Item 8.01 Other Events.
On December 3, 2020, WSFS Financial Corporation, a Delaware corporation (the
"Company"), entered into an underwriting agreement with Piper Sandler & Co., as
representative of the several underwriters named therein (the "Underwriting
Agreement"), for the issuance and sale by the Company of $150 million aggregate
principal amount of its 2.75% Fixed-to-Floating Rate Senior Notes due 2030 (the
"Notes"). The Company estimates the net proceeds from the sale of the Notes,
after deducting discounts and commissions and estimated offering expenses
payable by the Company, will be approximately $147,923,135. The Company intends
to use the net proceeds for general corporate purposes including, but not
limited to, financing organic growth, acquisitions, repurchases of common stock,
and redemption of outstanding indebtedness. The Company registered the offering
and sale of the Notes under the Securities Act of 1933, as amended, pursuant to
the Company's shelf registration statement on Form S-3 (File No. 333-235572),
which was filed with the Securities and Exchange Commission (the "SEC") on
December 18, 2019 (the "Registration Statement"). The Underwriting Agreement
contains customary representations, warranties and agreements of the Company,
and customary conditions to closing, obligations of the parties and termination
provisions.
The offering of the Notes closed on December 8, 2020. The Notes were issued
pursuant to the Indenture, dated as of August 27, 2012 (as amended and
supplemented from time to time, the "Base Indenture"), between the Company and
U.S. Bank National Association, as trustee (the "Trustee"), as amended and
supplemented by the Third Supplemental Indenture, dated as of December 8, 2020,
between the Company and the Trustee (the "Third Supplemental Indenture" and
together with the Base Indenture, the "Indenture"). The terms of the Notes are
set forth in the Indenture.
The Notes will bear interest from and including December 8, 2020 to but
excluding December 15, 2025, at a fixed rate of 2.75% per annum, payable
semi-annually in arrears on June 15 and December 15 of each year, commencing on
June 15, 2021. From and including December 15, 2025 to but excluding the
maturity date or earlier redemption date, the interest rate will reset quarterly
at an annual floating rate equal to a benchmark rate (which is expected to be
Three-Month Term SOFR (as defined in the Notes)) plus 248.5 basis points,
payable quarterly in arrears on March 15, June 15, September 15 and December 15
of each year, commencing on March 15, 2026. Notwithstanding the foregoing, if
the benchmark is less than zero, the benchmark rate shall be deemed to be zero.
The Notes are redeemable beginning on December 15, 2025, and on any interest
payment date thereafter, at a redemption price equal to 100% of the principal
amount of the Notes to be redeemed plus accrued and unpaid interest to, but
excluding, the date of redemption.
On December 4, 2020, the Company issued a press release announcing the pricing
of its offering of the Notes, which is filed as Exhibit 99.1 to this Current
Report on Form 8-K.
In connection with the issuance of the Notes, the opinion of Covington & Burling
LLP with respect to the validity of the Notes is being filed as Exhibit 5.1 to
this Current Report on Form 8-K.
The foregoing summaries of the Underwriting Agreement, the Base Indenture, the
Third Supplemental Indenture and the form of the Notes are not complete and are
each qualified in their entirety by reference to the complete text of the
respective documents, each of which is attached hereto as an exhibit and is
incorporated herein by reference in its entirety.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Number Description
1.1 Underwriting Agreement, dated December 3, 2020, between WSFS Financial
Corporation and Piper Sandler & Co., as representative of the
underwriters named therein
4.1 Senior Debt Indenture, dated as of August 27, 2012, between WSFS
Financial Corporation and U.S. Bank National Association, as trustee
(incorporated by reference to Exhibit 4.1 to WSFS Financial
Corporation's Registration Statement on Form 8-A filed with the SEC on
August 27, 2012, File No. 001-35638).
4.2 Third Supplemental Indenture, dated as of December 8, 2020, between
WSFS Financial Corporation and U.S. Bank National Association, as
trustee
4.3 Form of 2.75% Fixed-to-Floating Rate Senior Notes due 2030 (included
as Exhibit A to Exhibit 4.2)
5.1 Opinion of Covington & Burling LLP, as to the validity of the Notes
23.1 Consent of Covington & Burling LLP (contained in Exhibit 5.1 hereto)
99.1 Press Release, dated December 4, 2020
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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