Item 1.01 Entry Into a Material Definitive Agreement OnFebruary 24, 2022 ,Axos Financial, Inc. (the "Company") completed its previously announced sale of$150,000,000 aggregate principal amount of the Company's 4.00% Fixed-to-Floating Rate Subordinated Notes due 2032 (the "Notes") toKeefe, Bruyette & Woods, Inc. , as representative of the underwriters named in an underwriting agreement datedFebruary 16, 2022 , by and between the Company and the underwriters. The Notes were issued pursuant to the Indenture, dated as ofFebruary 24, 2022 (the "Base Indenture"), between the Company andU.S. Bank Trust Company, National Association , as trustee (the "Trustee"), as supplemented by the First Supplemental Indenture, dated as ofFebruary 24, 2022 (the "Supplemental Indenture" and, together with the Base Indenture, the "Indenture"), between the Company and the Trustee. From and includingFebruary 24, 2022 to, but excludingMarch 1, 2027 , or the date of earlier redemption, the Notes will accrue interest at a fixed rate per annum equal to 4.00%, payable semi-annually in arrears onMarch 1 andSeptember 1 of each year, commencing onSeptember 1, 2022 . From and includingMarch 1, 2027 , to, but excluding,March 1, 2032 or the date of earlier redemption, (the "floating rate period"), the Notes will accrue interest at a floating rate per annum equal to the benchmark rate, which is the then-current Three-Month Term SOFR (as defined in the Indenture)), plus a spread of 227 basis points for each quarterly interest period during the floating rate period, payable quarterly in arrears onMarch 1 ,June 1 ,September 1 andDecember 1 of each year, commencing onJune 1, 2027 ; provided, however, that if the benchmark rate is less than zero, the benchmark rate will be deemed to be zero.
The Notes will mature on
The Notes are unsecured, subordinated and rank junior in right of payment and upon the Company's liquidation to the Company's existing and all of the Company's future Senior Indebtedness (as defined in the Indenture). The Notes may be redeemed onMarch 1, 2027 , and on any interest payment date thereafter, in whole or in part, from time to time, and may be redeemed any time upon the occurrence of certain events, in each case at a redemption price equal to 100% of the principal amount of the Notes being redeemed, plus accrued and unpaid interest to, but excluding, the redemption date, subject to certain conditions described in the Indenture.
The foregoing descriptions of the Base Indenture, Supplemental Indenture and Notes are each qualified in their entirety by reference to the full text thereof, copies of which are attached hereto as Exhibits 4.1, 4.2 and 4.3, respectively, and are incorporated herein by reference.
Item 2.03. Creation of a Direct Financial Obligation of a Registrant
The information contained in (or incorporated by reference into) Item 1.01 is incorporated into this Item 2.03 by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit Description Indenture, dated as ofFebruary 24, 2022 , betweenAxos Financial, Inc. and 4.1U.S. Bank Trust Company, National Association , as
trustee
First Supplemental Indenture, dated as of
Financial, Inc. andU.S. Bank Trust Company, National Association , as 4.2 trustee. Form of Global Note to represent the 4.00%
Fixed-to-Floating Rate
Subordinated Notes due 2032 of Axos Financial, Inc. (included in Exhibit 4.2 as 4.3 Exhibit A). Opinion of S heppard , Mullin , Richter & Hampton 5.1 LLP . Consent of Sheppard , Mullin , Richter & Hampton (included in 23.1 Exhibit 5.1). 104 Cover Page Interactive Data File (embedded within
the Inline XBRL document)
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