MainStreet Bancshares, Inc 8-K, filed Nov 3, 2021
MainStreet Bancshares, Inc. (MNSB)
About this 8-K
MainStreet Bancshares, Inc filed this 8-K on November 3, 2021.
Items reported
- Item 2.04: Debt obligation accelerated or increased
- Item 8.01: Other events
- Item 9.01: Financial statements and exhibits
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):
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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 Instructions A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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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:
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Depositary Shares (each representing a 1/40th |
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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 2.04 Triggering Events that Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement.
The disclosure set forth in Item 8.01 of this Current Report on Form 8-K is incorporated herein by reference.
Item 8.01 Other Events.
On November 3, 2021, MainStreet Bancshares, Inc. (the “Company”) sent notices to the holders of its 6.25% Unsecured Fixed-to-Floating Subordinated Notes due December 31, 2026 (the “Subordinated Notes”) regarding the Company’s exercise of its option to redeem, in whole, the issued and outstanding Subordinated Notes, pursuant to Section 7 of the Subordinated Notes dated December 30, 2016. The holders of the Subordinated Notes were provided with notice of the redemption, the redemption price and instructions and details related to the redemption process.
As of November 3, 2021, there was $11,400,000 in aggregate principal amount of the issued and outstanding Subordinated Notes. The Subordinated Notes will be redeemed on December 31, 2021 (the “Redemption Date”) at 100% of their principal amount, plus the accrued and unpaid interest thereon, through the Redemption Date.
A copy of the form of notice of redemption is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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Description |
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99.1 |
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Form of Notice of Redemption of Subordinated Notes Issued December 30, 2016. |
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104 |
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Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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1
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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MAINSTREET BANCSHARES, INC |
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Date: November 3, 2021 |
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By: |
/s/ Thomas J. Chmelik |
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Name: Thomas J. Chmelik |
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Title: Chief Financial Officer |
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Exhibit 99.1
________________, 2021
_____________________
_____________________
_____________________
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Attention: |
Thomas J. Chmelik |
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Executive Vice President |
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& CFO |
Re: Notice of Redemption of Subordinated Notes Issued December 30, 2016 by MainStreet Bancshares, Inc.; Redemption Date December 31, 2021
Reference is made to the 6.25% Unsecured Fixed-to-Floating Subordinated Note Due December 31, 2026 (the “Subordinated Note”), dated December 30, 2016 between MainStreet Bancshares, Inc., as issuer (the “Company”), and _______________ (“Lender”) pursuant to which the Company issued and delivered $_____ in principal amount to Lender. Capitalized terms not defined in this notice have the meanings given to them in the Subordinated Note.
Pursuant to Section 7 of the Subordinated Note, you are hereby notified that the Company has elected to redeem all of the outstanding Subordinated Notes and that:
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The redemption date shall be December 31, 2021 (the “Redemption Date”). |
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The redemption price for each Subordinated Note shall be 100% of the outstanding principal amount of the Subordinated Note plus accrued and unpaid interest thereon to the Redemption Date. |
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The Company will redeem all of the outstanding Subordinated Notes on the Redemption Date. |
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On the Redemption Date, the redemption price shall become due and payable upon each Subordinated Note, and interest thereon shall cease to accrue after that date, each Subordinated Note will no longer be deemed outstanding and all rights with respect to the Subordinated Notes will cease and terminate. |
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The address where the Subordinated Notes are to be surrendered for payment of the Redemption Price is: |
MainStreet Bancshares, Inc.
10089 Fairfax Boulevard
Fairfax, VA 22030
Attn: Thomas J. Chmelik
Telephone: (703) 481-4540
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The Subordinated Notes must be surrendered to the Company to collect the redemption price. |
Lenders should consult their tax advisors regarding the withholding and other tax consequences of the redemption.
If you have any questions with respect to this matter, or if you wish to confirm the outstanding principal amount of the Subordinated Note or the accrued and unpaid interest thereon to the Redemption Date, please contact:
Thomas J. Chmelik: by telephone at (703) 481-4540, or by email at tchmelik@mstreetbank.com.