Item 1.01 ENTRY INTO A MARTERIAL DEFINITIVE AGREEMENT
Subordinated Note Offering
“Company”)(NASDAQ: BSRR), and parent company of
Subordinated Note Purchase Agreements (the “Note Purchase Agreement”) pursuant
to which the Company issued and sold
of its 3.25% Fixed-to-Floating Rate Subordinated Notes due 2031 (the “Notes”) to
certain investors. The Notes were rated BBB- by
Notes were offered and sold by the Company in a private placement transaction in
reliance on exemptions from the registration requirements of the Securities Act
of 1933, as amended (the “Securities Act”), pursuant to Section 4(a)(2) of the
Securities Act and Regulation D thereunder. The Company intends to use the net
proceeds from the offering for general corporate purposes.
The Notes will mature on
to, but excluding,
Company will pay interest on the Notes semi-annually in arrears on
3.25% per annum. From and including
maturity date or the date of earlier redemption (the “Floating Rate Period”) the
Company will pay interest on the Notes at a floating interest rate. The floating
interest rate will be reset quarterly, and the interest rate for any Floating
Rate Period shall be equal to the then-current Three-Month Term SOFR (as defined
in the Notes) plus 253.5 basis points for each quarterly interest period during
the Floating Rate Period. Interest payable on the Notes during the Floating Rate
Period will be paid quarterly in arrears on
foregoing, in the event that the benchmark rate is less than zero, the benchmark
rate shall be deemed to be zero.
The Company may, at its option, redeem the Notes (i) in whole or in part
beginning with the interest payment date of
payment date thereafter, or (ii) in whole, but not in part, upon the occurrence
of a “Tier 2 Capital Event,” a “Tax Event,” or “Investment Company Event” (each
as defined in the Notes). The redemption price for any redemption is 100% of the
principal amount of the Notes, plus accrued, but unpaid interest thereon to, but
excluding, the date of redemption. Any redemption of the Notes will be subject
to the receipt of any and all required federal and state regulatory approvals,
including the approval of the
to the extent then required under applicable laws or regulations.
There is no right of acceleration of maturity of the Notes in the case of
default in the payment of principal of, or interest on, the Notes or in the
performance of any other obligation of the Company under the Notes. The Notes
provide that holders of the Notes may accelerate payment of indebtedness only
upon the Company’s bankruptcy, insolvency, reorganization, receivership or other
The Notes are general unsecured, subordinated obligations of the Company and
rank junior to all of its existing and future Senior Indebtedness (as defined in
the Notes), including all of its general creditors. The Notes will be equal in
right of payment with any of the Company’s existing and future subordinated
indebtedness, and will be senior to the Company’s obligations relating to any
junior subordinated debt securities issued to the Company’s subsidiary trusts.
In addition, the Notes are effectively subordinated to all secured indebtedness
of the Company to the extent of the value of the collateral securing such
The foregoing descriptions of the Notes and the Note Purchase Agreement does not
purport to be complete and are each qualified in their entirety by reference to
the full text of the forms of such agreements, which are attached as Exhibits
4.1 and 10.1, respectively, and incorporated herein by reference.
ITEM 2.03. CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN
OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT
The information set forth in Item 1.01 is incorporated herein by reference.
ITEM 7.01. REGULATION FD DISCLOSURE
completion of the offering of the Notes, which is furnished as Exhibit 99.1.
Additionally, furnished as Exhibit 99.2 is a copy of an investor presentation
that was utilized by the Company in conducting the offering.
The information in this Item 7.01 is being furnished pursuant to Item 7.01 of
Form 8-K and shall not be deemed “filed” for purposes of Section 18 of the
Exchange Act, or otherwise subject to liabilities of that section, nor shall it
be deemed incorporated by reference into any filing under the Securities Act or
the Exchange Act, unless specifically identified therein as being incorporated
therein by reference.
ITEM 9.01FINANCIAL STATEMENTS AND EXHIBITS
(d)Exhibits. Exhibit No. Description 4.1 Form of 3.25% Fixed-to-Floating Rate Subordinated Note due
October 1, 203110.1 Form of Subordinated Note Purchase Agreement, dated as of September 24, 202199.1 Press release issued by Sierra Bancorp, dated September 24, 202199.2 Form of Investor Presentation 104 Cover Page Interactive Data File (embedded in the cover page formatted in Inline XBRL)