ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On
The Underwriting Agreement contains customary representations, warranties and agreements of the Company, customary conditions to closing, obligations of the parties and termination provisions. The foregoing description is qualified in its entirety by reference to the Underwriting Agreement, a copy of which is attached hereto as Exhibit 1.1 and incorporated herein by reference. The description of the material terms of the Underwriting Agreement and the transaction contemplated thereby is qualified in its entirety by reference to such exhibit.
The Notes were offered pursuant to a prospectus supplement, dated
The Notes were issued pursuant to the Indenture, dated as of
The Notes are unsecured subordinated obligations of the Company. There is no
sinking fund for the Notes. The Notes are subordinated in right of payment to
the payment of the Company's existing and future senior indebtedness, including
all of its general creditors, and they are structurally subordinated to all of
the Company's subsidiaries' existing and future indebtedness and other
obligations. The Notes are obligations of the Company only and are not
obligations of, and are not guaranteed by, any of the Company's subsidiaries.
The Company may also redeem the Notes at any time, including prior to
The foregoing descriptions are qualified in their entirety by reference to the Indenture, the Second Supplemental Indenture and the Notes, the form of which is attached as Exhibit A to the Second Supplemental Indenture. Copies of the Indenture and the Second Supplemental Indenture, including the form of Note attached as Exhibit A to the Second Supplemental Indenture, are attached hereto as Exhibits 4.1 and 4.2, respectively, and are incorporated herein by reference.
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 the fourth and fifth paragraphs of Item 1.01 above and the full text of the Indenture and the Second Supplemental Indenture, which are attached hereto as Exhibits 4.1 and 4.2, respectively, are incorporated by reference into this Item 2.03.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS. (d) Exhibits 1.1 Underwriting Agreement, dated as ofJune 9, 2020 , between the Company andKeefe, Bruyette & Woods, Inc. , as representative of the underwriters named therein 4.1 Indenture, dated as ofMay 8, 2019 , between the Company and the Trustee (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed by the Company onMay 8, 2019 ) 4.2 Second Supplemental Indenture, dated as ofJune 15, 2020 , between the Company and the Trustee 4.3 Form of 5.375% Fixed-to-Floating Rate Subordinated Notes dueJune 15, 2030 (included in Exhibit 4.2) 5.1 Opinion ofHolland & Knight LLP 23.1 Consent ofHolland & Knight LLP (included in Exhibit 5.1) 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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