SUMMIT FINANCIAL GROUP, INC. : entering into a material definitive agreement, creating a direct financial obligation or an obligation under an off-balance sheet arrangement of a holder, disclosure of FD settlement, financial statements and supporting documents (Form 8-K)



Item 1.01 Conclusion of a Material Definitive Agreement.

On November 16, 2021, Summit Financial Group, Inc. (the "Company") entered into
a Subordinated Note Purchase Agreement (the "Purchase Agreement") with certain
institutional "accredited investors," as such term is defined in Rule 501 of
Regulation D promulgated by the Securities and Exchange Commission (the "SEC")
under the Securities Act of 1933, as amended (the "Securities Act"), and
"qualified institutional buyers," as defined in Rule 144A promulgated by the SEC
under the Securities Act (collectively, the "Purchasers"). Under the terms of
the Purchase Agreement with the Purchasers, the Company issued and sold $75.0
million in aggregate principal amount of its 3.25% Fixed-to-Floating Rate
Subordinated Notes due 2031 (the "Notes"). The Notes were issued by the Company
to the Purchasers at a price equal to 100% of their face amount.

The Notes were offered and sold by the Company in a private placement
transaction in reliance on exemptions from the registration requirements of the
Securities Act, pursuant to Section 4(a)(2) of the Securities Act and Rule
506(b) of Regulation D promulgated by the SEC thereunder. The Company intends to
use the net proceeds it received from the sale of the Notes for general
corporate purposes, which may include common stock repurchases, organic growth
and strategic initiatives, such as acquisitions. 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

The Notes mature on December 1, 2031 and bear interest at a fixed rate of 3.25%
per year, from November 16, 2021 to, but excluding, December 1, 2026, payable
semi-annually in arrears. From and including December 1, 2026 to, but excluding,
the maturity date or early redemption date, the interest rate will reset
quarterly at a variable rate equal to the then current three-month Secured
Overnight Financing Rate ("SOFR"), as published by the Federal Reserve Bank of
New York, plus 230 basis points, payable quarterly in arrears. As provided in
the Notes, 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.

Prior to December 1, 2026, the Company may redeem the Notes, in whole but not in
part, only under certain limited circumstances set forth in the Indenture. On or
after December 1, 2026, the Company may redeem the Notes, in whole or in part,
at its option, on any interest payment date. Any redemption by the Company would
be at a redemption price equal to 100% of the principal amount of the Notes
being redeemed, together with any accrued and unpaid interest on the Notes being
redeemed and any additional interest, if any, thereon to but excluding the date
of redemption. The Notes are not subject to redemption at the option of the

Principal and interest on the Notes are subject to acceleration only in limited
circumstances in the case of certain bankruptcy and insolvency-related events
with respect to the Company. The Notes are unsecured, subordinated obligations
of the Company, are not obligations of, and are not guaranteed by, any
subsidiary of the Company, and rank junior in right of payment to the Company's
current and future senior indebtedness. The Notes are intended to qualify as
Tier 2 capital of the Company for regulatory capital purposes.

The Notes were issued under an Indenture, dated November 16, 2021 (the
"Indenture"), by and between the Company and UMB Bank, N.A., as trustee (the
"Trustee"). The Notes are not subject to any sinking fund and are not
convertible into or exchangeable, other than pursuant to the Exchange Offer (as
defined below), for any other securities or assets of the Company or any of its

On November 16, 2021, in connection with the sale and issuance of the Notes, the
Company entered into a Registration Rights Agreement (the "Registration Rights
Agreement") with the Purchasers. Under the terms of the Registration Rights
Agreement, the Company has agreed to take certain actions to provide for the
exchange of the Notes for subordinated notes that are registered under the
Securities Act and have substantially the same terms as the Notes (the "Exchange
Offer"). Under certain circumstances, if the Company fails to meet its
obligations under the Registration Rights Agreement, it would be required to pay
additional interest to the holders of the Notes.

The forms of the Purchase Agreement, Registration Rights Agreement, the
Indenture and the Notes are attached as Exhibits 10.1, 10.2, 4.1 and 4.2,
respectively, to this Current Report on Form 8-K (this "Form 8-K") and are
incorporated herein by reference. The foregoing descriptions of the Purchase
Agreement, the Registration Rights Agreement, the Indenture and the Notes are
summaries and are qualified in their entirety by reference to the full text of
such documents.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth under Item 1.01 and the full text of the Indenture and
form of Notes, which are attached hereto as Exhibits 4.1 and 4.2, respectively,
are incorporated by reference into this Item 2.03.


Article 7.01 Regulation FD Disclosure.

At November 16, 2021, the Company has issued a press release announcing the completion of the offering of the Notes, a copy of which is attached as Exhibit 99.1 to this Form 8-K.

In connection with the offering of the Notes, the Company delivered an investor
presentation to potential investors on a confidential basis, a copy of which is
furnished herewith as Exhibit 99.2 to this Form 8-K.

In accordance with General Instruction B.2 of Form 8-K, the information in Item
7.01 of this Form 8-K, including Exhibits 99.1 and 99.2 furnished herewith,
shall not be deemed "filed" for the purposes of Section 18 of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to
the liabilities of that section. The information in Item 7.01 of this Form 8-K,
including Exhibits 99.1 and 99.2 furnished herewith, shall not be incorporated
by reference into any filing or other document pursuant to the Securities Act,
except as shall be expressly set forth by specific reference in such filing or

Forward-Looking Statements

This Current Report on Form 8-K includes forward-looking statements within the
meanings of the Private Securities Litigation Reform Act of 1995, Section 27A of
the Securities Act, and Section 21E of the Exchange Act, including but not
limited to statements about the anticipated use of net proceeds from the
offering, the Exchange Offer and other matters. The words "anticipate,"
"believe," "estimate," "expect," "intend," "may," "plan," "predict," "project,"
"target," "potential," "will," "would," "could," "should," "continue," and
similar expressions are intended to identify forward-looking statements,
although not all forward-looking statements contain these identifying words.
Each forward-looking statement is subject to risks and uncertainties that could
cause actual results to differ materially from those expressed or implied in
such statement.

Because forward-looking statements are inherently subject to risks and
uncertainties, some of which cannot be predicted or quantified and some of which
are beyond Summit's control, you should not rely on these forward-looking
statements as predictions of future events. The events and circumstances
reflected in Summit's forward-looking statements may not be achieved or occur
and actual results could differ materially from those projected in the
forward-looking statements. Except as required by applicable law, Summit does
not plan to publicly update or revise any forward-looking statements contained
herein, whether as a result of any new information, future events, changed
circumstances or otherwise.

Article 9.01. Financial statements and supporting documents.

(d) Exhibitions.

Part Number Description

       4.1                Indenture, dated as of November 16, 2021, by and

between Summit Financial

                        Group, Inc. and UMB Bank, N.A., as Trustee
       4.2                Forms of 3.25% Fixed to Floating Rate 

Subordinate security maturing in 2031 (included

                        as Exhibit A-1 and Exhibit A-2 to the Indenture 

filed as Exhibit 4.1 herein)

      10.1                Form of Subordinated Note Purchase Agreement, 

dated November 16, 2021,

                        by and among Summit Financial Group, Inc. and the 


      10.2                Form of Registration Rights Agreement, dated as

of November 16, 2021, by and

                        among Summit Financial Group, Inc. and the 


      99.1                Press Release issued by Summit Financial Group,

Inc. on November 16, 2021

      99.2                Investor Presentation of Summit Financial Group,


       104              Cover Page Interactive Data File (Embedded within
the Inline XBRL document)

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