Item 1.01. Entry into a Material Definitive Agreement.
On
The Notes have a stated maturity of
The Purchase Agreement contains customary representations, warranties and covenants made by the Corporation, on the one hand, and the Purchasers, severally and not jointly, on the other hand. The Notes were offered and sold by the Corporation to eligible purchasers in a private offering in reliance on the exemption from the registration requirements of Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act"), and the provisions of Rule 506 of Regulation D thereunder.
The payment of the principal on the Notes may only be accelerated upon the occurrence of certain bankruptcy or receivership related events relating to the Corporation or a major subsidiary depository institution of the Corporation, in which case, the principal of all of the Notes shall become due and payable.
The Corporation expects to use the net proceeds of the offering for general
corporate purposes, which may include the planned redemption of the
Corporation's existing
The Purchase Agreement is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference. The description herein of the Purchase Agreement is a summary and is qualified in its entirety by reference to the form of the Purchase Agreement.
The foregoing description of the Notes does not purport to be complete and is qualified in its entirety by reference to the form of Subordinated Note which is attached as Exhibit 4.1 hereto and is 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 in Item 1.01 above is incorporated by reference into this Item 2.03.
Item 7.01. Regulation FD.
In connection with the offering of the Notes, the Corporation delivered an investor presentation to potential investors on a confidential basis, a copy of which is furnished herewith as Exhibit 99.1.
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The information contained in this Item 7.01, including Exhibit 99.1 attached hereto, 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 shall such information or exhibit be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act, except as may be expressly set forth by specific reference in such filing.
Item 8.01. Other Events.
In connection with the closing of the offering of the Notes, the Corporation
issued a press release on
Item 9.01. Financial Statements and Exhibits
(d) Exhibits Exhibit Number Description 4.1 Form of 3.25% Fixed-to-Floating Rate Subordinated Note due 2031 (included as Exhibit A to the Purchase Agreement filed as Exhibit 10.1 hereto) 10.1 Form of Subordinated Note Purchase Agreement, datedJune 3, 2021 , by and amongCNB Financial Corporation and the Purchasers identified therein 99.1 Investor Presentation, datedMay 2021 99.2 Press Release ofCNB Financial Corporation , datedJune 3, 2021 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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