PEAPACK-GLADSTONE FINANCIAL CORPORATION (NASDAQ:PGC) Files An 8-K Entry into a Material Definitive AgreementItem 1.01
On December12, 2017, Peapack-Gladstone Financial Corporation (the “Company”) announced the completion of its sale of $35.0million principal amount of 4.75% fixed-to-floating subordinated notes due December15, 2027 (the “Notes”). The Notes were offered to the prospectus supplement, dated December5, 2017, to the prospectus, dated January6, 2017, filed as part of the Company’s Registration Statement on Form S-3 (File No.333-215176) (the “Registration Statement”). The Company estimates that the net proceeds from the offering and sale of the Notes will be approximately $34.1million, after giving effect to the underwriting discount and estimated expenses of the offering.
The terms of the Notes are set forth in a Subordinated Debt Indenture, dated December12, 2017 (the “Indenture”), as supplemented by a First Supplemental Indenture, including the form of the Notes, dated December12, 2017 (the “Supplemental Indenture”). Copies of the Indenture and the Supplemental Indenture (including the form of the Notes) are included as Exhibits 4.1 and 4.2 hereto, and incorporated herein by reference. Exhibits 5.1 and 23.1 are filed herewith in connection with the Registration Statement and are incorporated therein.
The Notes will bear interest at 4.75% annually from, and including, the date of initial issuance to, but excluding, December15, 2022, payable semi-annually in arrears. From and including December15, 2022 through maturity or earlier redemption, the interest rate shall reset quarterly to an interest rate per annum equal to the then current three-month LIBOR rate plus 254 basis points (2.54%), payable quarterly in arrears. If the then current three-month LIBOR is less than zero, the three-month LIBOR will be deemed to be zero. The Notes will mature on December15, 2027.
The Notes are unsecured, subordinated and (i)rank junior in right of payment and upon the Company’s liquidation to any existing and all future senior indebtedness (as defined in the First Supplemental Indenture and described under “Description of the Notes” in the prospectus supplement), (ii) rank junior in right of payment and upon the Company’s liquidation to any of the Company’s existing and all of the Company’s future general creditors, (iii)rank equal in right of payment and upon the Company’s liquidation with any existing or future indebtedness the terms of which provide that such indebtedness ranks equally with the Notes, (iv)rank senior in right of payment and upon the Company’s liquidation to any indebtedness the terms of which provide that such indebtedness ranks junior to the Notes and (v)are effectively subordinated to all of the existing and future indebtedness, deposits and other liabilities of the Company’s bank subsidiary, Peapack-Gladstone Bank (the “Bank”) and the Company’s other current and future subsidiaries, including without limitation the Bank’s depositors, liabilities to general creditors and liabilities arising during the ordinary course or otherwise.
The foregoing summaries of the Indenture, the First Supplemental Indenture and the Notes are not complete and are each qualified in their entirety by reference to the complete text of the respective documents.
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On December12, 2017, the Company announced the completion of the public offering of the Notes. A copy of the press release is included herewith as Exhibit 99.1 and is incorporated herein by reference.
| Item 1.01 | Financial Statements and Exhibits |
(d) Exhibits.
| 4.1 | Subordinated Debt Indenture, dated as of December12, 2017, by and between the Company, as Issuer, and U.S. Bank National Association, as Trustee |
| 4.2 | First Supplemental Indenture, dated as of December12, 2017, by and between the Company, as Issuer, and U.S. Bank National Association, as Trustee, including the form of the 4.75% fixed-to-floating subordinated notes due December15, 2027 attached as Exhibit A thereto |
| 5.1 | Opinion of Luse Gorman, PC regarding the legality of the Notes |
| 23.1 | Consent of Luse Gorman, PC (included in Exhibit 5.1 filed herewith) |
| 99.1 | Press release announcing the completion of the sale of the Company’s Notes |
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PEAPACK GLADSTONE FINANCIAL CORP ExhibitEX-4.1 2 d504382dex41.htm EX-4.1 EX-4.1 Exhibit 4.1 PEAPACK-GLADSTONE FINANCIAL CORPORATION,…To view the full exhibit click here
About PEAPACK-GLADSTONE FINANCIAL CORPORATION (NASDAQ:PGC)
Peapack-Gladstone Financial Corporation is a bank holding company. The Company’s principal subsidiary is Peapack-Gladstone Bank (the Bank), which is a state chartered commercial bank. The Bank provides private banking services to businesses, non-profits and consumers through its private banking locations in Bedminster, Morristown, Princeton and Teaneck, New Jersey; wealth management division, and branch network in Somerset, Morris, Hunterdon, Middlesex and Union counties. The Company operates through two segments: Banking and Private Wealth Management Division. The Banking segment includes commercial, commercial real estate, multifamily, residential and consumer lending activities; deposit generation; operation of automatic teller machines; telephone and Internet banking services; merchant credit card services, and customer support sales. The Private Wealth Management Division includes asset management services, personal trust services and corporate trust services.
