7.00% Fixed-to-Floating Rate Subordinated Notes due November 1, 2032
Note · Coastal Financial Corporation
Reference: 7.00% Fixed-to-Floating Rate Subordinated Notes due November 1, 2032
- Outstanding
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- Commitment
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- Availability
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- Maturity
- Nov 1, 2032
Last reported interest terms: 7% Reported 2022-11-01 Later filings may not restate these terms; this does not confirm they still apply.
Verified covenant terms
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4(a) · shall not be redeemable
(a) Redemption Prior to Fifth Anniversary. This Subordinated Note shall not be redeemable by the Company in whole or in part prior to the fifth anniversary of the Issue Date, except in the event of: (i) a Tier 2 Capital Event (as defined below); (ii) a Tax Event (as defined below); or (iii) an Investment Company Event (as defined below).
4. Redemption.
Full wording and supporting evidence
Source evidence: (a) Redemption Prior to Fifth Anniversary. This Subordinated Note shall not be redeemable by the Company in whole or in part prior to the fifth anniversary of the Issue Date, except in the event of: (i) a Tier 2 Capital Event (as defined below); (ii) a Tax Event (as defined below); or (iii) an Investment Company Event (as defined below). Upon the occurrence of a Tier 2 Capital Event, a Tax Event or an Investment Company Event, subject to Section 4(f) below, the Company may redeem this Subordinated Note in whole, but not in part, at any time, upon giving not less than ten (10) calendar days’ notice to the Noteholders at an amount equal to 100% of the outstanding principal amount being redeemed plus accrued and unpaid interest, to but excluding the redemption date. “Tier 2 Capital Event” means the receipt by the Company of an opinion of counsel to the Company to the effect that there is a material risk that the Subordinated Note no longer qualifies to be eligible for treatment as “Tier 2” Capital (as defined by the Federal Reserve) (or its then equivalent) as a result of a change in law or regulation, or interpretation or application of law or regulation by any judicial, legislative or regulatory authority that becomes effective after the Issue Date. “Tax Event” means the receipt by the Company of an opinion of counsel to the Company that as a result of any amendment to, or change (including any final and adopted (or enacted) prospective change) in, the laws (or any regulations thereunder) of the United States or any political subdivision or taxing authority thereof or therein, or as a result of any official administrative pronouncement or judicial decision interpreting or applying such laws or regulations, there is a material risk that interest payable by the Company on the Subordinated Notes is not, or within 120 days after the receipt of such opinion will not be, deductible by the Company, in whole or in part, for United States federal income tax purposes. “Investment Company Event” means the receipt by the Company of an opinion of counsel to the Company to the effect that there is a material risk that the Company is or, within 120 days after the receipt of such opinion will be, required to register as an investment company pursuant to the Investment Company Act of 1940, as amended.
Target identity evidence: 1. Subordinated Notes. This Subordinated Note is one of an issue of notes of Coastal Financial Corporation, a Washington corporation (the “Company”) designated as the “7.00% Fixed-to-Floating Rate Subordinated Notes due November 1, 2032” (the “Subordinated Notes”) issued pursuant to that Subordinated Note Purchase Agreement, dated as of November 1, 2022, by and between the Company and the purchaser of the Subordinated Notes identified on the signature pages thereto (the “Purchase Agreement”).
Documents and filing history
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Issuance
· 2022-11-01
Exact source document
Parent 8-K filing · 2022-11-01
1. Subordinated Notes. This Subordinated Note is one of an issue of notes of Coastal Financial Corporation, a Washington corporation (the “Company”) designated as the “7.00% Fixed-to-Floating Rate Subordinated Notes due November 1, 2032” (the “Subordinated Notes”) issued pursuant to that Subordinated Note Purchase Agreement, dated as of November 1, 2022, by and between the Company and the purchaser of the Subordinated Notes identified on the signature pages thereto (the “Purchase Agreement”).
Issuer evidence: 1. Subordinated Notes. This Subordinated Note is one of an issue of notes of Coastal Financial Corporation, a Washington corporation (the “Company”) designated as the “7.00% Fixed-to-Floating Rate Subordinated Notes due November 1, 2032” (the “Subordinated Notes”) issued pursuant to that Subordinated Note Purchase Agreement, dated as of November 1, 2022, by and between the Company and the purchaser of the Subordinated Notes identified on the signature pages thereto (the “Purchase Agreement”).
Supporting evidence: 1. Subordinated Notes. This Subordinated Note is one of an issue of notes of Coastal Financial Corporation, a Washington corporation (the “Company”) designated as the “7.00% Fixed-to-Floating Rate Subordinated Notes due November 1, 2032” (the “Subordinated Notes”) issued pursuant to that Subordinated Note Purchase Agreement, dated as of November 1, 2022, by and between the Company and the purchaser of the Subordinated Notes identified on the signature pages thereto (the “Purchase Agreement”).
Supporting evidence: 1. Subordinated Notes. This Subordinated Note is one of an issue of notes of Coastal Financial Corporation, a Washington corporation (the “Company”) designated as the “7.00% Fixed-to-Floating Rate Subordinated Notes due November 1, 2032” (the “Subordinated Notes”) issued pursuant to that Subordinated Note Purchase Agreement, dated as of November 1, 2022, by and between the Company and the purchaser of the Subordinated Notes identified on the signature pages thereto (the “Purchase Agreement”).