• SEC Filings

RBB BANCORP (NASDAQ: RBB) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01

Entry into a Definitive Material Agreement

On November29, 2018, RBB Bancorp (the “Company”) entered into a Subordinated Note Purchase Agreement (the “Purchase Agreement”) with certain qualified institutional buyers and accredited investors (the “Purchasers”) to which the Company sold and issued $55.0 million in aggregate principal amount of 6.18% Fixed-to-Floating Rate Subordinated Notes due December 1, 2028 (the “Notes”). The Notes were offered and sold by the Company to eligible purchasers in a private offering in reliance on the exemption from the registration requirements of Section4(a)(2)of the Securities Act of 1933, as amended (the “Securities Act”) and the provisions of Regulation D promulgated thereunder (the “Private Placement”). The Company intends to use the net proceeds of the offering, which are anticipated to be $53.4 million after deducting estimated expenses, for general corporate purposes, including providing capital to the Company’s wholly-owned subsidiary, Royal Business Bank, and maintaining adequate liquidity at the Company.

The Notes have a ten-year term and, from and including the date of issuance but excluding December 1, 2023, will bear interest at a fixed annual rate of 6.18%, payable semi-annually, for the first five years of the term (the “Fixed Interest Rate Period”). From and including December 1, 2023 through but excluding the maturity date or earlier redemption date, the interest rate will adjust to a floating rate equal to LIBOR for the applicable interest period plus 315 basis points (the “Floating Interest Rate Period”) payable quarterly. The Notes are redeemable, in whole or in part, on or after December 1, 2023 and at any time upon the occurrence of certain events. 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.

On November29, 2018, in connection with the sale and issuance of the Notes, the Company 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 Notes”). 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 Notes were issued under an Indenture, dated November 29, 2018 (the “Indenture”), by and between the Company and UMB Bank, N.A., as trustee. The Notes are not subject to any sinking fund and are not convertible into or, other than with respect to the Exchange Notes, exchangeable for any other securities or assets of the Company or any of its subsidiaries. The Notes are not subject to redemption at the option of the holder. The Notes are unsecured, subordinated obligations of the Company only and are not obligations of, and are not guaranteed by, any subsidiary of the Company. The Notes rank junior in right to payment to the Company’s current and future senior indebtedness. The Notes are intended to qualify as Tier 2 capital for regulatory capital purposes for the Company.

The form of Purchase Agreement, form of Registration Rights Agreement, Indenture and form of Note are attached as Exhibits10.1, 10.2, 4.1 and 4.2, respectively, to this Current Report on Form8-K and are incorporated herein by reference. The foregoing descriptions of the Purchase Agreement, Registration Rights Agreement, Indenture and Notes are summaries and are qualified in their entirety by reference to the relevant Exhibits to this Current Report on Form 8-K.

The information set forth under Item 1.01 above and the full text of the Indenture and form of Note, which are attached hereto as Exhibits 4.1 and 4.2, respectively, are incorporated by reference into this Item 2.03.

On November 29, 2018, the Company issued a press release announcing the completion of the Private Placement. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.

Information contained in this Item 7.01, including Exhibit 99.1 to this Current Report on Form 8-K, shall not be deemed filed for the purposes of the Securities Exchange Act of 1934, as amended, nor shall such information and Exhibit be deemed incorporated by reference in any filing under the Securities Act, except as shall be expressly set forth by specific reference in such a filing.

In connection with the Private Placement described in Item 1.01 above, the Company disclosed the following pro forma consolidated capital ratios as of September30, 2018, after giving effect to the Company’s acquisition of First American International Corp., which was effective as of October 15, 2018, and to the Private Placement:

RBB Bancorp Exhibit
EX-4.1 2 rbb-ex41_273.htm EX-4.1 rbb-ex41_273.htm Exhibit 4.1 RBB BANCORP As Issuer,…
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