Item 3.03. Material Modifications to Rights of Security Holders.
On
The Series A Preferred Stock ranks, with respect to the payment of dividends and distributions upon liquidation, dissolution or winding-up, (1) senior to the Company's common stock and each other class or series of preferred stock the Company may issue in the future the terms of which do not expressly provide that it ranks on a parity with or senior to the Series A Preferred Stock as to dividend rights and rights on liquidation, winding-up and dissolution of the Company (collectively, "junior securities"), (2) on a parity with each class or series of preferred stock the Company may issue in the future the terms of which expressly provide that such class or series will rank on a parity with the Series A Preferred Stock as to dividend rights and rights on liquidation, winding-up and dissolution of the Company (collectively, "parity securities"), and (3) junior to all existing and future indebtedness and other liabilities and any class or series of preferred stock that expressly provides in the statement with respect to shares creating such preferred stock that such series ranks senior to the Series A Preferred Stock (subject to any requisite consents prior to issuance).
Under the terms of the Series A Preferred Stock, with certain limited exceptions, if the Company's board of directors has not authorized, and the Company has not declared and paid or set aside for payment, dividends on the Series A Preferred Stock for the most recently completed dividend period, it may not declare or pay dividends on, or redeem, purchase or acquire, its common stock or other junior securities during the next succeeding dividend period.
The foregoing description of the terms of the Series A Preferred Stock is qualified in its entirety by reference to the full text of the Statement with Respect to Shares, which is included as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated by reference herein.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
On
Dividends on the Series A Preferred Stock will be payable when, as and if
authorized and declared by the Company's board of directors or a duly authorized
committee thereof out of legally available funds. From the issue date, dividends
on the Series A Preferred Stock will accrue on a non-cumulative basis at a rate
of 7.125% per annum on the liquidation preference of
In the event that the Company voluntarily or involuntarily liquidates, dissolves
or winds up, the holders of the Series A Preferred Stock at the time outstanding
will be entitled to receive liquidating distributions in the amount of
--------------------------------------------------------------------------------
stockholders, before any distribution of assets is made to the holders of the Company's common stock or any other junior securities. After payment of the full amount of such liquidating distributions, the holders of the Series A Preferred Stock will not be entitled to any further participation in any distribution of assets by the Company and will have no right or claim to any of the Company's remaining assets. In the event that the Company's assets available for distribution to stockholders upon any liquidation, dissolution or winding-up of the Company's affairs, whether voluntary or involuntary, are insufficient to pay in full the amounts payable with respect to all outstanding shares of the Series A Preferred Stock and the corresponding amounts payable on any parity securities, the holders of the Series A Preferred Stock and the holders of such other parity securities will share ratably in any distribution of the Company's assets in proportion to the full respective liquidating distributions to which they would otherwise be respectively entitled.
The Series A Preferred Stock does not have a maturity date, and the Company is
not required to redeem the Series A Preferred Stock. Accordingly, the Series A
Preferred Stock and related Depositary Shares will remain outstanding
indefinitely, unless and until the Company decides to redeem it pursuant to the
terms of the Statement with Respect to Shares. The Company may redeem the Series
A Preferred Stock at its option, (i) in whole or in part, from time to time, on
any dividend payment date on or after
Holders of the Series A Preferred Stock will have no voting rights, except as
may otherwise be required by applicable
The foregoing description of the terms of the Series A Preferred Stock is qualified in its entirety by reference to the full text of the Statement with Respect to Shares, which is included as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated by reference herein.
Item 8.01. Other Events.
On
--------------------------------------------------------------------------------
Item 9.01. Financial Statements and Exhibits
(d) Exhibits Exhibit Number Description 1.1 Underwriting Agreement, dated as ofAugust 20, 2020 , betweenCNB Financial Corporation andJanney Montgomery Scott LLC , as representative of the several underwriters listed on Schedule A thereto 3.1 Statement with Respect to Shares of 7.125% Series A Fixed-Rate Non-Cumulative Perpetual Preferred Stock, effective as ofAugust 25, 2020 4.1 Form of Certificate representing the 7.125% Series A Fixed-Rated Non-Cumulative Perpetual Preferred Stock 4.2 Deposit Agreement, datedAugust 25, 2020 , amongCNB Financial Corporation ,American Stock Transfer & Trust Company, LLC , and the holders from time to time of the depositary receipts described therein 4.3 Form of Depositary Receipt representing the Depositary Shares (included as Exhibit A to Exhibit 4.2 of this Current Report on Form 8-K) 5.1 Opinion ofHogan Lovells US LLP 23.1 Consent ofHogan Lovells US LLP (included in Exhibit 5.1 of this Current Report on Form 8-K) 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
--------------------------------------------------------------------------------
© Edgar Online, source