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”).
On May 24, 2024, the Company entered into the First Amendment to the Second Amended and Restated Term Loan and Revolving Credit Agreement (the “Amendment") with the Lender, which is effective May 26, 2024, and provides 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.
The foregoing description of the Amendment is only a brief summary and is qualified in its entirety by the complete terms of the 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 30, 2024 |
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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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EXHIBIT 10.1
FIRST AMENDMENT TO
SECOND AMENDED AND RESTATED TERM LOAN AND REVOLVING CREDIT AGREEMENT
THIS FIRST AMENDMENT TO SECOND AMENDED AND RESTATED TERM LOAN AND REVOLVING CREDIT AGREEMENT is dated May 24, 2024, but effective May 26, 2024 (the “First 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:
A. The Borrower and the Lender have heretofore executed a Second Amended and Restated Revolving Credit Agreement dated May 26, 2023 (as amended from time to time, collectively, the “Loan Agreement”), which may be further amended from time to time, and the Borrower (and if applicable, certain third parties) has executed a Negative Pledge Agreement dated October 11, 2018, as amended by First Amendment thereto dated October 9, 2020, and as amended by Second Amendment thereto dated May 26, 2023, an Eighth Amended Revolving Note dated May 26, 2023, a Term Note dated May 26, 2023, and such other documents which may or may not be identified in the Loan Agreement and certain other related documents (collectively, together with the Loan Agreement, the “Loan Documents”), setting forth the terms and conditions upon which the Borrower may obtain loans from time to time as provided by (a) a revolving line-of-credit facility (the “Revolving Loans”) in the principal amount of up to Fifteen Million and 00/100ths Dollars ($15,000,000.00), and (b) a term loan facility (the “Term Loan”) in the principal amount of up to Twenty Million and 00/100ths Dollars ($20,000,000.00), as may be amended from time to time.
B. The Borrower has requested and the Lender has agreed to extend the maturity date of the Revolving Loans and to make certain modifications to the Loan Agreement and Loan Documents as described below.
C. The Lender has agreed to such modifications, but only on the terms and conditions outlined in this First Amendment.
AGREEMENTS:
““Revolving Loan Maturity Date” means the earlier to occur of May 25, 2025, or the Termination Date.”
The Borrower has executed a Ninth Amended Revolving Note to reflect that the Revolving Loan Maturity Date is May 25,2025.
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Dated: May 24, 2024.
BORROWER:
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
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 First 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 First Amendment]
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