Flushing Financial Corporation (NASDAQ:FFIC) Files An 8-K Entry into a Material Definitive Agreement
Item1.01.
| Entry into a Material Definitive Agreement. |
On December7, 2016, Flushing Financial Corporation (the Company),
and the Companys wholly-owned subsidiary, Flushing Bank, entered
into an underwriting agreement (the Underwriting Agreement) with
Sandler ONeill Partners, L.P., as representative of the
underwriters named in the Underwriting Agreement, to issue and
sell to the public $75 million aggregate principal amount of its
5.25% Fixed-to-Floating Rate Subordinated Notes due 2026 (the
Notes), at a public offering price equal to 50% of the aggregate
principal amount of the Notes (the Offering). The Company
estimates that the net proceeds from the Offering, after
deducting underwriting discounts and estimated expenses, will be
approximately $73.4 million. The Offering was completed on
December12, 2016.
The Underwriting Agreement contains customary representations,
warranties and agreements of the Company, customary conditions to
closing, obligations of the parties and termination provisions.
The foregoing description 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. The description of the material terms of the
Underwriting Agreement and the transaction contemplated thereby
is qualified in its entirety by reference to such exhibit.
The Notes were offered to a prospectus supplement, dated
December7, 2016, to the prospectus dated April25, 2014 that forms
part of the Companys effective registration statement on Form S-3
(File No.333-195182) filed by the Company with the U.S.
Securities and Exchange Commission under the Securities Act of
1933, as amended.
The Notes were issued to the Subordinated Indenture, dated as of
December12, 2016 (the Subordinated Indenture), between the
Company and Wilmington Trust, National Association, as trustee
(the Trustee), as supplemented by the First Supplemental
Indenture relating to the Notes, dated as of December12, 2016,
between the Company and the Trustee (the First Supplemental
Indenture). The Indenture, as amended and supplemented by the
First Supplemental Indenture, governs the terms of the Notes and
provides that the Notes are unsecured, subordinated debt
obligations of the Company. The Notes will mature on December15,
2026. From and including the date of issuance, but excluding
December15, 2021, the Notes will bear interest at an initial
fixed rate of 5.25%per annum, payable semi-annually. From and
including December15, 2021 and thereafter, the Notes will bear
interest at a floating rate equal to the then-current three-month
LIBOR as calculated on each applicable date of determination,
plus 3.44%, payable quarterly. If the then-current three-month
LIBOR is less than zero, three-month LIBOR will be deemed to be
zero.
The Notes are unsecured subordinated obligations of the Company.
There is no sinking fund for the Notes. The Notes are
subordinated in right of payment to the payment of the Companys
existing and future senior indebtedness, including all of its
general creditors, and they are structurally subordinated to all
of the Companys subsidiaries existing and future indebtedness and
other obligations. The Notes are obligations of the Company only
and are not obligations of, and are not guaranteed by, any of the
Companys subsidiaries. The Company may, beginning with the
interest payment date of December15, 2021 and on any interest
payment date thereafter, redeem the Notes, in whole or in part,
at a redemption price equal to 50% of the principal amount of the
Notes to be redeemed plus accrued and unpaid interest to but
excluding the date of redemption.
The foregoing descriptions are qualified in their entirety by
reference to the Subordinated Indenture, the First Supplemental
Indenture and the Notes, the form of which is attached as Exhibit
A to the First Supplemental Indenture. Copies of the Subordinated
Indenture and the First Supplemental Indenture, including the
form of Notes attached as Exhibit A to the First Supplemental
Indenture, are attached hereto as Exhibits 4.1 and 4.2,
respectively, and are incorporated herein by reference.
| Item2.03. |
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The information set forth under the fourth and fifth paragraphs
of Item1.01 above and the full text of the Subordinated Indenture
and the First Supplemental Indenture, which are attached hereto
as Exhibits4.1 and 4.2, respectively, are incorporated by
reference into this Item2.03.
| Item9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
|
Exhibit Number |
Description |
|
| 1.1 |
Underwriting Agreement, dated December 7, 2016, by and between the Company, Flushing Bank and Sandler ONeill Partners, L.P., as representative of the underwriters named therein. |
|
| 4.1 |
Subordinated Indenture, dated as of December 12, 2016, by and between the Company and Wilmington Trust, National Association, as Trustee. |
|
| 4.2 |
First Supplemental Indenture, dated as of December 12, 2016, by and between the Company and Wilmington Trust, National Association, as Trustee, including the form of the Notes attached as Exhibit A thereto. |
|
| 5.1 |
Opinion of Holland Knight LLP regarding the legality of the Notes. |
|
| 23.1 |
Consent of Holland Knight LLP (included in Exhibit 5.1 filed herewith). |
About Flushing Financial Corporation (NASDAQ:FFIC)
Flushing Financial Corporation is the bank holding company for Flushing Bank (the Bank). The Company is a community-oriented financial institution offering a range of financial services. The Bank owns three subsidiaries: Flushing Preferred Funding Corporation (FPFC), Flushing Service Corporation, and FSB Properties Inc. (Properties). The Company also owns Flushing Financial Capital Trust II, Flushing Financial Capital Trust III, and Flushing Financial Capital Trust IV (the Trusts). The Bank operates approximately 20 full-service offices. The Company also operates an Internet branch, iGObanking.com. The Bank has a business banking unit, which provides a range of commercial business deposit, loan and cash management products. Its loan portfolio consists primarily of mortgage loans secured by multi-family residential, commercial real estate, one- to four-family mixed-use property, one- to four-family residential property and commercial business loans. Flushing Financial Corporation (NASDAQ:FFIC) Recent Trading Information
Flushing Financial Corporation (NASDAQ:FFIC) closed its last trading session down -0.57 at 28.11 with 69,583 shares trading hands.