Item 1.01. Entry into a Material Definitive Agreement.
On January 21, 2022, Eagle Bancorp Montana, Inc. (the "Company") entered into a
Subordinated Note Purchase Agreement (the "Purchase Agreement") with certain
institutional accredited investors and qualified institutional buyers (the
"Purchasers") pursuant to which the Company sold and issued $40.0 million in
aggregate principal amount of its 3.50% fixed-to-floating rate subordinated
notes due 2032 (the "Notes"). The Notes were issued by the Company to the
Purchasers at a price equal to 100% of their face amount. The Company intends
to use the net proceeds it received from the sale of the Notes for general
corporate purposes, including without limitation, providing capital to support
its acquisition of First Community Bancorp, Inc. and the payment of outstanding
senior notes. The Purchase Agreement contains certain customary
representations, warranties and covenants made by the Company, on the one hand,
and the Purchasers, severally and not jointly, on the other hand.
The Notes were issued under an Indenture, dated January 21, 2022 (the
"Indenture"), by and between the Company and U.S. Bank National Association, as
trustee (the "Trustee"). The Notes are not subject to any sinking fund and are
not convertible into or exchangeable, other than pursuant to the Exchange Offer
(as defined below), for any other securities or assets of the Company or any of
its subsidiaries.
The Notes have a stated maturity of February 1, 2032, are redeemable by the
Company at its option, in whole or in part, on or after February 1, 2027, and in
whole but not in part, at any time upon the occurrences of certain events.
Prior to February 1, 2027, the Company may redeem the Notes, in whole but not in
part, only under certain limited circumstances set forth in the Indenture. On
or after February 1, 2027, the Company may redeem the Notes, in whole or in
part, at its option, on any interest payment date. Any redemption by the
Company would be at a redemption price equal to 100% of the principal amount of
the Notes being redeemed, together with any accrued and unpaid interest on the
Notes being redeemed to but excluding the date of redemption. The Notes are not
subject to redemption at the option of the holder.
The Notes will bear interest at a fixed rate of 3.50% per year, from and
including January 21, 2022 to, but excluding, February 1, 2027. From and
including February 1, 2027 to, but excluding the maturity date or early
redemption date, the interest rate will reset quarterly at a variable rate equal
to the then current three-month term SOFR (as defined in the Indenture) plus 218
basis points. As provided in the Notes, the interest rate on the Notes during
the applicable floating rate period may be determined based on a rate other than
three-month term SOFR.
Principal and interest on the Notes are subject to acceleration only in limited
circumstances. The Notes are unsecured, subordinated obligations of the
Company, are not obligations of, and are not guaranteed by, any subsidiary of
the Company, and rank junior in right of payment to the Company's current and
future senior indebtedness. The Notes are intended to qualify as Tier 2 capital
of the Company for regulatory capital purposes.
The Notes were offered and sold by the Company in a private placement
transaction in reliance on exemptions from the registration requirements of the
Securities Act of 1933, as amended (the "Securities Act"), pursuant to Section
4(a)(2) of the Securities Act and Rule 506(b) of Regulation D promulgated
thereunder. On January 21, 2022, in connection with the sale and issuance of
the Notes and the entry into the Purchase Agreement with the Purchasers, the
Company also entered into a Registration Rights Agreement (the "Registration
Rights Agreement") with the Purchasers. Under the terms of the Registration
Rights Agreement, the Company has agreed to take certain actions to provide for
the exchange of the Notes for subordinated notes that are registered under the
Securities Act and have substantially the same terms as the Notes (the "Exchange
Offer"). Under certain circumstances, if the Company fails to meet its
obligations under the Registration Rights Agreement, it would be required to pay
additional interest to the holders of the Notes.
The form of Purchase Agreement, the form of Registration Rights Agreement, the
Indenture and the form of Note are attached as Exhibits 10.1, 10.2, 4.1 and 4.2,
respectively, to this Current Report on Form 8-K and are incorporated herein by
reference. The foregoing descriptions of the Purchase Agreement, the
Registration Rights Agreement, the Indenture and the Notes are summaries and are
qualified in their entirety by reference to the full text of such documents.
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.
Item 7.01. Regulation FD Disclosure.
On January 21, 2022, the Company issued a press release announcing the
completion of the offering of the Notes, a copy of which is furnished herewith
as Exhibit 99.1.
In connection with the offering of the Notes, the Company delivered an investor
presentation to potential investors on a confidential basis, a copy of which is
furnished herewith as Exhibit 99.2.
The information contained in this Item 7.01 and Exhibits 99.1 and 99.2. 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 will such information be deemed
incorporated by reference in any filing under the Securities Act or the Exchange
Act, except as may be expressly set forth by specific reference in such filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
4.1 Indenture dated January 21, 2022, by and between Eagle Bancorp
Montana, Inc. and U.S. Bank National Association, as trustee.
4.2 Forms of 3.50% Fixed-to-Floating Rate Subordinated Note due 2032
(included as Exhibit A-1 and Exhibit A-2 to the Indenture filed as Exhibit 4.1
hereto).
10.1 Form of Subordinated Note Purchase Agreement dated January 21,
2022, by and among Eagle Bancorp Montana, Inc. and the Purchasers.
10.2 Form of Registration Rights Agreement dated January 21, 2022, by
and among Eagle Bancorp Montana, Inc. and the Purchasers.
99.1 Press Release of Eagle Bancorp Montana, Inc. dated January 24,
2022.
99.2 Investor Presentation of Eagle Bancorp Montana, Inc.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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