3.50% Fixed-to-Floating Rate Subordinated Notes due April 15, 2031
Note · Old Second Bancorp, Inc.
Reference: 3.50% Fixed-to-Floating Rate Subordinated Notes due April 15, 2031
- Original principal
- USD 60,000,000
- Outstanding
- —
- Commitment
- —
- Availability
- —
- Maturity
- Apr 15, 2031
Last reported interest terms: 3.5% the interest rate will reset quarterly to an interest rate per annum equal to Three-Month Term SOFR (as defined in the Note) plus 273 basis points, payable quarterly in arrears. Reported 2021-04-08 Later filings may not restate these terms; this does not confirm they still apply.
Verified covenant terms
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Section 5(e) · Events of Default; Acceleration
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
5.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: 1.Subordinated Notes. This Subordinated Note is one of an issue of notes of Old Second Bancorp, Inc., a Delaware corporation (the “Company”) designated as the “3.50% Fixed-to-Floating Rate Subordinated Notes due April 15, 2031” (the “Subordinated Notes”) issued pursuant to that Subordinated Note Purchase Agreement, dated as of April 6, 2021, by and among the Company and the several purchasers of the Subordinated Notes identified on the signature pages thereto (the “Purchase Agreement”).
Target identity evidence: This is one of the Notes referred to in the Fiscal and Paying Agency Agreement between OLD SECOND BANCORP, INC. and U.S. BANK NATIONAL ASSOCIATION as Fiscal and Paying Agent dated as of April 6, 2021.
Target identity evidence: **OLD SECOND BANCORP, INC.**
Target identity evidence: **SUBORDINATED NOTE**
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Section 5(d) · Events of Default; Acceleration
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 30 days
5.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 30 days;
Target identity evidence: 1.Subordinated Notes. This Subordinated Note is one of an issue of notes of Old Second Bancorp, Inc., a Delaware corporation (the “Company”) designated as the “3.50% Fixed-to-Floating Rate Subordinated Notes due April 15, 2031” (the “Subordinated Notes”) issued pursuant to that Subordinated Note Purchase Agreement, dated as of April 6, 2021, by and among the Company and the several purchasers of the Subordinated Notes identified on the signature pages thereto (the “Purchase Agreement”).
Target identity evidence: This is one of the Notes referred to in the Fiscal and Paying Agency Agreement between OLD SECOND BANCORP, INC. and U.S. BANK NATIONAL ASSOCIATION as Fiscal and Paying Agent dated as of April 6, 2021.
Target identity evidence: **OLD SECOND BANCORP, INC.**
Target identity evidence: **SUBORDINATED NOTE**
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Section 5(g) · Events of Default; Acceleration
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 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, to the Company by a Noteholder
5.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 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, to the Company by a Noteholder; or
Target identity evidence: 1.Subordinated Notes. This Subordinated Note is one of an issue of notes of Old Second Bancorp, Inc., a Delaware corporation (the “Company”) designated as the “3.50% Fixed-to-Floating Rate Subordinated Notes due April 15, 2031” (the “Subordinated Notes”) issued pursuant to that Subordinated Note Purchase Agreement, dated as of April 6, 2021, by and among the Company and the several purchasers of the Subordinated Notes identified on the signature pages thereto (the “Purchase Agreement”).
Target identity evidence: This is one of the Notes referred to in the Fiscal and Paying Agency Agreement between OLD SECOND BANCORP, INC. and U.S. BANK NATIONAL ASSOCIATION as Fiscal and Paying Agent dated as of April 6, 2021.
Target identity evidence: **OLD SECOND BANCORP, INC.**
Target identity evidence: **SUBORDINATED NOTE**
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Section 7(g) · Tier 2 Capital
if all or any portion of the Subordinated Notes ceases to be eligible, or there is a material risk that the Subordinated Note will cease to be eligible, to qualify as 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 Stated Maturity of the Subordinated Notes, the Company will promptly notify the Noteholder
Exceptions: other than due to the limitation imposed on the capital treatment of subordinated debt during the five (5) years immediately preceding the Stated Maturity of the Subordinated Notes 7.Affirmative Covenants of the Company.
Full wording and supporting evidence
Source evidence: (g)[]()Tier 2 Capital. Whether or not the Company is subject to consolidated capital requirements under applicable regulations of the Federal Reserve, if all or any portion of the Subordinated Notes ceases to be eligible, or there is a material risk that the Subordinated Note will cease to be eligible, to qualify as 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 Stated Maturity of the Subordinated Notes, the Company will promptly notify the Noteholder and thereafter, subject to the Company’s right to redeem the Subordinated Notes under such circumstances pursuant to the terms of the Subordinated Notes, if requested by the Company, the Company 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 the Subordinated Notes to be eligible to qualify as Tier 2 Capital; *provided*, *however*, that nothing contained in this Section 7(g) shall limit the Company’s right to redeem the Subordinated Notes upon the occurrence of a Tier 2 Capital Event pursuant to Section 4(a) or Section 4(b).
Target identity evidence: 1.Subordinated Notes. This Subordinated Note is one of an issue of notes of Old Second Bancorp, Inc., a Delaware corporation (the “Company”) designated as the “3.50% Fixed-to-Floating Rate Subordinated Notes due April 15, 2031” (the “Subordinated Notes”) issued pursuant to that Subordinated Note Purchase Agreement, dated as of April 6, 2021, by and among the Company and the several purchasers of the Subordinated Notes identified on the signature pages thereto (the “Purchase Agreement”).
Target identity evidence: This is one of the Notes referred to in the Fiscal and Paying Agency Agreement between OLD SECOND BANCORP, INC. and U.S. BANK NATIONAL ASSOCIATION as Fiscal and Paying Agent dated as of April 6, 2021.
Target identity evidence: **OLD SECOND BANCORP, INC.**
Target identity evidence: **SUBORDINATED NOTE**
Documents and filing history
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Issuance
· 2021-04-06
Original principal USD 60,000,000 Exact source document
Parent 8-K filing · 2021-04-08
On April 6, 2021, Old Second Bancorp, Inc. (the “Company”) entered into Subordinated Note Purchase Agreements (collectively, the “Purchase Agreement”) with certain qualified institutional buyers (the “Purchasers”) pursuant to which the Company sold and issued $60.0 million in aggregate principal amount of its 3.50% Fixed-to-Floating Rate Subordinated Notes due April 15, 2031 (the “Notes”). The Notes were offered and sold by the Company to eligible purchasers in a private offering in reliance on the exemption from the registration requirements of Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”) and the provisions of Regulation D promulgated thereunder (the “Private Placement”). The Company intends to use the net proceeds from the offering for general corporate purposes, which may include, without limitation, the redemption of existing senior debt, common stock repurchases and strategic acquisitions.
Issuer evidence: On April 6, 2021, Old Second Bancorp, Inc. (the “Company”) entered into Subordinated Note Purchase Agreements (collectively, the “Purchase Agreement”) with certain qualified institutional buyers (the “Purchasers”) pursuant to which the Company sold and issued $60.0 million in aggregate principal amount of its 3.50% Fixed-to-Floating Rate Subordinated Notes due April 15, 2031 (the “Notes”). The Notes were offered and sold by the Company to eligible purchasers in a private offering in reliance on the exemption from the registration requirements of Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”) and the provisions of Regulation D promulgated thereunder (the “Private Placement”). The Company intends to use the net proceeds from the offering for general corporate purposes, which may include, without limitation, the redemption of existing senior debt, common stock repurchases and strategic acquisitions.
Supporting evidence: The Notes will bear interest at a fixed annual rate of 3.50%, from and including the date of issuance to but excluding April 15, 2026, payable semi-annually in arrears. From and including April 15, 2026 to, but excluding the maturity date or early redemption date, the interest rate will reset quarterly to an interest rate per annum equal to Three-Month Term SOFR (as defined in the Note) plus 273 basis points, payable quarterly in arrears. As provided in the Notes, under specified conditions the interest rate on the Notes during the applicable floating rate period may be determined based on a rate other than Three-Month Term SOFR.
Supporting evidence: The Notes have a stated maturity date of April 15, 2031 and are redeemable, in whole or in part, on April 15, 2026, on any interest payment date thereafter, and at any time upon the occurrence of certain events. The Purchase Agreement contains certain customary representations, warranties and covenants made by the Company, on the one hand, and the Purchasers, severally and not jointly, on the other hand. The Notes are not entitled to the benefit of any sinking fund and are not convertible into or exchangeable for any of the equity securities, other securities or assets of the Company or any of its subsidiaries.
Supporting evidence: On April 6, 2021, Old Second Bancorp, Inc. (the “Company”) entered into Subordinated Note Purchase Agreements (collectively, the “Purchase Agreement”) with certain qualified institutional buyers (the “Purchasers”) pursuant to which the Company sold and issued $60.0 million in aggregate principal amount of its 3.50% Fixed-to-Floating Rate Subordinated Notes due April 15, 2031 (the “Notes”). The Notes were offered and sold by the Company to eligible purchasers in a private offering in reliance on the exemption from the registration requirements of Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”) and the provisions of Regulation D promulgated thereunder (the “Private Placement”). The Company intends to use the net proceeds from the offering for general corporate purposes, which may include, without limitation, the redemption of existing senior debt, common stock repurchases and strategic acquisitions.
Supporting evidence: On April 6, 2021, Old Second Bancorp, Inc. (the “Company”) entered into Subordinated Note Purchase Agreements (collectively, the “Purchase Agreement”) with certain qualified institutional buyers (the “Purchasers”) pursuant to which the Company sold and issued $60.0 million in aggregate principal amount of its 3.50% Fixed-to-Floating Rate Subordinated Notes due April 15, 2031 (the “Notes”). The Notes were offered and sold by the Company to eligible purchasers in a private offering in reliance on the exemption from the registration requirements of Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”) and the provisions of Regulation D promulgated thereunder (the “Private Placement”). The Company intends to use the net proceeds from the offering for general corporate purposes, which may include, without limitation, the redemption of existing senior debt, common stock repurchases and strategic acquisitions.