Scale

          We intend to continue pursuing acquisitions aligned with existing business operations, in particular to increase the scale of our trust business line. The fragmented nature of the market, with approximately 500 trust companies operating in key international financial centers, and recent sales of subsidiaries by several international financial institutions have created a favorable environment for companies with the resources and expertise to act as effective consolidators. We believe that our management team has developed a rigorous approach for conducting due diligence and efficiently integrating acquired businesses to meet our internal financial hurdles. In addition, we may consider acquiring other wealth management businesses, including private banking businesses. We plan to continue to opportunistically analyze potential acquisitions as a means of capital deployment.

Corporate Information

          Our principal executive offices are located at 65 Front Street, Hamilton, Bermuda and our telephone number is (441) 295-1111. We maintain a website at www.butterfieldgroup.com. Neither this website nor the information on or accessible through this website is included or incorporated in, or is a part of, this prospectus.

Summary Risk Factors

          An investment in the common shares involves a high degree of risk. Any of the factors set forth under "Risk Factors" may limit our ability to successfully execute our business strategy. You should carefully consider all of the information set forth in this prospectus and, in particular, should evaluate the specific factors set forth under "Risk Factors" in deciding whether to invest in the common shares. Among these important risks are the following:

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Adverse economic and market conditions, in particular in Bermuda and the Cayman Islands, have in the past resulted in and could in the future result in lower revenue, lower asset quality, increased provisions and lower earnings.

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Unlike geographically more diversified banks, our business is concentrated primarily in Bermuda and the Cayman Islands, and we may be more affected by a downturn in these markets than more diversified competitors.



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A decline in the residential real estate market, in particular in Bermuda, could increase the risk of loans being impaired and could have an adverse effect on our business, financial condition or results of operations.



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The value of the securities in our investment portfolio may decline in the future.



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Fluctuations in interest rates and inflation may negatively impact our net interest margin and our profitability.



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We depend primarily on deposits to fund our liquidity needs; if we are unable to effectively manage our liquidity across the jurisdictions in which we operate, our business, financial condition or results of operations could be adversely affected.



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We face competition in all aspects of our business, and may not be able to attract and retain wealth management, trust and banking clients at current levels.



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We could fail to attract, retain or motivate highly skilled and qualified personnel, including our senior management, other key employees or members of the Board, which could adversely affect our business;



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Our controls and procedures may fail or be circumvented, which could have an adverse impact on our business, financial condition or results of operations.



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Volatility levels and fluctuations in foreign currency exchange rates may affect our business, financial position and results of operations.



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Our international business model exposes us to different and possibly conflicting regulatory schemes across multiple jurisdictions.



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US withholding tax and information reporting requirements imposed under the Foreign Account Tax Compliance Act may apply.



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Fulfilling public company financial reporting and other regulatory obligations in the United States will be expensive, time-consuming and may strain our resources.



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The recent vote by the UK electorate in favor of a UK exit from the European Union (" EU ") could adversely impact our business, financial condition and results of operations.



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Legal and regulatory changes could have a negative impact on our business, financial condition or results of operations.



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No prior public market exists for the common shares in the United States or elsewhere outside Bermuda, and one may not develop.



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Provisions of Bermuda law and our bye-laws could adversely affect your rights as a holder of the common shares or prevent or delay a change in control.



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Bermuda law differs from the laws in effect in the United States and might afford less protection to shareholders.

THE OFFERING

          The Bank expects to effect the reverse share split of the common shares of ten-to-one prior to the closing of the offering. No fractional common shares will be issued in connection with the reverse share split, and all such fractional interests will be rounded down to the nearest whole number of common shares. Shareholders who would have otherwise held a fractional share of the Bank's common shares as a result of the reverse share split will receive a cash payment in lieu of such fractional common share. Issued and outstanding share options and warrants will be adjusted on the same basis and exercise prices will be adjusted accordingly. All information presented in this prospectus has been adjusted to reflect the reverse share split and, unless otherwise indicated, all such amounts and corresponding common share price and per share price data set forth in this prospectus have been adjusted to give effect to the planned reverse share split.

Common shares offered by the Bank		common shares.
Common shares offered by the selling shareholders		common shares.
Option to purchase additional common shares		The Bank and the selling shareholders have granted the underwriters an option for a period of 30 days after the date of this prospectus to purchase up to an additional         common shares in the aggregate.
Share capital to be issued and outstanding immediately after this offering		common shares (or          common shares if the underwriters exercise their option to purchase additional common shares in full) and         preference shares.
Voting rights		The common shares have one voting right per share. See "Description of Share Capital."
Use of proceeds		We estimate that the net proceeds from the sale of common shares by the Bank will be approximately $          million (or $          million, if the underwriters exercise their option to purchase additional common shares in full), at an assumed initial public offering price of $         per common share, the midpoint of the price range set forth on the cover of this prospectus, after deducting the estimated offering expenses payable by us. We intend to use the net proceeds of this offering for general corporate purposes. See "Use of Proceeds."
		We will not receive any of the proceeds from the sale of common shares by the selling shareholders.
Dividend policy		Following this offering, we intend to pay         cash dividends on the common shares at an initial amount of approximately $         per share.

Listing		The common shares currently trade on the Bermuda Stock Exchange (the " BSX ") under the symbol "NTB.BH." The closing price of the common shares on the BSX on       , 2016 was       .
		The Bank intends to apply to list the common shares on the New York Stock Exchange (" NYSE "), under the symbol "NTB." The Bank will maintain its primary listing of the common shares on the BSX.
Lock-up		The Bank has agreed with the underwriters not to offer, pledge, sell or otherwise dispose of or hedge any of the Bank's common shares, subject to certain exceptions, for the 180-day period following the date of this prospectus, without the prior consent of certain of the underwriters. The members of the Board and senior management and certain of our shareholders have entered into similar lock-up agreements with the underwriters. The representatives of the underwriters may, at any time, release the Bank, such shareholders or any of the members of the Board and senior management from these lock-up restrictions. For more information, see "Underwriting."
Risk Factors		You should read the "Risk Factors" section of this prospectus for a discussion of factors to consider carefully before deciding to invest in the common shares.

          Unless otherwise indicated, all information in this prospectus reflects or assumes the following:

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the ten-to-one reverse share split;



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the issuance of         common shares under our 1997 Stock Option Plan for Employees or 2010 Omnibus Incentive Plan.

          Unless otherwise indicated, all information in this prospectus assumes no exercise by the underwriters of their option to purchase up to an additional         common shares in the aggregate from the Bank or the selling shareholders, and assumes that the common shares to be sold in this offering are sold at         per common share, which is the midpoint of the price range set forth on the cover of this prospectus.