CITIZENS COMMUNITY BANCORP, INC. (NASDAQ:CZWI) Files An 8-K Entry into a Material Definitive Agreement
Item1.01 Entry into a Material Definitive Agreement.
Note Purchase Agreement
On May30, 2017, Citizens Community Bancorp, Inc. a Maryland
corporation (the Company) entered into a Subordinated Note
Purchase Agreement (Note Purchase Agreement) with EJF Debt
Opportunities Master Fund, LP (the Purchaser), to which the
Purchaser agreed to purchase 6.75% fixed-to-floating subordinated
notes in the aggregate principal amount of $15million (the
Notes). The Note Purchase Agreement provides for funding on a
date no earlier than July1, 2017 and no later than July31, 2017,
subject to certain customary conditions. The Notes will provide
for a maturity date to occur ten years from the date of issuance.
The Notes will provide for an annual interest rate for the first
five years following issuance of the Notes (the Fixed Interest
Period) of 6.75%, subject to adjustment at funding if, and, to
the extent that, the 10-Year Treasury Constant Maturity Index
exceeds 2.5% on the business day immediately preceding funding,
as quoted by the Federal Reserve Board in Federal Reserve
Statistical Release H.15 (519). After the Fixed Interest Period
and through maturity (the Floating Interest Period), the interest
rate will be reset quarterly, to equal the three-month London
interbank offered rate (LIBOR) plus 490 basis points. Interest on
the Notes will be payable quarterly in arrears on
March31,June30,September30 and December31 of each year through
the maturity date.
The Notes are expected to qualify as Tier2 capital for regulatory
capital purposes, subject to applicable limitations. The Note
Purchase Agreement provides that the Notes may not be redeemed by
the Company prior to the fifth anniversary of the effective date
of the Notes, with certain limited exceptions.
The Note Purchase Agreement contains customary representations,
warranties and covenants by each of the parties.
Second Amended and Restated Loan Agreement
On May30, 2017, the Company entered into the Second Amended and
Restated Loan Agreement (the Loan Agreement) with First
Tennessee, National Association (FTN) whereby FTN terminated the
undrawn $3 million revolving line of credit and extended a
$5million term loan facility to the Company for the purpose of
financing its previously announced merger with Wells Financial
Corp. The Loan Agreement provides for funding on a date no later
than September 30, 2017, subject to certain customary conditions
and the consummation of the merger with Wells Financial Corp
substantially simultaneously with funding. The Loan Agreement
provides for a floating interest rate that is LIBOR plus 270
basis points, which will be reset quarterly, and the maturity
date will be five years from closing. As collateral for the loan,
the Company pledged all of the outstanding shares in its
wholly-owned subsidiary, Citizens Community Federal National
Association. The Company paid a 15 basis point commitment fee,
and agreed to cover FTNs legal fees associated with documenting
the Loan Agreement.
The foregoing summary of the Note Purchase Agreement, the Notes
and the Loan Agreement does not purport to be complete and is
subject to and qualified in its entirety by the full text of the
Note Purchase Agreement, the Form of Note and the Loan Agreement,
which are filed as Exhibits4.1, 4.2 and 10.1, respectively, to
this Current Report on Form8-K and are incorporated herein by
reference.
Item2.03 Creation of a Direct Financial Obligation or an
Obligation under Off-Balance Sheet Arrangement of the
Registrant.
The information set forth under Item1.01 is incorporated by
reference into this Item2.03.
Item9.01 Financial Statements and Exhibits.
| (d) | Exhibits: |
| 4.1 |
Subordinated Note Purchase Agreement between Citizens Community Bancorp, Inc. and EJF Debt Opportunities Master Fund, LP dated May30, 2017. |
|
| 4.2 | Form of Subordinated Note. | |
| 10.1 |
Second Amended and Restated Loan Agreement with First Tennessee, National Association dated May30, 2017. |
About CITIZENS COMMUNITY BANCORP, INC. (NASDAQ:CZWI)
Citizens Community Bancorp, Inc. is a bank holding company of Citizens Community Federal N.A. (the Bank). The Company is engaged in consumer, small commercial and agricultural banking activities, through the Bank. As of September 30, 2015, it had approximately $460 million in deposits. Through all of its branch locations, in Wisconsin, Minnesota and Michigan, the Bank provides a range of commercial and consumer banking products and services to customers, including online and mobile banking options. It offers a range of loans, such as commercial loans, agricultural loans and residential mortgages. Its Investment portfolio consists of securities available for sale and securities held to maturity. Its primary sources of funds are deposits; amortization, prepayments and maturities of outstanding loans; other short-term investments, and funds provided from operations. As of September 30, 2015, its total gross outstanding loans before net deferred loan costs were approximately $448,100. CITIZENS COMMUNITY BANCORP, INC. (NASDAQ:CZWI) Recent Trading Information
CITIZENS COMMUNITY BANCORP, INC. (NASDAQ:CZWI) closed its last trading session up +0.68 at 14.29 with 887 shares trading hands.