4.75% Fixed-to-Floating Rate Subordinated Notes due April 1, 2032
Note · Citizens Community Bancorp, Inc.
Reference: 4.75% Fixed-to-Floating Rate Subordinated Notes due April 1, 2032
- Outstanding
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- Commitment
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- Availability
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- Maturity
- Apr 1, 2032
Last reported interest terms: 4.75% 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 329 basis points Reported 2022-03-14 Later filings may not restate these terms; this does not confirm they still apply.
Verified covenant terms
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8. Failure to Make Payment · shall not (a) declare or pay any dividends
the Issuer shall not (a) declare or pay any dividends or distributions on, or redeem, purchase, acquire, or make a liquidation payment with respect to, any of the Issuer’s capital stock
Springing Trigger: Upon the occurrence of a failure by the Issuer to make any required payment of principal or interest on the Subordinated Note, or an Event of Default until such Event of Default is cured by the Issuer Exceptions: other than to the extent not prohibited under Section 5.2.5 of the Purchase Agreement (as amended from time to time) 8. Failure to Make Payment.
Full wording and supporting evidence
Source evidence: Upon the occurrence of a failure by the Issuer to make any required payment of principal or interest on the Subordinated Note, or an Event of Default until such Event of Default is cured by the Issuer, the Issuer shall not (a) declare or pay any dividends or distributions on, or redeem, purchase, acquire, or make a liquidation payment with respect to, any of the Issuer’s capital stock, (b) make any payment of principal or interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Issuer that rank equal with or junior to the Subordinated Notes, or (c) make any payments under any guarantee that ranks equal with or junior to the Subordinated Notes, other than to the extent not prohibited under Section 5.2.5 of the Purchase Agreement (as amended from time to time).
Target identity evidence: EXHIBIT 4.2 FORM OF SUBORDINATED NOTE 4.75% Fixed to Floating Rate Subordinated Note due April 1, 2032
Target identity evidence: Date: March 11, 2022 Principal Amount: $[●],000,000 Cert. No. [●] CUSIP: 174903 AE4 CITIZENS COMMUNITY BANCORP, INC. 4.75% Fixed-to-Floating Rate Subordinated Note due April 1, 2032
Target identity evidence: This Subordinated Note is one of an issue of notes of CITIZENS COMMUNITY BANCORP, INC., a Maryland corporation (the “Issuer”), designated as the “4.75% Fixed-to-Floating Rate Subordinated Notes due April 1, 2032” (the “Subordinated Notes”) issued pursuant to that Subordinated Note Purchase Agreement dated as of the date upon which this Subordinated Note was originally issued between the Issuer and the several purchasers of the Subordinated Notes identified in the signature pages thereto (the “Purchase Agreement”).
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18. Waiver and Consent · the Issuer will immediately notify the Noteholder
the Issuer will immediately notify the Noteholder
Springing Trigger: If all or any portion of the Subordinated Notes ceases to be deemed to be Tier 2 Capital, other than due to the limitation imposed on the capital treatment of subordinated debt during the five (5) years immediately preceding the Maturity Date of the Subordinated Notes Exceptions: other than due to the limitation imposed on the capital treatment of subordinated debt during the five (5) years immediately preceding the Maturity Date of the Subordinated Notes 18. Waiver and Consent.
Full wording and supporting evidence
Source evidence: If all or any portion of the Subordinated Notes ceases to be deemed to be Tier 2 Capital, other than due to the limitation imposed on the capital treatment of subordinated debt during the five (5) years immediately preceding the Maturity Date of the Subordinated Notes, the Issuer will immediately notify the Noteholder, and thereafter the Issuer and the Noteholder will work together in good faith to execute and deliver all agreements as reasonably necessary in order to restructure the applicable portions of the obligations evidenced by this Subordinated Note to qualify as Tier 2 Capital, if requested by the issuer.
Target identity evidence: EXHIBIT 4.2 FORM OF SUBORDINATED NOTE 4.75% Fixed to Floating Rate Subordinated Note due April 1, 2032
Target identity evidence: Date: March 11, 2022 Principal Amount: $[●],000,000 Cert. No. [●] CUSIP: 174903 AE4 CITIZENS COMMUNITY BANCORP, INC. 4.75% Fixed-to-Floating Rate Subordinated Note due April 1, 2032
Target identity evidence: This Subordinated Note is one of an issue of notes of CITIZENS COMMUNITY BANCORP, INC., a Maryland corporation (the “Issuer”), designated as the “4.75% Fixed-to-Floating Rate Subordinated Notes due April 1, 2032” (the “Subordinated Notes”) issued pursuant to that Subordinated Note Purchase Agreement dated as of the date upon which this Subordinated Note was originally issued between the Issuer and the several purchasers of the Subordinated Notes identified in the signature pages thereto (the “Purchase Agreement”).
Documents and filing history
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Issuance
· 2022-03-14
Exact source document
Parent 8-K filing · 2022-03-14
1 Date: March 11, 2022 Principal Amount: $[●],000,000 Cert. No. [●] CUSIP: 174903 AE4 CITIZENS COMMUNITY BANCORP, INC. 4.75% Fixed-to-Floating Rate Subordinated Note due April 1, 2032 1. Subordinated Notes. This Subordinated Note is one of an issue of notes of CITIZENS COMMUNITY BANCORP, INC., a Maryland corporation (the “Issuer”), designated as the “4.75% Fixed-to-Floating Rate Subordinated Notes due April 1, 2032” (the “Subordinated Notes”) issued pursuant to that Subordinated Note Purchase Agreement dated as of the date upon which this Subordinated Note was originally issued between the Issuer and the several purchasers of the Subordinated Notes identified in the signature pages thereto (the “Purchase Agreement”). 2. Payment. The Issuer, for value received, promises to pay to [●], or its registered assigns, the principal sum of [●] Dollars (U.S.) ($[●],000,000), plus accrued but unpaid interest on April 1, 2032 (the “Maturity Date”) and to pay interest thereon (i) from and including the original issue date of the Subordinated Notes to but excluding April 1, 2027 or the earlier redemption date contemplated by Section 9 (Redemption) of this Subordinated Note (the “Fixed Rate Period”), at the rate of 4.75% per annum, computed on the basis of a 360-day year consisting of twelve 30-day months and payable semi-annually in arrears on April 1 and October 1 of each year (each payment date, a “Fixed Interest Payment Date”), beginning October 1, 2022, and (ii) from and including April 1, 2027 to but excluding the Maturity Date or earlier redemption date contemplated by Section 9 (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 329 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 January 1, April 1, July 1 and October 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. (a) An “Interest Payment Date” is either a Fixed Interest Payment Date or a Floating Interest Payment Date, as applicable. (b) The “Floating Interest Rate” means: (i) initially Three-Month Term SOFR (as defined below). (ii) Notwithstanding the foregoing clause (i) of this Section 2(b): (1) If the Calculation Agent, determines prior to the relevant Floating Interest Determination Date that a Benchmark Transition Event and its related Benchmark
Issuer evidence: EXHIBIT 4.2 FORM OF SUBORDINATED NOTE 4.75% Fixed to Floating Rate Subordinated Note due April 1, 2032 THIS OBLIGATION (THIS “SUBORDINATED NOTE”) IS NOT A DEPOSIT AND IS NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION (THE “FDIC”) OR ANY OTHER GOVERNMENT AGENCY OR FUND. THE INDEBTEDNESS EVIDENCED BY THIS SUBORDINATED NOTE IS SUBORDINATED AND JUNIOR IN RIGHT OF PAYMENT TO THE CLAIMS OF CREDITORS (OTHER THAN CREDITORS OF EXISTING OR FUTURE SUBORDINATED DEBT) OF CITIZENS COMMUNITY BANCORP, INC. (THE “ISSUER”), INCLUDING OBLIGATIONS OF THE ISSUER TO ITS GENERAL AND SECURED CREDITORS AND IS UNSECURED. IT IS INELIGIBLE AS COLLATERAL FOR ANY EXTENSION OF CREDIT BY THE ISSUER OR ANY OF ITS SUBSIDIARIES. IN THE EVENT OF LIQUIDATION ALL CREDITORS OF THE ISSUER (OTHER THAN CREDITORS OF EXISTING AND FUTURE SUBORDINATED INDEBTEDNESS OF THE ISSUER) SHALL BE ENTITLED TO BE PAID IN FULL WITH SUCH INTEREST AS MAY BE PROVIDED BY LAW BEFORE ANY PAYMENT SHALL BE MADE ON ACCOUNT OF PRINCIPAL OF OR INTEREST ON THIS SUBORDINATED NOTE. AFTER PAYMENT IN FULL OF ALL SUMS OWING TO SUCH CREDITORS, THE HOLDER OF THIS SUBORDINATED NOTE AND THE HOLDERS OF OTHER OBLIGATIONS RANKING PARI PASSU WITH THIS SUBORDINATED NOTE SHALL BE ENTITLED TO BE PAID FROM THE REMAINING ASSETS OF THE ISSUER THE UNPAID PRINCIPAL AMOUNT OF THIS SUBORDINATED NOTE PLUS ACCRUED AND UNPAID INTEREST THEREON BEFORE ANY PAYMENT OR OTHER DISTRIBUTION, WHETHER IN CASH, PROPERTY OR OTHERWISE, SHALL BE MADE ON ACCOUNT OF ANY SHARES OF CAPITAL STOCK OF THE ISSUER. THIS SUBORDINATED NOTE WILL BE ISSUED AND MAY BE TRANSFERRED ONLY IN MINIMUM DENOMINATIONS OF $100,000 AND MULTIPLES OF $10,000 IN EXCESS THEREOF. ANY ATTEMPTED TRANSFER OF THIS SUBORDINATED NOTE IN A DENOMINATION OF LESS THAN $100,000 SHALL BE DEEMED TO BE VOID AND OF NO LEGAL EFFECT WHATSOEVER. ANY SUCH PURPORTED TRANSFEREE SHALL BE DEEMED NOT TO BE THE HOLDER OF THIS SUBORDINATED NOTE FOR ANY PURPOSE, INCLUDING, BUT NOT LIMITED TO, THE RECEIPT OF PAYMENTS ON THIS SUBORDINATED NOTE, AND SUCH PURPORTED TRANSFEREE SHALL BE DEEMED TO HAVE NO INTEREST WHATSOEVER IN THIS SUBORDINATED NOTE. THIS SUBORDINATED NOTE (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND THIS SUBORDINATED NOTE MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER OF THIS SUBORDINATED NOTE IS HEREBY NOTIFIED THAT THE SELLER OF THIS SUBORDINATED NOTE MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER.
Supporting evidence: 1 Date: March 11, 2022 Principal Amount: $[●],000,000 Cert. No. [●] CUSIP: 174903 AE4 CITIZENS COMMUNITY BANCORP, INC. 4.75% Fixed-to-Floating Rate Subordinated Note due April 1, 2032 1. Subordinated Notes. This Subordinated Note is one of an issue of notes of CITIZENS COMMUNITY BANCORP, INC., a Maryland corporation (the “Issuer”), designated as the “4.75% Fixed-to-Floating Rate Subordinated Notes due April 1, 2032” (the “Subordinated Notes”) issued pursuant to that Subordinated Note Purchase Agreement dated as of the date upon which this Subordinated Note was originally issued between the Issuer and the several purchasers of the Subordinated Notes identified in the signature pages thereto (the “Purchase Agreement”). 2. Payment. The Issuer, for value received, promises to pay to [●], or its registered assigns, the principal sum of [●] Dollars (U.S.) ($[●],000,000), plus accrued but unpaid interest on April 1, 2032 (the “Maturity Date”) and to pay interest thereon (i) from and including the original issue date of the Subordinated Notes to but excluding April 1, 2027 or the earlier redemption date contemplated by Section 9 (Redemption) of this Subordinated Note (the “Fixed Rate Period”), at the rate of 4.75% per annum, computed on the basis of a 360-day year consisting of twelve 30-day months and payable semi-annually in arrears on April 1 and October 1 of each year (each payment date, a “Fixed Interest Payment Date”), beginning October 1, 2022, and (ii) from and including April 1, 2027 to but excluding the Maturity Date or earlier redemption date contemplated by Section 9 (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 329 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 January 1, April 1, July 1 and October 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. (a) An “Interest Payment Date” is either a Fixed Interest Payment Date or a Floating Interest Payment Date, as applicable. (b) The “Floating Interest Rate” means: (i) initially Three-Month Term SOFR (as defined below). (ii) Notwithstanding the foregoing clause (i) of this Section 2(b): (1) If the Calculation Agent, determines prior to the relevant Floating Interest Determination Date that a Benchmark Transition Event and its related Benchmark
Supporting evidence: 1 Date: March 11, 2022 Principal Amount: $[●],000,000 Cert. No. [●] CUSIP: 174903 AE4 CITIZENS COMMUNITY BANCORP, INC. 4.75% Fixed-to-Floating Rate Subordinated Note due April 1, 2032 1. Subordinated Notes. This Subordinated Note is one of an issue of notes of CITIZENS COMMUNITY BANCORP, INC., a Maryland corporation (the “Issuer”), designated as the “4.75% Fixed-to-Floating Rate Subordinated Notes due April 1, 2032” (the “Subordinated Notes”) issued pursuant to that Subordinated Note Purchase Agreement dated as of the date upon which this Subordinated Note was originally issued between the Issuer and the several purchasers of the Subordinated Notes identified in the signature pages thereto (the “Purchase Agreement”). 2. Payment. The Issuer, for value received, promises to pay to [●], or its registered assigns, the principal sum of [●] Dollars (U.S.) ($[●],000,000), plus accrued but unpaid interest on April 1, 2032 (the “Maturity Date”) and to pay interest thereon (i) from and including the original issue date of the Subordinated Notes to but excluding April 1, 2027 or the earlier redemption date contemplated by Section 9 (Redemption) of this Subordinated Note (the “Fixed Rate Period”), at the rate of 4.75% per annum, computed on the basis of a 360-day year consisting of twelve 30-day months and payable semi-annually in arrears on April 1 and October 1 of each year (each payment date, a “Fixed Interest Payment Date”), beginning October 1, 2022, and (ii) from and including April 1, 2027 to but excluding the Maturity Date or earlier redemption date contemplated by Section 9 (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 329 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 January 1, April 1, July 1 and October 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. (a) An “Interest Payment Date” is either a Fixed Interest Payment Date or a Floating Interest Payment Date, as applicable. (b) The “Floating Interest Rate” means: (i) initially Three-Month Term SOFR (as defined below). (ii) Notwithstanding the foregoing clause (i) of this Section 2(b): (1) If the Calculation Agent, determines prior to the relevant Floating Interest Determination Date that a Benchmark Transition Event and its related Benchmark