Item 1.01 Entry into a Material Definitive Agreement.
On
The Company intends to use the net proceeds from the issuance and sale of the
Notes for redemption of existing debt and general corporate purposes. The Notes
are intended to qualify at the holding company level as Tier 2 capital under the
capital guidelines of the
The Notes, which mature on
The foregoing description of the Agreements and the Notes does not purport to be complete and is qualified in its entirety by reference to the form of the Agreements and the form of Notes, which are filed as Exhibits 10.1 and 4.1, respectively, to this Current Report on Form 8-K and are incorporated into this Item 1.01 by reference.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
The discussion under Item 1.01 is incorporated by reference into this Item 2.03 of this Current Report on Form 8-K.
Item 7.01 Regulation FD Disclosure.
Attached hereto as Exhibit 99.1 and incorporated by reference herein into this Item 7.01 is an investor presentation that the Company delivered to potential investors on a confidential basis. As provided in General Instruction B.2 to Form 8-K, the information furnished in Item 7.01 and Exhibit 99.1 of this Current Report on Form 8-K shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, and such information shall not be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits: 4.1 Form of 3.75% Fixed-to-Floating Subordinated Note due 2031 of AmeriServ
herein by reference). 10.1 Form of Subordinated Note Purchase Agreement, dated as ofAugust 26, 2021 , by and betweenAmeriServ Financial, Inc. and several Purchasers. 99.1 Investor Presentation. 99.2 Press release, datedAugust 26, 2021 . 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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