Item 1.01 Entry into a Material Definitive Agreement.
On
The Notes bear interest at a fixed annual rate of 8.50%, payable semi-annually
in arrears on
If certain events of default occur, such as the bankruptcy of the Company, the holder of a Note may declare the principal amount of the Note to be due and immediately payable. Except under such limited circumstances, there is no right of acceleration in the case of a default under the Purchase Agreement or the Notes. The Notes are unsecured obligations subordinate and junior in right of payment to all of the Company's existing and future senior indebtedness, whether secured or unsecured, including claims of depositors and general creditors, and rank equally in right of payment with any unsecured, subordinated indebtedness that is existing or the Company may incur in the future that rank equally with the Notes.
The Company expects to use the net proceeds from the sale of the Notes for general corporate purposes.
The Notes were offered and sold in reliance on the exemptions from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended, and Rule 506(b) of Regulation D promulgated thereunder. Accordingly, the Notes were offered and sold exclusively to persons who are "qualified institutional buyers," as such term is defined in Rule 144A.
PNC FIG Advisory, part ofPNC Capital Markets LLC , served as
exclusive placement agent for the offering and sale of the Notes.
The foregoing descriptions of the Purchase Agreement and the Notes do not purport to be complete and are qualified in their entirety by reference to the forms of the Purchase Agreement and the Notes which are attached hereto as Exhibits 10.1 and 4.1, respectively, and are 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 under Item 1.01 above is incorporated by reference into this Item 2.03.
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Item 8.01 Other Events.
On
Item 9.01 Financial Statements and Exhibits
(a) Not applicable. (b) Not applicable. (c) Not applicable. (d) Exhibits. Exhibit No. Description 4.1 Form of Subordinated Note 10.1 Form of Subordinated Note Purchase Agreement * 99.1 Press release datedMarch 2, 2023 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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* Exhibits have been omitted pursuant to Item 601(a)(5) of Registration S-K but the Company will provide them to the Securities and Exchange
Commission upon request. 3
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