BCBP · Bcb Bancorp Inc · Financials

On August 28, 2024, BCB Bancorp, Inc. (the “Company”) entered into Subordinated Note Purchase Agreements (collectively, the “Subordinated Note Purchase Agreements”) with certain qualified institutional buyers (collectively, the “Subordinated Note Purchasers”) pursuant to which the Company issued and sold $40.0 million in aggregate principal amount of its 9.25% Fixed-to-Floating Rate Subordinated Notes due 2034 (the “Subordinated Notes”). The Subordinated Notes were offered and sold by the Company to the Subordinated Note Purchasers in a private offering in reliance on the Section 4(a)(2) exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), and the provisions of Regulation D thereunder. The Company intends to use the proceeds from the offering to repay existing subordinated debt and for general corporate purposes.

Issuer evidence: On August 28, 2024, BCB Bancorp, Inc. (the “Company”) entered into Subordinated Note Purchase Agreements (collectively, the “Subordinated Note Purchase Agreements”) with certain qualified institutional buyers (collectively, the “Subordinated Note Purchasers”) pursuant to which the Company issued and sold $40.0 million in aggregate principal amount of its 9.25% Fixed-to-Floating Rate Subordinated Notes due 2034 (the “Subordinated Notes”). The Subordinated Notes were offered and sold by the Company to the Subordinated Note Purchasers in a private offering in reliance on the Section 4(a)(2) exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), and the provisions of Regulation D thereunder. The Company intends to use the proceeds from the offering to repay existing subordinated debt and for general corporate purposes.

Supporting evidence: The Subordinated Notes mature on September 1, 2034 and bear interest at a fixed annual rate of 9.25%, payable semi-annually in arrears, to but excluding September 1, 2029. From and including September 1, 2029 to but excluding the maturity date or early redemption date, the interest rate will reset quarterly to an interest rate per annum initially equal to the then-current three-month Secured Overnight Financing Rate provided by the Federal Reserve Bank of New York plus 582 basis points, payable quarterly in arrears. The Company is entitled to redeem the Subordinated Notes, in whole or in part, at any time on or after September 1, 2029, and to redeem the Subordinated Notes at any time in whole upon certain other events. Any redemption of the Subordinated Notes will be subject to prior regulatory approval to the extent required.

Supporting evidence: The Subordinated Notes were issued under an Indenture, dated August 28, 2024 (the “Indenture”), by and between the Company and UMB Bank, National Association, as trustee. The Subordinated Notes are not subject to any sinking fund and are not convertible into or, other than with respect to the Exchange Notes, exchangeable for any other securities or assets of the Company or any of its subsidiaries. The Subordinated Notes are not subject to redemption at the option of the holders. The Subordinated Notes are unsecured, subordinated obligations of the Company only and are not obligations of, and are not guaranteed by, any subsidiary of the Company. The Subordinated Notes rank junior in right to payment to the Company’s current and future senior indebtedness. The Subordinated Notes are intended to qualify as Tier 2 capital for regulatory capital purposes.

Supporting evidence: On August 28, 2024, BCB Bancorp, Inc. (the “Company”) entered into Subordinated Note Purchase Agreements (collectively, the “Subordinated Note Purchase Agreements”) with certain qualified institutional buyers (collectively, the “Subordinated Note Purchasers”) pursuant to which the Company issued and sold $40.0 million in aggregate principal amount of its 9.25% Fixed-to-Floating Rate Subordinated Notes due 2034 (the “Subordinated Notes”). The Subordinated Notes were offered and sold by the Company to the Subordinated Note Purchasers in a private offering in reliance on the Section 4(a)(2) exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), and the provisions of Regulation D thereunder. The Company intends to use the proceeds from the offering to repay existing subordinated debt and for general corporate purposes.

This Agreement is made pursuant to the Subordinated Note Purchase Agreement dated August 28, 2024, by and among the Company and each of the Purchasers (the “Purchase Agreement”), which provides for the sale by the Company to the Purchasers of $40,000,000 aggregate principal amount of the Company’s 9.25% Fixed-to-Floating Rate Subordinated Notes due 2034, which were issued on August 28, 2024 (the “Subordinated Notes”). In order to induce the each of the Purchasers to enter into the Purchase Agreement and in satisfaction of a condition to the Purchasers’ obligations thereunder, the Company has agreed to provide to the Purchasers and their respective direct and indirect transferees and assigns the registration rights set forth in this Agreement. The execution and delivery of this Agreement is a condition to the closing under the Purchase Agreement.

Issuer evidence: This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is dated as of August 28, 2024, and is made by and among BCB Bancorp, Inc., a New Jersey corporation and registered bank holding company (the “Company”), and the several purchasers of the Subordinated Notes (as defined below) identified on the signature pages to the Purchase Agreement (as defined below) (collectively, the “Purchasers”).

Supporting evidence: This Agreement is made pursuant to the Subordinated Note Purchase Agreement dated August 28, 2024, by and among the Company and each of the Purchasers (the “Purchase Agreement”), which provides for the sale by the Company to the Purchasers of $40,000,000 aggregate principal amount of the Company’s 9.25% Fixed-to-Floating Rate Subordinated Notes due 2034, which were issued on August 28, 2024 (the “Subordinated Notes”). In order to induce the each of the Purchasers to enter into the Purchase Agreement and in satisfaction of a condition to the Purchasers’ obligations thereunder, the Company has agreed to provide to the Purchasers and their respective direct and indirect transferees and assigns the registration rights set forth in this Agreement. The execution and delivery of this Agreement is a condition to the closing under the Purchase Agreement.

Supporting evidence: This Agreement is made pursuant to the Subordinated Note Purchase Agreement dated August 28, 2024, by and among the Company and each of the Purchasers (the “Purchase Agreement”), which provides for the sale by the Company to the Purchasers of $40,000,000 aggregate principal amount of the Company’s 9.25% Fixed-to-Floating Rate Subordinated Notes due 2034, which were issued on August 28, 2024 (the “Subordinated Notes”). In order to induce the each of the Purchasers to enter into the Purchase Agreement and in satisfaction of a condition to the Purchasers’ obligations thereunder, the Company has agreed to provide to the Purchasers and their respective direct and indirect transferees and assigns the registration rights set forth in this Agreement. The execution and delivery of this Agreement is a condition to the closing under the Purchase Agreement.

1. Subordinated Notes. This Subordinated Note is one of a duly authorized issue of notes of BCB Bancorp, Inc., a New Jersey corporation and a bank holding company (the “Company”), designated as the “9.25% Fixed-to-Floating Rate Subordinated Notes due 2034” (the “Subordinated Notes”) in an aggregate principal amount of $40.0 million and initially issued on August 28, 2024. The Company has issued this Subordinated Note under that certain Indenture dated as of August 28, 2024, as the same may be amended or supplemented from time to time (“Indenture”), between the Company and UMB Bank, National Association, as Trustee (the “Trustee”). All capitalized terms not otherwise defined in this Subordinated Note will have the meanings assigned to them in the Indenture. The terms of this Subordinated Note include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”). This Subordinated Note is subject to all such terms, and the Holder (as defined below) is referred to the Indenture and the Trust Indenture Act for a statement of such terms. To the extent any provision of this Subordinated Note irreconcilably conflicts with the express provisions of the Indenture, the provisions of the Indenture will govern and be controlling.

Issuer evidence: 1. Subordinated Notes. This Subordinated Note is one of a duly authorized issue of notes of BCB Bancorp, Inc., a New Jersey corporation and a bank holding company (the “Company”), designated as the “9.25% Fixed-to-Floating Rate Subordinated Notes due 2034” (the “Subordinated Notes”) in an aggregate principal amount of $40.0 million and initially issued on August 28, 2024. The Company has issued this Subordinated Note under that certain Indenture dated as of August 28, 2024, as the same may be amended or supplemented from time to time (“Indenture”), between the Company and UMB Bank, National Association, as Trustee (the “Trustee”). All capitalized terms not otherwise defined in this Subordinated Note will have the meanings assigned to them in the Indenture. The terms of this Subordinated Note include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”). This Subordinated Note is subject to all such terms, and the Holder (as defined below) is referred to the Indenture and the Trust Indenture Act for a statement of such terms. To the extent any provision of this Subordinated Note irreconcilably conflicts with the express provisions of the Indenture, the provisions of the Indenture will govern and be controlling.

WHEREAS, the Company has duly authorized the execution and delivery of this Indenture to provide for an issue of $40.0 million in aggregate principal amount of 9.25% Fixed-to-Floating Rate Subordinated Notes due 2034, subject to the terms and conditions set forth in this Indenture.

Issuer evidence: This INDENTURE dated as of August 28, 2024 is between BCB Bancorp, Inc., a New Jersey corporation and registered bank holding company (the “Company”), and UMB Bank, National Association, a national association duly organized and existing under the laws of the United States of America, as Trustee.

Supporting evidence: WHEREAS, the Company has duly authorized the execution and delivery of this Indenture to provide for an issue of $40.0 million in aggregate principal amount of 9.25% Fixed-to-Floating Rate Subordinated Notes due 2034, subject to the terms and conditions set forth in this Indenture.

1. Subordinated Notes. This Subordinated Note is one of a duly authorized issue of notes of BCB Bancorp, Inc., a New Jersey corporation and a bank holding company (the “Company”), designated as the “9.25% Fixed-to-Floating Rate Subordinated Notes due 2034” (the “Subordinated Notes”) in an aggregate principal amount of $40.0 million and initially issued on August 28, 2024. The Company has issued this Subordinated Note under that certain Indenture dated as of August 28, 2024, as the same may be amended or supplemented from time to time (“Indenture”), between the Company and UMB Bank, National Association, as Trustee (the “Trustee”). All capitalized terms not otherwise defined in this Subordinated Note will have the meanings assigned to them in the Indenture. The terms of this Subordinated Note include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”). This Subordinated Note is subject to all such terms, and the Holder (as defined below) is referred to the Indenture and the Trust Indenture Act for a statement of such terms. To the extent any provision of this Subordinated Note irreconcilably conflicts with the express provisions of the Indenture, the provisions of the Indenture will govern and be controlling.

Issuer evidence: 1. Subordinated Notes. This Subordinated Note is one of a duly authorized issue of notes of BCB Bancorp, Inc., a New Jersey corporation and a bank holding company (the “Company”), designated as the “9.25% Fixed-to-Floating Rate Subordinated Notes due 2034” (the “Subordinated Notes”) in an aggregate principal amount of $40.0 million and initially issued on August 28, 2024. The Company has issued this Subordinated Note under that certain Indenture dated as of August 28, 2024, as the same may be amended or supplemented from time to time (“Indenture”), between the Company and UMB Bank, National Association, as Trustee (the “Trustee”). All capitalized terms not otherwise defined in this Subordinated Note will have the meanings assigned to them in the Indenture. The terms of this Subordinated Note include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”). This Subordinated Note is subject to all such terms, and the Holder (as defined below) is referred to the Indenture and the Trust Indenture Act for a statement of such terms. To the extent any provision of this Subordinated Note irreconcilably conflicts with the express provisions of the Indenture, the provisions of the Indenture will govern and be controlling.

Supporting evidence: 2. Payment. The Company, for value received, promises to pay to [•] (the “Holder”), or its registered assigns, the principal sum of [•] Dollars (U.S.) ($[•]), plus accrued but unpaid interest on September 1, 2034 (the “Maturity Date”) and to pay interest thereon (i) from and including the original issue date of the Subordinated Notes to but excluding September 1, 2029 or the earlier redemption date contemplated by Section 5 (Redemption) of this Subordinated Note (the “Fixed Rate Period”), at the rate of 9.25% per annum, computed on the basis of a 360-day year consisting of twelve 30-day months and payable semi-annually in arrears on March 1 and September 1 of each year (each payment date, a “Fixed Interest Payment Date”), beginning March 1, 2025, and (ii) from and including September 1, 2029 to but excluding the Maturity Date or earlier redemption date contemplated by Section 5 (Redemption) of this Subordinated Note (the “Floating Rate Period”), at the rate per annum, reset quarterly, equal to the Floating Interest Rate (as defined below) determined on the Floating Interest Determination Date (as defined below) of the applicable interest period plus 582 basis points, computed on the basis of a 360-day year and the actual number of days elapsed and payable quarterly in arrears (each quarterly period a “Floating Interest Period”) on March 1, June 1, September 1, and December 1 of each year (each payment date, a “Floating Interest Payment Date”). Dollar amounts resulting from this calculation shall be rounded to the nearest cent, with one-half cent being rounded up. The term “Floating Interest Determination Date” means the date upon which the Floating Interest Rate is determined by the Calculation Agent pursuant to the Three-Month Term SOFR Conventions (as defined below). Notwithstanding anything to the contrary, (i) in the event the Three-Month Term SOFR (as defined below) is less than zero, the Three-Month Term SOFR shall be deemed to be zero, and (ii) if a Benchmark Transition Event (as defined below) and its related Benchmark Replacement Date (as defined below) have occurred and the Benchmark Replacement (as defined below) is less than zero, then the Benchmark Replacement shall be deemed to be zero.

Supporting evidence: 1. Subordinated Notes. This Subordinated Note is one of a duly authorized issue of notes of BCB Bancorp, Inc., a New Jersey corporation and a bank holding company (the “Company”), designated as the “9.25% Fixed-to-Floating Rate Subordinated Notes due 2034” (the “Subordinated Notes”) in an aggregate principal amount of $40.0 million and initially issued on August 28, 2024. The Company has issued this Subordinated Note under that certain Indenture dated as of August 28, 2024, as the same may be amended or supplemented from time to time (“Indenture”), between the Company and UMB Bank, National Association, as Trustee (the “Trustee”). All capitalized terms not otherwise defined in this Subordinated Note will have the meanings assigned to them in the Indenture. The terms of this Subordinated Note include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”). This Subordinated Note is subject to all such terms, and the Holder (as defined below) is referred to the Indenture and the Trust Indenture Act for a statement of such terms. To the extent any provision of this Subordinated Note irreconcilably conflicts with the express provisions of the Indenture, the provisions of the Indenture will govern and be controlling.

1. Subordinated Notes. This Subordinated Note is one of a duly authorized issue of notes of BCB Bancorp, Inc., a New Jersey corporation and a bank holding company (the “Company”), designated as the “9.25% Fixed-to-Floating Rate Subordinated Notes due 2034” (the “Subordinated Notes”) in an aggregate principal amount of $40.0 million and initially issued on August 28, 2024. The Company has issued this Subordinated Note under that certain Indenture dated as of August 28, 2024, as the same may be amended or supplemented from time to time (“Indenture”), between the Company and UMB Bank, National Association, as Trustee (the “Trustee”). All capitalized terms not otherwise defined in this Subordinated Note will have the meanings assigned to them in the Indenture. The terms of this Subordinated Note include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”). This Subordinated Note is subject to all such terms, and the Holder (as defined below) is referred to the Indenture and the Trust Indenture Act for a statement of such terms. To the extent any provision of this Subordinated Note irreconcilably conflicts with the express provisions of the Indenture, the provisions of the Indenture will govern and be controlling.

Issuer evidence: 1. Subordinated Notes. This Subordinated Note is one of a duly authorized issue of notes of BCB Bancorp, Inc., a New Jersey corporation and a bank holding company (the “Company”), designated as the “9.25% Fixed-to-Floating Rate Subordinated Notes due 2034” (the “Subordinated Notes”) in an aggregate principal amount of $40.0 million and initially issued on August 28, 2024. The Company has issued this Subordinated Note under that certain Indenture dated as of August 28, 2024, as the same may be amended or supplemented from time to time (“Indenture”), between the Company and UMB Bank, National Association, as Trustee (the “Trustee”). All capitalized terms not otherwise defined in this Subordinated Note will have the meanings assigned to them in the Indenture. The terms of this Subordinated Note include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”). This Subordinated Note is subject to all such terms, and the Holder (as defined below) is referred to the Indenture and the Trust Indenture Act for a statement of such terms. To the extent any provision of this Subordinated Note irreconcilably conflicts with the express provisions of the Indenture, the provisions of the Indenture will govern and be controlling.