- Current report filing (8-K)
September 01 2010 - 5:06AM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
August 30,
2010
Eagle Bancorp, Inc.
(Exact name of registrant as
specified in its charter)
Maryland
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0-25923
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52-2061461
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(State or other jurisdiction
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(Commission file number)
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(IRS Employer
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of incorporation)
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Number)
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7815 Woodmont Avenue, Bethesda, Maryland 20814
(Address of Principal Executive Offices) (Zip Code)
Registrants telephone number, including area code:
301.986.1800
Check
the appropriate box below if the Form 8-K is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (See General Instruction A.2. below):
o
Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant
to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
o
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
Item
1.01
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Entry
into a Material Definitive Agreement
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Item
1.02
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Termination
of a Material Definitive Agreement
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Item
2.03
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Creation
of a Direct Financial Obligation or an Obligation under an Off Balance Sheet
Arrangement of a Registrant
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On
August 30, 2010, Eagle Bancorp, Inc. (the Company) entered into and
consummated a Note Exchange Agreement, pursuant to which the Company issued, on
a private placement basis, to eight parties, all of which are current or former
directors of the Company or accounts for the benefit of such persons, and
aggregate of $9.3 million of a new series of subordinated notes (the New Notes),
in exchange for an equal principal amount of the Companys 10% Subordinated
Notes dues September 30, 2014 (the Old Notes), which were issued in August 2008.
A copy of the Note Exchange Agreement is attached hereto as Exhibit 99.1
and is incorporated by reference herein.
The
New Notes bear interest, payable on the first day of each month, at a fixed
rate of 10.0% per year. The New Notes
have a maturity of September 30, 2016. The Notes are redeemable at the
option of the Company, in whole or in part, on any interest payment date at the
principal amount thereof, plus interest to the date of redemption. The New Notes are intended to qualify as Tier
2 capital for regulatory purposes to the fullest extent permitted. The payment
of principal on the Notes may only be accelerated upon the occurrence of
certain bankruptcy or receivership related events relating to the Company or,
to the extent permitted under capital rules to be adopted by the Federal
Reserve pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection
Act (Dodd-Frank), a major bank subsidiary of the Company (acceleration
events).
The
issuance of the New Notes in exchange for the Old Notes (the Exchange) is
intended to enable the Company to maximize the capital treatment of its
indebtedness. Under existing capital
rules, the capital treatment of the Old Notes is being phased out, at a rate of
20% of the original principal amount per year. As a result, only 80% of the
principal amount of the Old notes are currently eligible, and effective October 1,
2010, only 60% of the principal amount of the Old Notes would have been
eligible, for inclusion as Tier 2 capital.
As a result of the Exchange, 100% of the principal amount of the New
Notes will be eligible for inclusion in capital. The capital treatment of the New Notes will
be phased out in the last five years they are outstanding, at a rate of 20% per
year.
If:
(i) an acceleration event occurs; (ii) the Company defaults in the
payment of any interest upon any New Notes, and such default continues for
thirty days; (iii) the Company defaults in the payment of all or any part
of the principal of (or premium, if any, on) any New Notes as and when the same
shall become due and payable either at maturity, upon redemption, by
declaration of acceleration or otherwise; or (iv) the Company defaults in
the performance of, or breaches, any of its covenants or agreements in the New
Notes (other than a covenant or agreement a default in whose performance or whose
breach is specifically dealt with), and continuance of such default or breach
for a period of 60 days after there has been given a Notice of Default, and
such event of default shall be continuing, then the Company shall not, and
shall not allow any subsidiary of the Company to, (x) declare or pay any
dividends or distributions on, or redeem, purchase, acquire, or make a
liquidation payment with respect to, any of the Companys capital stock or its
subsidiaries capital stock (other than payments of dividends or distributions
to the Company) or make any guarantee payments with respect to the foregoing or
(y) make any payment of principal of or interest or premium, if any, on or
repay, repurchase or redeem any debt securities of the Company or any subsidiary
that rank pari passu in all respects with or junior in interest to the New
Notes (other than, with respect to clauses (x) and (y) above: (1) repurchases,
redemptions or other acquisitions of shares of capital stock of the Company in
connection with any employment contract, benefit plan or other similar
arrangement with or for the benefit of one or more employees, officers,
directors or consultants, in connection with a dividend reinvestment or
stockholder stock purchase plan or in connection with the issuance of capital
stock of the Company (or securities convertible into or exercisable for such
capital stock) as consideration in an acquisition transaction entered into
prior to the applicable Event of Default, if any, (2) as a result of any
exchange or conversion of any class or series of the Companys capital stock
(or any capital stock of a subsidiary of the Company) for any class or series
of the Companys capital stock or of any class or series of the Companys
indebtedness for any class or series of the Companys capital stock, (3) the
purchase of fractional interests in shares of the Companys capital stock
pursuant to the conversion or exchange provisions of such capital stock or the
security being converted or exchanged, (4) any declaration of a dividend
in connection with any stockholders rights plan, or the issuance of rights,
stock or other property under any stockholders rights plan, or the redemption
or repurchase of rights pursuant thereto, or (5) any dividend in the form
of stock, warrants, options or other rights where the dividend stock
2
or
the stock issuable upon exercise of such warrants, options or other rights is
the same stock as that on which the dividend is being paid or ranks pari passu
with or junior to such stock and any cash payments in lieu of fractional shares
issued in connection therewith. These
provisions are substantively identical to the comparable terms in the Old
Notes.
This
description of the New Notes does not purport to be complete and is qualified
in its entirety by reference to the form of Subordinated Note, which is
attached as 10.1 hereto and is incorporated herein by reference.
Item 3.03
Material
Modification of Rights of Security Holders
Please refer to the description of the dividend limitations upon the
occurrence or continuation of an Event of Default under the New Notes described
in response to Items 1.01 and 2.03 hereof.
Such limitations are substantively identical to the limitations of the
Old Notes.
Item
9.01 Financial Statements
and Exhibits
(d)
Exhibits.
10.1
Form of
Subordinated Note due 2016
99.1
Form of
Note Exchange Agreement
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Signatures
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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EAGLE
BANCORP, INC.
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By:
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/s/
Ronald D. Paul
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Ronald
D. Paul, President, Chief Executive Officer
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Dated:
August 31, 2010
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