Item 1.01. Entry into a Material Definitive Agreement.
On
The Notes have a stated maturity of
The Notes will bear interest at a fixed rate of 7.00% per year, from and
including
Principal and interest on the Notes are subject to acceleration only in limited circumstances. The Notes are unsecured, subordinated obligations of the Company, are not obligations of, and are not guaranteed by, any subsidiary of the Company, and rank junior in right of payment to the Company's current and future senior indebtedness. The Notes are intended to qualify as Tier 2 capital of the Company for regulatory capital purposes.
The Notes were offered and sold by the Company in a private placement
transaction in reliance on exemptions from the registration requirements of the
Securities Act of 1933, as amended (the "Securities Act"), pursuant to
Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D
thereunder. On
The Notes were issued under an Indenture, dated
The form of Purchase Agreement, the form of Registration Rights Agreement, the Indenture and the form of Note are attached as Exhibits 10.1, 10.2, 4.1 and 4.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference. The foregoing descriptions of the Purchase Agreement, the Registration Rights Agreement, the Indenture and the Notes are summaries and are qualified in their entirety by reference to the full text of such documents.
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Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
The information set forth under Item 1.01 above is incorporated by reference into this Item 2.03.
Item 7.01. Regulation FD Disclosure.
On
In connection with the offering of the Notes, the Company delivered an investor presentation to potential investors on a confidential basis, a copy of which is furnished herewith as Exhibit 99.2.
The information contained in this Item 7.01 and Exhibits 99.1 and 99.2 shall not be deemed to be "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of such section, nor will such information be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as may be expressly set forth by specific reference in such filing.
Cautionary Note Regarding Forward-Looking Statements
This Report includes "forward-looking statements" within the meanings of the
Private Securities Litigation Reform Act of 1995, Section 27A of the Securities
Act, and Section 21E of the Exchange Act, including but not limited to
statements about the anticipated use of net proceeds from the offering, the
Exchange Offer and other matters. Forward-looking statements are subject to
known and unknown risks and uncertainties, many of which may be beyond the
Company's control. The Company cautions you that the forward-looking statements
presented in this Report are not a guarantee of future events, and that actual
events may differ materially from those made in or suggested by the
forward-looking information contained in this Report. Forward-looking statements
generally can be identified by the use of forward-looking terminology such as
"may," "plan," "seek," "will," "expect," "intend," "estimate," "anticipate,"
"believe" or "continue" or the negative thereof or variations thereon or similar
terminology. Factors that may cause actual results to differ materially from
those made or suggested by the forward-looking statements contained in this
Report include those identified in the Company's most recent annual report on
Form 10-K and subsequent filings with the
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits 4.1 Indenture, datedJune 30, 2020 , by and betweenCounty Bancorp, Inc. andU.S. Bank National Association , as trustee. 4.2 Forms of 7.00% Fixed-to-Floating Rate Subordinated Note due 2030 (included as Exhibit A-1 and Exhibit A-2 to the Indenture filed as Exhibit 4.1 hereto). 10.1 Form of Subordinated Note Purchase Agreement, datedJune 30, 2020 , by and amongCounty Bancorp, Inc. and the Purchasers. 10.2 Form of Registration Rights Agreement, datedJune 30, 2020 , by and amongCounty Bancorp, Inc. and the Purchasers. 99.1 Press Release ofCounty Bancorp, Inc. , datedJune 30, 2020 . 99.2 Investor Presentation ofCounty Bancorp, Inc.
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