BY 8-K
Byline Bancorp, Inc. (BY)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
(Exact Name of Registrant as Specified in Its Charter)
(State or Other Jurisdiction
of Incorporation)
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(Commission File Number) |
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(I.R.S. Employer Identification No.) |
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(Address of Principal Executive Offices) |
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(Zip Code) |
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(Registrant’s Telephone Number, Including Area Code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01. |
Entry into a Material Definitive Agreement. |
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As previously disclosed, on May 26, 2023, Byline Bancorp, Inc. (the “Company”) entered into a Second Amended and Restated Term Loan and Revolving Credit Agreement with CIBC Bank USA (the “Lender”). As also previously disclosed, on May 24, 2024, the Company entered into the First Amendment to the Second Amended and Restated Term Loan and Revolving Credit Agreement (the “First Amendment") with the Lender, which was effective May 26, 2024, and provided for (1) the renewal of the revolving line-of- credit facility of up to $15,000,000, and (2) extending its maturity date to May 25, 2025.
On May 21, 2025, the Company entered into the Second Amendment to the Second Amended and Restated Term Loan and Revolving Credit Agreement (the “Second Amendment”) with the Lender, which was effective May 25, 2025, and provides for (1) the renewal of the revolving line-of-credit of up to $15,000,000, and (2) extending its maturity date to May 24, 2026.
The foregoing description of the Second Amendment is only a brief summary and is qualified in its entirety by the complete terms of the Second Amendment, a copy of which is filed as Exhibit 10.1 to this current report on Form 8-K and incorporated by reference herein.
Item 2.03. |
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
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The disclosure set forth in Item 1.01 above is incorporated herein by reference.
Item 9.01. |
Financial Statements and Exhibits. |
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(d) Exhibits.
Exhibit No. |
Description |
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10.1 |
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104 |
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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BYLINE BANCORP, INC. |
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Date: May 27, 2025 |
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By: |
/s/ Robert R. Herencia |
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Name: |
Roberto R. Herencia |
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Title: |
Executive Chairman and CEO |
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3
SECOND AMENDMENT TO
SECOND AMENDED AND RESTATED TERM LOAN AND REVOLVING CREDIT AGREEMENT
THIS SECOND AMENDMENT TO SECOND AMENDED AND RESTATED TERM LOAN AND
REVOLVING CREDIT AGREEMENT is dated May _21_, 2025, but effective May 25, 2025 (the "Second Amendment"), and is by and between Byline Bancorp, Inc., a Delaware corporation ("Borrower"), with offices at 180 N. LaSalle Street, 3rd Floor, Chicago, IL 60601, and CIBC Bank USA, an Illinois chartered bank (together with successors and assigns, the "Lender"), with offices at 120 S. LaSalle Street, Chicago, IL 60603, as further identified below.
RECITALS:
AGREEMENTS:
""Revolving Loan Maturity Date" means the earlier to occur of May 24, 2026, or the Termination Date."
The Borrower has executed a Tenth Amended Revolving Note to reflect that the Revolving Loan Maturity Date is May 24, 2026.
deemed remade and affirmed as of the date hereof by the Borrower, except any and all references to the Loan Agreement in such representations, warranties and covenants shall be deemed to include the Loan Agreement as amended by this Second Amendment. All collateral previously provided to secure the Loan Agreement continues as security, and all guaranties, if any, guaranteeing obligations under the Loan Documents remain in full force and effect. This is a Second Amendment, not a novation.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
Dated: May 21, 2025.
BORROWER:
BYLINE BANCORP, INC., a Delaware corporation, successor by merger to Byline Bancorp, Inc, an Illinois corporation
NEGATIVE PLEDGE AFFIRMATION AND CONSENT
BYLINE BANCORP, INC., a Delaware corporation, successor by merger to Byline Bancorp, Inc, an Illinois corporation, its capacity as Borrower under the Negative Pledge Agreement, as may be amended, hereby consents to and agrees to the terms of the foregoing Second Amendment, as of the day and year first above written.
BYLINE BANCORP, INC., a Delaware corporation, successor by merger to Byline Bancorp, Inc, an Illinois corporation
By: /s/ Alberto Paracchini
Name/ Title: Alberto Paracchini, President
ACCEPTED AND AGREED TO: LENDER:
CIBC BANK USA
By: /s/ Charles J. Griffin
Name: _Charles J. Griffin
Title: Managing Director
[signature page of Second Amendment]