Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an

Off-Balance Sheet Arrangement of a Registrant.

The disclosures below under Item 8.01 of this Current Report on Form 8-K are also responsive to Item 2.03 of this Current Report on Form 8-K and are hereby incorporated by reference into this Item 2.03.

Item 8.01 Other Events

Pursuant to the previously announced offering of $100.0 million aggregate principal amount of 5.000% Fixed-to-Floating Rate Subordinated Notes due 2030 (the "Notes") to be issued by Univest Financial Corporation (the "Company"), the Company and U.S. Bank National Association, as trustee entered into an Indenture dated as of August 5, 2020 (the "Base Indenture") and a First Supplemental Indenture dated as of August 5, 2020 to the Base Indenture (the "Supplemental Indenture" and, together with the Base Indenture, the "Indenture"), providing for the issuance of the Notes.

The Notes initially shall bear interest at an initial rate of 5.000% per annum, payable semi-annually in arrears on February 15 and August 15 of each year, commencing on February 15, 2021. The last interest payment date for the fixed rate period will be August 15, 2025. From and including August 15, 2025 to, but excluding, August 15, 2030 or the date of earlier redemption, the Notes will bear interest at a floating rate per annum equal to the Benchmark rate (which is expected to be Three-Month Term SOFR), each as defined in and subject to the provisions of the Indenture, plus 495.2 basis points, payable quarterly in arrears on February 15, May 15, August 15 and November 15 of each year, commencing on November 15, 2025. Notwithstanding the foregoing, if the Benchmark rate is less than zero, the Benchmark rate shall be deemed to be zero.

The Company may redeem the Notes at such times and at the redemption prices as provided for in the Indenture.

The Base Indenture and the Supplemental Indenture (including the form of Notes) are filed as Exhibits 4.1 and 4.2 to this Current Report on Form 8-K, respectively, and are incorporated herein by reference.

The above-mentioned offering was made pursuant to an effective shelf registration statement on Form S-3 (File No. 333-221508) filed by the Company. A copy of the opinion of Luse Gorman, PC relating to the legality of the Notes is filed as Exhibit 5.1 to this Current Report on Form 8-K.

Item 9.01. Financial Statements and Exhibits.






Exhibit
  No.                                    Description

 4.1          Indenture, dated August 5, 2020, between Univest Financial
            Corporation and U.S. Bank National Association, as trustee.

 4.2          First Supplemental Indenture, August 5, 2020, between Univest
            Financial Corporation and U.S. Bank National Association, as
            trustee.

 4.3          Form of 5.000% Fixed-to-Floating Rate Subordinated Notes due 2030
            (included in Exhibit 4.2).

 5.1          Opinion of Luse Gorman, PC.

23.1          Consent of Luse Gorman, PC (included in Exhibit 5.1).

104         The cover page from the Company's Form 8-K, formatted in Inline XBRL.

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