FIRST SAVINGS FINANCIAL GROUP, INC. (NASDAQ:FSFG) Files An 8-K Entry into a Material Definitive AgreementItem 1.01
On September 20, 2018, First Savings Financial Group, Inc. (the “Company”), the financial holding company for First Savings Bank (the “Bank”), entered into Subordinated Note Purchase Agreement (the “Agreement”) with a qualified institutional investor (the “Purchaser”) and, to the Agreement, issued to the Purchaser a 5.95% Fixed-to-Floating Rate Subordinated Note due 2028, in the principal amount of $20.0 million (the “Note”). The Note was offered and sold in a private placement, in reliance on the exemptions from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended, and Rule 506 of Regulation D thereunder.
The Company intends to use the net proceeds from the Note issuance for general corporate purposes, including a capital contribution to the Bank to support its continued organic growth. The Note is intended to qualify as Tier 2 capital under the capital guidelines of the Federal Reserve Board.
The Note, which matures on September 30, 2028, bears interest at a fixed annual rate of 5.95% for the period to but excluding September 30, 2023 (the “Fixed Interest Rate Period”). From and including September 30, 2023 until redemption or maturity (the “Floating Interest Rate Period”), the interest rate will adjust to a floating rate based on the LIBOR, plus a margin. The Company will pay interest in arrears quarterly during both the Fixed Interest Rate Period and the Floating Interest Rate Period. The Note constitutes an unsecured and subordinated obligation of the Company and ranks junior in right of payment to any senior indebtedness and obligations to general and secured creditors. Subject to limited exceptions, the Company cannot redeem the Note before the fifth anniversary of the issuance date. The Agreement and Note contain customary subordination provisions and events of default.
The foregoing description of the Agreement and the Note does not purport to be complete and is qualified in its entirety by reference to the form of the Agreement and the form of Note, which are filed hereto as Exhibits 10.1 and 10.2, respectively, and are incorporated into this Item 1.01 by reference.
| Item 2.03 | Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant. |
The discussion under Item 1.01 is incorporated by reference into this Item 2.03.
On September 20, 2018, the Company issued a press release announcing the issuance of the Note. A copy of the press release is filed as Exhibit 99.1 and is incorporated in this Item 8.01 by reference.
| Item 9.01 | Financial Statements and Exhibits. |
First Savings Financial Group Inc ExhibitEX-10.1 2 tv503288_ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 SUBORDINATED NOTE PURCHASE AGREEMENT Dated as of September 20,…To view the full exhibit click here
About FIRST SAVINGS FINANCIAL GROUP, INC. (NASDAQ:FSFG)
First Savings Financial Group, Inc. is the bank holding company for First Savings Bank. The Company’s principal business activity is the ownership of the outstanding common stock of First Savings Bank. The Bank operates as a community-oriented financial institution offering traditional financial services to consumers and businesses in its primary market area. It attracts deposits from the public and uses those funds to originate residential and commercial mortgage loans. It also originates commercial business loans, residential and commercial construction loans, multi-family loans, land and land development loans, and consumer loans. It conducts its lending and deposit activities primarily with individuals and small businesses in its primary market area. The Company operates in Clark, Floyd, Harrison, Crawford and Washington counties, Indiana. Its loan portfolio consists of real estate mortgage loans, commercial real estate, multi-family real estate and commercial business loans.