4.50% Fixed to Floating Rate Subordinated Notes due 2032
Note · Eagle Financial Services, Inc.
Reference: 4.50% Fixed to Floating Rate Subordinated Notes due 2032
- Outstanding
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- Commitment
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- Availability
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- Maturity
- Apr 1, 2032
Last reported interest terms: 4.5% 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 235 basis points Reported 2022-04-05 Later filings may not restate these terms; this does not confirm they still apply.
Verified covenant terms
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(c) · no payments shall be made
no payments shall be made by the Company with respect to the Subordinated Notes.
Springing Trigger: there shall have occurred and be continuing (i) a default in any payment with respect to any Senior Indebtedness or (ii) an event of default with respect to any Senior Indebtedness as a result of which the maturity thereof is accelerated 3.Subordination.
Full wording and supporting evidence
Source evidence: (c)If there shall have occurred and be continuing (i) a default in any payment with respect to any Senior Indebtedness or (ii) an event of default with respect to any Senior Indebtedness as a result of which the maturity thereof is accelerated, unless and until such payment default or event of default shall have been cured or waived or shall have ceased to exist, no payments shall be made by the Company with respect to the Subordinated Notes. The provisions of this paragraph shall not apply to any payment with respect to which the immediately preceding paragraph of this Section 3 (Subordination) would be applicable.
Target identity evidence: (FORM OF SUBORDINATED NOTE)
Target identity evidence: 1.Subordinated Notes. This Subordinated Note is one of an issue of notes of Eagle Financial Services, Inc., a Virginia corporation (the “Company”), designated as the “4.50% Fixed to Floating Rate Subordinated Notes due 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 (the “Issue Date”) between the Company and the several purchasers of the Subordinated Notes identified in the signature pages thereto (the “Purchase Agreement”).
Target identity evidence: EAGLE FINANCIAL SERVICES, INC.
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7 · the Company shall not
the Company 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 Company’s capital stock; (b) make any payment of principal or interest or premium, if any, on or repay, repurchase or redeem any indebtedness of the Company that ranks 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:
Springing Trigger: Upon the occurrence of an Event of Default, until such Event of Default is cured by the Company or waived by the Noteholders in accordance with Section 18 (Waiver and Consent) hereof Defined terms:
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Permitted Dividends: the foregoing clauses (i) through (v) are collectively referred to as the “Permitted Dividends”
Source evidence: (the foregoing clauses (i) through (v) are collectively referred to as the “Permitted Dividends”).
Full wording and supporting evidence
Source evidence: Upon the occurrence of an Event of Default, until such Event of Default is cured by the Company or waived by the Noteholders in accordance with Section 18 (Waiver and Consent) hereof, except as may be required by any federal or state bank regulatory agency, the Company 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 Company’s capital stock; (b) make any payment of principal or interest or premium, if any, on or repay, repurchase or redeem any indebtedness of the Company that ranks 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: (i) any dividends or distributions in shares of, or options, warrants or rights to subscribe for or purchase shares of, any class of the Company’s common stock; (ii) any declaration of a non-cash dividend in connection with the implementation of a shareholders’ rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto; (iii) as a result of a reclassification of the Company’s capital stock or the exchange or conversion of one class or series of the Company’s capital stock for another class or series of the Company’s capital stock; (iv) the purchase of fractional interests in shares of the Company’s capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged; or (v) purchases of any class of the Company’s common stock related to the issuance of common stock or rights under any benefit plans for the Company’s directors, officers or employees or any of the Company’s dividend reinvestment plans (the foregoing clauses (i) through (v) are collectively referred to as the “Permitted Dividends”).
Target identity evidence: (FORM OF SUBORDINATED NOTE)
Target identity evidence: 1.Subordinated Notes. This Subordinated Note is one of an issue of notes of Eagle Financial Services, Inc., a Virginia corporation (the “Company”), designated as the “4.50% Fixed to Floating Rate Subordinated Notes due 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 (the “Issue Date”) between the Company and the several purchasers of the Subordinated Notes identified in the signature pages thereto (the “Purchase Agreement”).
Target identity evidence: EAGLE FINANCIAL SERVICES, INC.
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Permitted Dividends: the foregoing clauses (i) through (v) are collectively referred to as the “Permitted Dividends”
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6(e) · failure of the Company to pay all or any part of the principal
the failure of the Company to pay all or any part of the principal of any of the Subordinated Notes as and when the same will become due and payable;
Springing Trigger: the failure of the Company to pay all or any part of the principal of any of the Subordinated Notes as and when the same will become due and payable 6.Events of Default; Acceleration.
Full wording and supporting evidence
Source evidence: (e)the failure of the Company to pay all or any part of the principal of any of the Subordinated Notes as and when the same will become due and payable;
Target identity evidence: (FORM OF SUBORDINATED NOTE)
Target identity evidence: 1.Subordinated Notes. This Subordinated Note is one of an issue of notes of Eagle Financial Services, Inc., a Virginia corporation (the “Company”), designated as the “4.50% Fixed to Floating Rate Subordinated Notes due 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 (the “Issue Date”) between the Company and the several purchasers of the Subordinated Notes identified in the signature pages thereto (the “Purchase Agreement”).
Target identity evidence: EAGLE FINANCIAL SERVICES, INC.
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6(d) · failure of the Company to pay any installment of interest
the failure of the Company to pay any installment of interest on any of the Subordinated Notes as and when the same will become due and payable, and the continuation of such failure for a period of thirty (30) days;
Metric: continuation of such failure
Stated threshold: 30 days
Springing Trigger: the failure of the Company to pay any installment of interest on any of the Subordinated Notes as and when the same will become due and payable Exceptions: and the continuation of such failure for a period of thirty (30) days 6.Events of Default; Acceleration.
Full wording and supporting evidence
Source evidence: (d)the failure of the Company to pay any installment of interest on any of the Subordinated Notes as and when the same will become due and payable, and the continuation of such failure for a period of thirty (30) days;
Target identity evidence: (FORM OF SUBORDINATED NOTE)
Target identity evidence: 1.Subordinated Notes. This Subordinated Note is one of an issue of notes of Eagle Financial Services, Inc., a Virginia corporation (the “Company”), designated as the “4.50% Fixed to Floating Rate Subordinated Notes due 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 (the “Issue Date”) between the Company and the several purchasers of the Subordinated Notes identified in the signature pages thereto (the “Purchase Agreement”).
Target identity evidence: EAGLE FINANCIAL SERVICES, INC.
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6(g) · failure of the Company to perform any other covenant or agreement
the failure of the Company to perform any other covenant or agreement on the part of the Company contained in the Subordinated Notes, and the continuation of such failure for a period of thirty (30) days after the date on which notice specifying such failure, stating that such notice is a “Notice of Default” hereunder and demanding that the Company remedy the same, will have been given, in the manner set forth in Section 22 (Notices), to the Company by a Noteholder;
Metric: continuation of such failure
Stated threshold: 30 days
Springing Trigger: the failure of the Company to perform any other covenant or agreement on the part of the Company contained in the Subordinated Notes Exceptions: and the continuation of such failure for a period of thirty (30) days after the date on which notice specifying such failure, stating that such notice is a “Notice of Default” hereunder and demanding that the Company remedy the same, will have been given, in the manner set forth in Section 22 (Notices), to the Company by a Noteholder 6.Events of Default; Acceleration.
Full wording and supporting evidence
Source evidence: (g)the failure of the Company to perform any other covenant or agreement on the part of the Company contained in the Subordinated Notes, and the continuation of such failure for a period of thirty (30) days after the date on which notice specifying such failure, stating that such notice is a “Notice of Default” hereunder and demanding that the Company remedy the same, will have been given, in the manner set forth in Section 22 (Notices), to the Company by a Noteholder; or
Target identity evidence: (FORM OF SUBORDINATED NOTE)
Target identity evidence: 1.Subordinated Notes. This Subordinated Note is one of an issue of notes of Eagle Financial Services, Inc., a Virginia corporation (the “Company”), designated as the “4.50% Fixed to Floating Rate Subordinated Notes due 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 (the “Issue Date”) between the Company and the several purchasers of the Subordinated Notes identified in the signature pages thereto (the “Purchase Agreement”).
Target identity evidence: EAGLE FINANCIAL SERVICES, INC.
Documents and filing history
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Issuance
· 2022-04-05
Exact source document
Parent 8-K filing · 2022-04-05
2.Payment. The Company, for value received, promises to pay to [•], the principal sum of [•] Dollars (U.S.) ($[•]), 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 4 (Redemption) of this Subordinated Note (the “Fixed Rate Period”), at the rate of 4.50% 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 4 (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 235 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 (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.
Issuer evidence: 1.Subordinated Notes. This Subordinated Note is one of an issue of notes of Eagle Financial Services, Inc., a Virginia corporation (the “Company”), designated as the “4.50% Fixed to Floating Rate Subordinated Notes due 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 (the “Issue Date”) between the Company and the several purchasers of the Subordinated Notes identified in the signature pages thereto (the “Purchase Agreement”).
Supporting evidence: 1.Subordinated Notes. This Subordinated Note is one of an issue of notes of Eagle Financial Services, Inc., a Virginia corporation (the “Company”), designated as the “4.50% Fixed to Floating Rate Subordinated Notes due 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 (the “Issue Date”) between the Company and the several purchasers of the Subordinated Notes identified in the signature pages thereto (the “Purchase Agreement”).
Supporting evidence: 1.Subordinated Notes. This Subordinated Note is one of an issue of notes of Eagle Financial Services, Inc., a Virginia corporation (the “Company”), designated as the “4.50% Fixed to Floating Rate Subordinated Notes due 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 (the “Issue Date”) between the Company and the several purchasers of the Subordinated Notes identified in the signature pages thereto (the “Purchase Agreement”).