Item 1.01 Entry into a Material Definitive Agreement.
On
The Notes have a stated maturity of
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
Principal and interest on the Notes are subject to acceleration only in limited circumstances in the case of certain bankruptcy and insolvency-related events with respect to the Company. 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 forms of the Purchase Agreement, Registration Rights Agreement, the Indenture and the Note are attached as Exhibits 10.1, 10.2, 4.1 and 4.2, respectively, to this Current Report on Form 8-K (the "Report") and are incorporated herein by reference. The foregoing descriptions of the Purchase Agreement, the
2
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.
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
The information furnished pursuant to Item 7.01 of this Report, and the related exhibit, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or incorporated by reference in any filing under the Securities Act of 1933, as amended, 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 10K and subsequent filings with the
3 Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description 4.1 Indenture, datedJune 19, 2020 , by and betweenBridgewater Bancshares, Inc. andU.S. Bank National Association , as trustee. 4.2 Forms of 5.25% Fixed-to-Floating Rate Subordinated Note dueJuly 1, 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 19, 2020 , by and amongBridgewater Bancshares, Inc. and the Purchasers. 10.2 Form of Registration Rights Agreement, datedJune 19, 2020 , by and amongBridgewater Bancshares, Inc. and the Purchasers. 99.1 Press Release ofBridgewater Bancshares, Inc. , datedJune 19, 2020 . 4
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