CUSTOMERS BANCORP, INC. (NYSE:CUBI) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01
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Entry into a Material Definitive Agreement |
On June 30, 2017, Customers Bancorp, Inc. (the “Company”)
completed a public offering of $100,000,000 in aggregate
principal amount of its 3.95% senior notes due 2022 (the “Senior
Notes”) to an Underwriting Agreement (the “Underwriting
Agreement”), dated as of June 28, 2017, among the Company,
Customers Bank, the Company’s wholly owned banking subsidiary
(the “Bank”) and Sandler O’Neill Partners, L.P. (the
“Underwriter”). The price to the purchasers was 99.775% of the
principal amount of the Senior Notes representing a
yield-to-maturity of 4.0%.
The Company estimates that the net proceeds from the Offering,
after deducting underwriting discounts and estimated expenses,
will be approximately $98,425,000. The Company expects to use the
net proceeds for general corporate purposes, which may include
working capital and the funding of organic growth at Customers
Bank. The Company also may use a portion of the proceeds to
refinance outstanding senior unsecured notes that mature on July
31, 2018.
The Company and the Bank made certain customary representations,
warranties and covenants in the Underwriting Agreement concerning
the Company and the Bank and the registration statement,
prospectus, prospectus supplements and other documents and
filings relating to the offering of the Senior Notes. In
addition, the Company and the Bank have agreed to indemnify the
Underwriter against certain liabilities, including liabilities
under the Securities Act of 1933, as amended. The foregoing
description of the Underwriting Agreement is qualified in its
entirety by reference to that agreement, a copy of which is filed
as Exhibit 1.1 to this Current Report on Form 8-K and is
incorporated herein by reference.
The Company issued the Senior Notes to an Indenture dated July
30, 2013 (the “Base Indenture”) entered into with Wilmington
Trust, National Association, as trustee (the “Trustee”), as
supplemented by a Second Supplemental Indenture relating to the
Senior Notes between the Company and the Trustee dated June 30,
2017 (the “Supplemental Indenture” and collectively with the
Base Indenture, the “Indenture”).
The Senior Notes are the senior unsecured obligations of the
Company and will rank equally with all of the Company’s existing
and future unsecured senior indebtedness, will be effectively
subordinated to any of the Company’s secured indebtedness,
structurally subordinated to the existing and future indebtedness
of the Company’s subsidiaries and senior in right of payment to
any of the Company’s existing or future obligations that are by
their terms expressly subordinated or junior in right of payment
to the Senior Notes. The Senior Notes will be obligations of
Customers Bancorp, Inc. only and will not be obligations of, and
will not be guaranteed by, any of the Company’s subsidiaries,
including the Bank.
The Senior Notes will bear interest at a rate of 3.95% per year,
payable semi-annually on June 30 and December 30 of each year,
commencing on December 30, 2017. The Senior Notes will mature on
June 30, 2022. The Company may, at its option, at any time on or
after the date that is 30 days prior to the maturity date, redeem
some or all of the Senior Notes at a redemption price equal to
100% of the principal amount of the Senior Notes to be redeemed
plus accrued and unpaid interest thereon to the date of
redemption. The Senior Notes will not be subject to repayment at
the option of the holder at any time prior to maturity and will
not be entitled to any sinking fund.
The Indenture contains several covenants which, among other
things, limit the Company’s ability to issue any senior debt
with a maturity date prior to the maturity date of the Senior
Notes, or senior debt providing for the Company’s ability to
call or redeem any such senior debt prior to the maturity date of
the Senior Notes. The Indenture also limits the Company’s and
the Bank’s ability to sell or otherwise dispose of certain of
the Bank’s equity securities or incur debt secured by certain of
the Bank’s equity securities, and, in addition, limits the
Bank’s ability to issue certain of its equity securities and its
ability to merge, consolidate or take similar actions. The
Indenture also contains a number of other customary terms,
covenants and events of default. These and other provisions in
the Indenture are subject to a number of exceptions,
qualifications and limitations.
Copies of the Supplemental Indenture and Note are attached hereto
as Exhibits 4.1 and 4.2, respectively, to this Current Report on
Form 8-K, and are incorporated herein by reference. The foregoing
description of the Senior Notes and the Indenture is a summary
and is qualified in its entirety by the terms of the Senior Note
and the Indenture.
The offering of the Senior Notes was made to the Company’s
effective registration statement on Form S-3 (Registration
Statement No. 333-218483) previously filed with the SEC,
including the prospectus contained therein, and the preliminary
prospectus supplement dated June 26, 2017 and final prospectus
supplement dated June 28, 2017 filed by the Company with the SEC
relating to this offering.
A copy of the opinion of Stradley Ronon Stevens Young, LLP
relating to the Senior Notes is attached as Exhibit 5.1 hereto.
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Item 2.03 |
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant |
The information required by this Item 2.03 is contained in Item
1.01 above and is incorporated herein by reference.
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Item 8.01 |
Other Events |
On June 28, 2017, the Company issued a press release regarding
the pricing terms of its previously announced offering of the
Senior Notes. A copy of the press release is attached hereto as
Exhibit 99.1 to this Current Report on Form 8-K and is
incorporated herein by reference.
On June 30, 2017, the Company issued a press release regarding
the closing of its previously announced offering of the Senior
Notes. A copy of the press release is attached hereto as Exhibit
99.2 to this Current Report on Form 8-K and is incorporated
herein by reference.
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Item 9.01 |
Financial Statements and Exhibits |
(d) Exhibits.
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Exhibit No. |
Description |
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1.1 |
Underwriting Agreement, dated June 28, 2017 by and among the Company, the Bank and Sandler O’Neill Partners, L.P. |
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4.1 |
Second Supplemental Indenture dated as of June 30, 2017 between Customers Bancorp, Inc., as Issuer, and Wilmington Trust, National Association, as Trustee. |
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4.2 |
Form of Senior Notes (included in Exhibit 4.1). |
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5.1 |
Opinion of Stradley Ronon Stevens Young, LLP. |
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23.1 |
Consent of Stradley Ronon Stevens Young, LLP (included in Exhibit 5.1). |
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99.1 |
Press Release, dated June 28, 2017, regarding the pricing of the Senior Notes offering. |
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99.2 |
Press Release, dated June 30, 2017, regarding the closing of the Senior Notes offering. |
Customers Bancorp, Inc. ExhibitEX-1.1 2 ex1-1.htm EXHIBIT 1.1 Exhibit 1.1 EXECUTION COPY Customers Bancorp,…To view the full exhibit click here About CUSTOMERS BANCORP, INC. (NYSE:CUBI)
Customers Bancorp, Inc. (Customers Bancorp) is a bank holding company engaged in banking activities through its subsidiary, Customers Bank (the Bank). The Company operates in the community banking segment. The Bank provides financial products and services to small and middle market businesses, not-for-profits, and consumers. The Bank also provides liquidity to the mortgage market nationwide through the operation of its loans to mortgage banking companies. It offers a range of traditional loan and deposit banking products, and financial services. The Bank offers a range of lending products, including small business loans, mortgage warehouse loans, multi-family and commercial real estate loans, residential mortgage loans and other consumer loans. It also offers traditional deposit products, including commercial and consumer checking accounts, non-interest-bearing demand accounts, money market deposit accounts, savings accounts and time deposit accounts, and cash management services.
