DIME COMMUNITY BANCSHARES, INC. (NASDAQ:DCOM) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01
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Entry into a Material Definitive Agreement
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and its wholly-owned subsidiary, Dime Community Bank (the Bank),
entered into an underwriting agreement (the Underwriting
Agreement) with Sandler ONeill Partners, L.P., as representative
of the underwriters named therein, with respect to the sale of
$115,000,000 of its 4.50% fixed-to-floating rate subordinated
debentures due 2027 (the Notes). The Underwriting Agreement
includes customary representations, warranties and covenants by
the Company and the Bank. The Company also agreed to indemnify
the underwriters against certain liabilities under the Securities
Act of 1933, as amended. The foregoing description of the
Underwriting Agreement is not complete and is qualified in its
entirety by reference to the Underwriting Agreement, a copy of
which is attached hereto as Exhibit 1.1 and incorporated herein
by reference.
June 8, 2017 to the Prospectus dated October 15, 2015, filed as
part of the Companys Registration Statement on Form S-3 (File No.
333-207228). The terms of the Notes are set forth in an
indenture, dated June 13, 2017, as supplemented by a supplemental
indenture, including the form of the Notes, dated June 13, 2017.
Copies of the indenture, the supplemental indenture, and the form
of the Notes are included as Exhibits 4.1, 4.2 and 4.3 and are
incorporated herein by reference. Exhibits 4.1, 4.2, 4.3, 5.1,
12.1 and 23.1 are filed herewith in connection with the Companys
Registration Statement and are incorporated therein.
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Item 2.03
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Creation of a Direct Financial Obligation or
Obligation under an Off-Balance Sheet Arrangement of a Registrant |
reference into this Item 2.03.
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Item 8.01
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Other Events
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Notes. A copy of the press release announcing the pricing of the
Notes is included herewith as Exhibit 99.1 and is incorporated by
reference herein.
Notes. A copy of the press release announcing the closing of the
offering of the Notes is included herewith as Exhibit 99.2 and is
incorporated by reference herein.
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Item 9.01
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Financial Statements and Exhibits
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1.1
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Underwriting Agreement, dated June 8, 2017, by and among
the Company, the Bank and Sandler ONeill Partners, L.P., as representatives of the underwriters named therein |
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4.1
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Indenture, dated as of June 13, 2017, by and between the
Company, as Issuer, and Wilmington Trust, National Association, as Trustee |
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4.2
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First Supplemental Indenture, dated as of June 13, 2017, by
and between the Company and Wilmington Trust, National Association, as Trustee, including the form of the 4.50% fixed-to-floating rate subordinated debentures due 2027 attached as Exhibit A thereto |
| 4.3 |
Form of Certificate of the Notes (included in Exhibit 4.2 filed herewith) |
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5.1
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Opinion of Luse Gorman, PC regarding the legality of the
Notes |
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12.1
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Computation of Consolidated Ratio of Earnings to Fixed
Charges |
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23.1
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Consent of Luse Gorman, PC (included in Exhibit 5.1 filed
herewith) |
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99.1
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Press release announcing the pricing of the public offering
of the Companys Notes |
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99.2
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Press release announcing the closing of the public offering
of the Companys Notes |
About DIME COMMUNITY BANCSHARES, INC. (NASDAQ:DCOM)
Dime Community Bancshares, Inc. operates as a holding company for The Dime Savings Bank of Williamsburgh (the Bank), a chartered savings bank. The Company is a unitary savings and loan holding company. The Company operates through Community Banking segment. The Bank’s principal business is gathering retail deposits, and lending them primarily in multifamily residential, commercial real estate and mixed use loans, as well as investing in mortgage-backed securities (MBS), obligations of the United States Government and Government Sponsored Entities (GSEs), and corporate debt and equity securities. The Bank’s primary sources of funds are, in general, deposits; loan amortization, prepayments and maturities; MBS amortization, prepayments and maturities; investment securities maturities and sales, and advances from the Federal Home Loan Bank of New York (FHLBNY).
