As filed with the Securities and Exchange Commission on
December 21, 2016November 6, 2020 Registration No. 333-_________333-_______
SECURITIES AND EXCHANGE COMMISSION
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
INVESTAR HOLDING
CorporationCORPORATION
(Exact name of registrant as specified in its charter)
| | | | | |
Louisiana | 27-1560715 |
(State or other jurisdiction of incorporation or organization) | | 27-1560715
(I.R.S. Employer Identification No.) Number) |
| | |
7244 Perkins Road
10500 Coursey Boulevard |
Baton Rouge, Louisiana 7080870816 |
| (225) 227-2222 |
| (Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices) |
John J. D’Angelo
President and Chief Executive Officer
Investar Holding Corporation
7244 Perkins Road
Baton Rouge, Louisiana 70808
(225) 227-2222
(Name, address, including zip code, and telephone number, including area code, of agent for service)
| |
| John J. D’Angelo |
| President and Chief Executive Officer |
| Investar Holding Corporation |
| 10500 Coursey Boulevard |
| Baton Rouge, Louisiana 70816 |
| (225) 227-2222 |
| (Name, address, including zip code, and telephone number, including area code, of agent for service) |
|
Copy to: Christina M. Gattuso,
|
| Geoffrey S. Kay, Esq. Stephen F. Donahoe,
|
| Stephanie A. Kalahurka, Esq. Kilpatrick Townsend
|
Fenimore, Kay, Harrison & StocktonFord, LLP |
812 San Antonio Street, Suite 900607 14th Street, N.W.
Washington, D.C. 20005
(202) 508-5800
600 |
| Austin, Texas 78701 |
| (512) 583-5900 |
| (512) 583-5940 (facsimile) |
Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this Registration Statement. If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. [ ]☐ If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. [X]
☐ If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the SecuritiesSecurities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ]☐
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: [ ]☐
If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box.
[ ] ☐
If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box.
[ ]☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer [ ] Accelerated filer [ X ]
Non-accelerated filer [ ]
| | | | | | | | | | | |
| Large accelerated filer | ☐ | Accelerated filer | ☒ |
| Non-accelerated filer | ☐ (Do not check if a smaller reporting company) | Smaller reporting company | ☒ |
| | 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 7(a)(2)(B) of Securities Act. ☐
CALCULATION OF REGISTRATION FEE
| | | | |
Title of Each Class of Securities to be Registered | Amount to be Registered(1) | Proposed Maximum Offering Price Per Unit(2) | Proposed Maximum Aggregate Offering Price(3) | Amount of Registration Fee |
Debt Securities | | | | |
Common Stock, $1.00 par value | | | | |
Preferred Stock, No par value | | | | |
Warrants | | | | |
Depositary Shares | | | | |
Units | | | | |
Total: | $50,000,000 | | $50,000,000 | $5,795 |
(1)
| There are being registered hereunder such indeterminate principal amount of Debt Securities, such indeterminate number of shares of Common Stock, such indeterminate number of shares of Preferred Stock, such indeterminate number of Warrants to purchase Common Stock, Debt Securities, Preferred Stock or Depositary Shares, such indeterminate number of Depositary Shares and such indeterminate number of Units of the Registrant as shall have an aggregate initial offering price not to exceed $50.0 million. If any Debt Securities are issued at an original issue discount, then the securities registered shall include such additional Debt Securities as may be necessary such that the aggregate initial public offering price of all securities issued pursuant to this Registration Statement will equal $50.0 million. Any securities registered hereunder may be sold separately or as units with other securities registered hereunder. The proposed maximum initial offering price per unit will be determined, from time to time, by the Registrant in connection with the issuance by the Registrant of the securities registered hereunder. There are also being registered hereunder an indeterminate number of shares of Common Stock and Preferred Stock as shall be issuable upon conversion, exchange or exercise of any securities that provide for that issuance. In addition, pursuant to Rule 416 under the Securities Act of 1933, the securities being registered hereunder include such indeterminate number of shares of Common Stock and Preferred Stock as may be issuable with respect to the shares being registered hereunder as a result of stock splits, stock dividends or similar transactions.
|
(2)
| Omitted in accordance with General Instruction II.D of Form S-3 under the Securities Act.
|
| | | | | | | | | | | | | | |
| Title of Each Class of Securities to be Registered | Amount to be Registered(1)(2) | Proposed Maximum Offering Price Per Share(1) | Proposed Maximum Aggregate Offering Price(1) | Amount of Registration Fee |
| Debt Securities | --- | --- | --- | --- |
| Common Stock, par value $1.00 per share | --- | --- | --- | --- |
| Preferred Stock, no par value | --- | --- | --- | --- |
| Depositary Shares (3) | --- | --- | --- | --- |
| Warrants (4) | --- | --- | --- | --- |
| Units (5) | --- | --- | --- | --- |
| Total | --- | (6) | $150,000,000.00 (7) | $16,365.00 |
(3)
| Estimated for the sole purpose of computing the registration fee in accordance with Rule 457(o) under the Securities Act.
|
(1) An indeterminate amount or number of the securities of each identified class described in this registration statement is being registered as may from time to time be issued at indeterminate prices in U.S. Dollars. Subject to Rule 462(b) under the Securities Act of 1933, as amended, or the Securities Act, in no event will the aggregate maximum offering price of all securities sold by the registrant under this registration statement exceed $150,000,000.(2) In accordance with Rule 416 under the Securities Act, this registration statement will also cover any additional shares of the registrant’s securities that become issuable by reason of any stock splits, stock dividends or similar transactions.
(3) Each depositary share will be issued under a deposit agreement and will represent a fractional share or multiple shares of preferred stock.
(4) Includes warrants to purchase debt securities, common stock, preferred stock or any combination of these securities.
(5) Securities registered hereunder may be sold separately, or as units with other securities registered hereby.
(6) The registrant will determine the proposed maximum aggregate offering price per unit when it issues the above listed securities.
(7) The Companyproposed maximum aggregate offering price has been estimated solely for the purpose of calculating the registration fee under Rule 457(o) under the Securities Act.
The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the Company shallregistrant will file a further amendment which specifically states that this registration statement shallwill thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shallwill become effective on such date as the Securities and Exchange Commission, or SEC, acting pursuant to said Section 8(a), shallwill determine.
The information in this preliminary prospectus is not complete and may be changed. A registration statement relating to these securities has been filed with the Securities and Exchange Commission and has not yet been declared effective. The securities may not be sold until the registration statement has been declared effective. This preliminary prospectus is not an offer to sell, these securities andnor does it is not solicitingconstitute an offer to buy, these securities in any state where the offer or sale is not permitted.
SUBJECT TO COMPLETION, DATED
DECEMBER 21, 2016NOVEMBER 6, 2020
Investar Holding Corporation
Debt Securities
Common Stock
Preferred Stock
Warrants
Depositary Shares
Units
We
By this prospectus, we may offer and sell from time to time, together or separately, in one or more series, our unsecuredofferings:
•Our debt securities which may consist of notes, debentures,one or other evidences of indebtedness; sharesmore series;
•Shares of our common stock; shares
•Shares of one or more series of our preferred stock; warrants
•Depositary shares;
•Warrants to purchase other securities; depositary shares; or unitsand
•Units consisting of a combination of two or more of these securities. The debt securities and preferred stock may be convertible into or exchangeable for other securities of ours.
This prospectus provides you with a general description of these securities. Each time we offer any securities
pursuant tounder this prospectus, we will provide you with a prospectus supplement
and, if necessary, a pricing supplement, that will describe the
specific amounts, prices and terms of the
specific issue of our securities being
offered. These supplements may also add, update or change information contained in this prospectus. To understandoffered, including the
terms ofprice at which those securities are being offered to the
securities offered, youpublic. You should
carefully read this prospectus
with the applicable supplements, which together provide the specific terms ofand any accompanying prospectus supplement carefully before you decide to invest. This prospectus may not be used to sell securities unless it is accompanied by a prospectus supplement that further describes the securities
we are offering. being offered to you.
Our common stock is listed on The Nasdaq Global
Select Market under the symbol “ISTR.”
Investment in We have not yet determined whether any of the other securities that may be offered by this prospectus will be listed on any exchange. If we apply to list any such securities on a securities exchange upon their issuance, the prospectus supplement relating to those securities will disclose the exchange on which we will apply to have those securities listed.
Investing in our securities involves risk.
SeeYou should refer to the section titled “Risk Factors”
in our most recent Annual Report on
page 4Form 10-K, which is incorporated herein by reference, and in any of
our subsequently filed quarterly and current reports that are incorporated herein by reference. We may also include specific additional risk factors in an applicable prospectus supplement under the heading “Risk Factors.” You should carefully read this prospectus
and the risk factors disclosed in our periodic reports filed from time to timetogether with the
Securitiesdocuments we incorporate by reference and
Exchange Commission and in the applicable prospectus supplement
or free writing prospectus accompanying this prospectus.before you invest in our securities.
These securities are not
savings accounts, deposits or
other obligations of a bank or savings association and are not insured or guaranteed by the Federal Deposit Insurance Corporation or any other governmental agency.
This prospectus may be used to offer and sell securities only if accompanied by the applicable prospectus supplement for those securities.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus or the accompanying prospectus supplement is truthful or complete. Any representation to the contrary is a criminal offense. The date of this prospectus is
________________.
IMPORTANT NOTICE ABOUT INFORMATION PRESENTED IN THIS
PROSPECTUS AND THE ACCOMPANYING PROSPECTUS SUPPLEMENT
We may provide information to you about the securities we are offering in three separate documents that progressively provide more detail:
November 6, 2020.this prospectus, which provides general information, some of which may not apply to your securities;
iii
the accompanying prospectus supplement, which describes the terms of the securities, some of which may not apply to your securities; and
if necessary, a pricing supplement, which describes the specific terms of your securities.
If the terms of your securities vary among the pricing supplement, the prospectus supplement and the accompanying prospectus, you should rely on the information in the following order of priority:
the pricing supplement, if any;
the prospectus supplement; and
We include cross-references in this prospectus and the accompanying prospectus supplement to captions in these materials where you can find further related discussions. The following Table of Contents and the Table of Contents included in the accompanying prospectus supplement provide the pages on which these captions are located.
Unless indicated in the applicable prospectus supplement, we have not taken any action that would permit us to publicly sell these securities in any jurisdiction outside the United States. If you are an investor outside the United States, you should inform yourself about, and comply with, any restrictions as to the offering of the securities and the distribution of this prospectus.
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TABLE OF CONTENTS
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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
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INVESTAR HOLDING CORPORATION.
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RISK FACTORS
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RATIO OF EARNINGS TO COMBINED FIXED CHARGES
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REGULATION AND SUPERVISION
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This prospectus is part of a registration statement that we filed with the Securities and Exchange Commission, (the “SEC”)or the SEC, utilizing a “shelf” registration process. Under thisthe shelf registration process,statement, we may from time to time offer and sell in one or more offerings, either separately or together, the debt securities, common stock, preferred stock, warrants, depositary shares, warrants or units consisting of a combination of these securities described in this prospectus in one or more offerings,and an applicable prospectus supplement, up to $50.0a maximum aggregate amount of $150.0 million.
This prospectus provides you with a general description of the securities
covered by it.that we may offer. Each time we offer any of these securities, we will provide a prospectus supplement
that will containcontaining specific information about the terms of the
offer.securities being offered. The prospectus supplement may also
add information to, or update or change information contained in, this prospectus. If there is any inconsistency between the information in this prospectus (including the information incorporated by reference herein) and information in any prospectus supplement, you should rely on the information in the applicable prospectus supplement as it will control. You should carefully read both this prospectus and the applicable prospectus supplement together with additional information described under the heading “Where You Can Find More Information” or incorporated herein by reference as described under the heading “Incorporation of Certain Documents by Reference.” Information incorporated by reference after the date of this prospectus may add, update or change information contained in this prospectus.
You should read bothAny information in such subsequent filings that is inconsistent with this prospectus
andwill supersede the information in this prospectus or any
earlier prospectus
supplement together with the additional information described under the heading “Where You Can Find More Information.”supplement.
Unless otherwise indicated or unless the context requires otherwise, all references in this prospectus to “Investar,” “we,” “us,” “our,” “Company” or similar references“our” mean Investar Holding Corporation. ReferencesCorporation, and references to “Investar Bank” are to Investar Bank, National Association. In this prospectus, we sometimes refer to the debt securities, common stock, preferred stock, depositary shares, warrants and units we may offer collectively as “offered securities.”
We have not authorized anyone to give any information or make any representation about us that is different from, or in addition to, those contained in this prospectus
to “Investar Bank” and “Bank” mean Investar Bank, the wholly-owned banking subsidiary of Investar Holding Corporation. The Bank is a Louisiana-chartered commercial bank and a non-member bankor in any of the
Boardmaterials that we have incorporated by reference into this prospectus. If anyone does give you information of
Governorsthis sort, you should not rely on it. If you are in a jurisdiction where offers to sell, or solicitations of offers to purchase, the offered securities are unlawful, or if you are a person to whom it is unlawful to direct these types of activities, then the offer presented in this prospectus does not extend to you. The information contained in this prospectus speaks only as of the
Federal Reserve System (“Federal Reserve”). The main officedate of
this prospectus unless the
Bank is located in Baton Rouge, Louisiana.information specifically indicates that another date applies.
WHERE YOU CAN FIND MORE INFORMATION
We
are subject to the information requirements of the Securities Exchange Act of 1934, as amended, or the Exchange Act, and file
annual, quarterly and special reports, proxy statements and other
documentsinformation with the SEC.
Our SEC filings are available to the public at the SEC’s web site at www.sec.gov. You may
also read and copy any document we file at the SEC’s public reference room at 100 F Street, N.E.,
Room 1580, Washington, D.C. 20549.
You shouldPlease call
the SEC at 1-800-SEC-0330 for
morefurther information on the public reference room.
OurThe documents that we have filed with the SEC
filings are also available
on our website at www.investarbank.com. The reference to
youour website is not intended to be an active link, and the information on
the SEC’s Internet site at http://www.sec.gov. our website is not a part of this prospectus.
This prospectus
isforms part of a registration statement
that weon Form S-3 filed
by us with the
SEC.SEC under the Securities Act of 1933, as amended, or the Securities Act, relating to the shares covered by this prospectus. The registration statement,
including the attached exhibits and schedules, contains
moreadditional relevant information
thanabout us and the offered securities. This prospectus does not contain all of the information set forth in the registration statement, portions of which we have omitted as permitted by the rules and regulations of the SEC. Statements contained in this prospectus
regarding us, including certain exhibits and schedules.or any prospectus supplement as to the contents of any contract or other document are not necessarily complete. You
can obtainshould refer to the copy of each contract or document filed as an exhibit to the registration statement or incorporated by reference herein for a complete description. You may get a copy of the registration statement from the
SECsources listed above. You may also obtain copies of these documents from us, without charge (other than exhibits, unless the exhibits are specifically incorporated by reference), by requesting them in writing or by telephone at the
address listed above or from the SEC’s Internet site.following address: Investar Holding Corporation, 10500 Coursey Boulevard, Baton Rouge, Louisiana 70816, Attention: John J. D’Angelo, Telephone: (225) 227-2222.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The SEC allows us to “incorporate by reference” information into this prospectus. This means that we can disclose important information to you by referring you to another document that we file separately with the SEC. The information incorporated by reference is considered to be a part of this prospectus, except for any information that is superseded by information that is included directly in this document or in a more recent incorporated document.
This prospectus incorporatesWe incorporate by reference the following documents listed below thatwhich we have previously filed with the SEC.
SEC (excluding any portions of such documents that have been furnished but not filed for purposes of the Exchange Act): | |
SEC Filings
| Period or Date Filed (as applicable)
|
Annual Report on Form 10-K
| Year ended December 31, 2015
|
| |
Quarterly Report on Form 10-Q
| Quarters ended March 31, 2016, June 30, 2016 and September 30, 2016
|
| |
Current Reports on Form 8-K (in each case other than those portions furnished under Items 2.02 or 7.01 of Form 8-K)
| Our Current Reports on Form 8-K filed with •our Annual Report on Form 10-K for the year ended December 31, 2019, filed on March 13, 2020;
•our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2020, June 30, 2020, and September 30, 2020, filed on May 8, 2020, August 6, 2020, and November 5, 2020, respectively; •our Current Reports on Form 8-K filed on February 21, 2020, March 10, 2020, May 28, 2020, July 1, 2020, August 6, 2020, August 21, 2020 and August 28, 2020; •the SEC on February 19, 2016, May 17, 2016, May 19, 2016, June 30, 2016 and October 20, 2016 |
| |
The information specifically incorporated by reference into our Annual Report on Form 10-K from our Definitive Proxy Statement on Schedule 14A
| Filed with the SEC on April 18, 2016
|
This prospectus also incorporates by reference into our Annual Report on Form 10-K for the year ended December 31, 2019 from our Definitive Proxy Statement on Schedule 14A, filed on April 15, 2020; and
•the description of our common stock contained in our registration statement on Form 8-A filed with the SEC on June 26, 2014, including any amendment or report filed to updatewith the SEC for purposes of updating such description.In addition, we
We also incorporate by reference all future documents that we file with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the
Securities Exchange Act
(except, with respect to each of
1934, as amended (the “Exchange Act”)the foregoing, for any portions of the documents that were deemed to be furnished and not filed, unless expressly otherwise stated therein),
afterfrom the date of
our initialthe registration statement
relating to the securitiesof which this prospectus is a part until the
completiontermination of the
distributionoffering of the
securities covered by this prospectus.securities. These documents include periodic reports, such as Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K (other than
information included in Current Reports
that is furnished under Items 2.02 or 7.01 of Form 8-K), as well as proxy statements.
These documents are available to you without charge. See “Where You Can Find More Information.” The information contained in any such filing will be deemed to be a part of this prospectus commencing on the date on which the document is filed.
Any statement contained in a document incorporated by reference
contains information about us and our financial condition and results of operation andinto this registration statement will be deemed to be modified or superseded to the extent that a statement contained in this registration statement, or in any other subsequently filed document that also is
an importantincorporated by reference into this registration statement, modifies or supersedes such prior statement. Any statement contained in this registration statement will be deemed to be modified or superseded to the extent that a statement contained in a subsequently filed document that is incorporated by reference into this registration statement modifies or supersedes such prior statement. Any statement so modified or superseded will not be deemed, except as so modified or superseded, to constitute a part of this
prospectus.You can obtain any of the documents incorporated by referenceregistration statement. In other words, in this document through us, or from the SEC through the SEC’s Internet world wide web site at www.sec.gov. Documents incorporated by referenceall cases, if you are available from us without charge, excluding any exhibitsconsidering whether to these documents, unless the exhibit is specifically incorporated by reference as an exhibit in this prospectus. You can obtain documents incorporated by reference in this prospectus by requesting them in writing or by telephone from us at the following address:
Investar Holding Corporation
7244 Perkins Road
Baton Rouge, Louisiana 70808
Attention: John J. D’Angelo
Telephone: (225) 227-2222
In addition, we maintain a corporate web site, www.investarbank.com. On our web site, we make available our Annual Reportsrely on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and any amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act as soon as reasonably practicable after we electronically file such materials with, or furnish it to, the SEC. This reference to our web site is for the convenience of investors as required by the SEC and shall not be deemed to incorporate any information on the web site into this prospectus.
We have not authorized anyone to give any information or make any representation about us that is different from, or in addition to, those contained in this prospectus or in any of the materials that we haveinformation incorporated by reference into this prospectus. If anyone does give you information of this sort,prospectus, you should not rely on it. If you are in a jurisdiction where offers to sell, or solicitations of offers to purchase, the securities offered by this document are unlawful, or if you are a person to whom it is unlawful to direct these types of activities, then the offer presented
in this document does not extend to you. The information contained in thisthe document speaks onlythat was filed later.
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
This prospectus and any applicable prospectus supplement, including any documents incorporated by reference herein or therein, may contain statements that are not be based on historical facts and are “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. Statements preceded by, followed by or that otherwise include the words “anticipates,” “believes,” “estimates,” “expects,” “intends,” “plans,” “projects,” and similar expressions or future or conditional verbs such as “could,” “may,” “might,” “should,” “will” and “would,” or variations or negatives of such terms are generally forward-looking in nature and not historical facts, although not all forward-looking statements include the foregoing words. Forward-looking statements are not historical facts, and are based on current expectations, estimates and projections about our industry, management’s beliefs and certain assumptions made by management, many of which, by their nature, are inherently uncertain and beyond our control. Accordingly, we caution you that any such forward-looking statements are not guarantees of future performance and are subject to risks, assumptions and uncertainties that are difficult to predict. Although we believe that the expectations reflected in our forward-looking statements are reasonable as of the date
of this document unlessmade, actual results may prove to be materially different from the
information specifically indicates that another date applies.SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
This prospectus, as well as other written communications made from time to time by us and oral communications made from time to time by our authorized officers, may contain statements relating to our future results (including certain projections and business trends) that are considered “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995 (the “PSLRA”). Such forward-looking statements may be identifiedexpressed or implied by the use of such words as “believe,” “expect,” “anticipate,” “should,” “planned,” “estimated,” “intend” and “potential.” Examples of forward-looking statements include, butstatements.
There are
not limited to, possible or
assumed estimates with respect to our financial condition, expected or anticipated revenue, and results of our operations and business, including earnings growth determined using generally accepted accounting principles; origination volume in our mortgage, commercial and consumer lending businesses; competitive products and pricing; demand for loans and deposits; asset quality, loan delinquency rates and levels of non-performing assets; impairment charges with respect to investment securities; current and future capital management programs; non-interest income levels; market share; our ability to control costs and expenses; and other business operations and strategies. For these statements, we claim the protection of the safe harbor for forward-looking statements contained in the PSLRA.We caution you that a number ofwill be important factors that could cause our actual results to differ materially from those currently anticipatedindicated in anythese forward-looking statement. Such factors include,statements, including, but are not limited to:
to, the factors identified belowfollowing:
•business and economic conditions generally and in this prospectus under the heading “Risk Factors;”
prevailing economic conditions, eitherfinancial services industry in particular, whether nationally, regionally or locally in some or all areasthe markets in which we conduct business,operate;
•our ability to implement our growth strategy, including our organic growth strategy as well as potentially difficulty in identifying and consummating suitable acquisitions;
•our ability to consummate any pending acquisition transactions;
•risks related to the integration of any businesses we have acquired or conditionsexpect to acquire, including exposure to potential asset quality and credit quality risks and unknown or contingent liabilities, the time and costs associated with integrating systems, technology platforms, procedures and personnel, the need for additional capital to finance such transactions, risks associated with entering new markets and possible failures in realizing the banking industry;anticipated benefits from such acquisitions;
interest rate trends, •changes (or the lack of changes) in interest rates, yield curves and interest rate spread relationships that affect our loan and deposit flows, loanpricing;
•uncertainty regarding the future of the London Interbank Offered Rate and any replacement alternatives on our business;
•the extent of continuing client demand real estate values and competition, which can materially affect, among other things, origination levels in our lending businesses andfor the high level of defaults, lossespersonalized service that is a key element of our banking approach as well as our ability to execute our strategy generally;
•our dependence on our management team and prepayments on loans we have madeour ability to attract and make;retain qualified personnel;
•changes in the quality or composition of theour loan or investment portfolios;
portfolios, including adverse developments in borrower industries or in the repayment ability of individual borrowers;
factors driving impairment charges on investments;
•inaccuracy of the assumptions and estimates we make in establishing reserves for probable loan losses and other estimates;
•the concentration of our abilitybusiness within our geographic areas of operation;
•concentration of credit exposure;
•deteriorating asset quality and higher loan charge-offs and the time and effort necessary to retain key membersresolve problem assets;
•a lack of management;liquidity, including as a result of a reduction in the amount of deposits we hold or other sources of liquidity;
•the impact of litigation and other legal proceedings to which we become subject;
•data processing system failures and errors;
•competitive pressures in the consumer finance, commercial finance, retail banking and mortgage lending industries, as well as the financial resources of, and products offered by, competitors;
•the impact of changes in laws and regulations applicable to us, including banking, securities and tax laws and regulations and accounting standards, as well as changes in the interpretation of such laws and regulations by our abilityregulators;
•changes in the scope and costs of FDIC insurance and other coverages;
•governmental monetary and fiscal policies;
•systemic risks associated with the soundness of other financial institutions;
•the effectiveness of our internal controls and procedures in preventing losses;
•cyber attacks, computer viruses or other malware that may breach the security of our websites or other systems to successfully integrate intoobtain unauthorized access to confidential information, destroy data, disable or degrade service, or sabotage our operations any assets, liabilities, customers, systems, and management personnel we may acquirethe costs of defending against them;
•hurricanes, other natural disasters and our ability to realize related revenue synergiesadverse weather; oil spills and cost savings within expected time frames;
our timely developmentother man-made disasters; acts of newterrorism, an outbreak of hostilities or other international or domestic calamities, acts of God, pandemics and competitive products or services in a changing environment, and the acceptance of such products or services by customers;
operational issues and/or capital spending necessitated by the potential need to adapt to industry changes in information technology systems, on which we are highly dependent;
changes in accounting principles, policies, and guidelines;
changes in any applicable law, rule, regulation or practice with respect to tax or legal issues;
litigation liabilities, including related costs, expenses, settlements and judgments, or the outcome of other matters before regulatory agencies, whether pending or commencingbeyond our control;
•other factors not identified above, including those discussed in the future;sections titled “Risk Factors” and
other economic, competitive, governmental, regulatory “Management’s Discussion and technological factors affecting our operations, pricing, productsAnalysis of Financial Condition and services.
Additionally, the timing and occurrence or non-occurrenceResults of events may be subject to circumstances beyond our control. Readers are cautioned not to place undue reliance on these forward-looking statements, which are made as of the date of this prospectus. Except as may be required by applicable law or regulation, we assume no obligation to update the forward-looking statements or to update the reasons why actual results could differ from those projected in the forward-looking statements.
INVESTAR HOLDING CORPORATION
Investar Holding Corporation, headquartered in Baton Rouge, Louisiana, provides full banking services, excluding trust services, through its wholly-owned banking subsidiary, Investar Bank, a state chartered bank. The Company's primary market is South Louisiana and it currently operates 10 full service banking offices located throughout its market. At September 30, 2016, Investar had 155 full-time equivalent employees.
As of September 30, 2016, Investar had consolidated assets of $1.2 billion, consolidated deposits of $907.1 million and consolidated stockholders’ equity of $113.6 million. Shares of our common stock are traded on The Nasdaq Global Select Market under the trading symbol “ISTR.”
Our principal executive offices are located at 7244 Perkins Road, Baton Rouge, Louisiana 70808 and our telephone number is (225) 227-2222. We maintain an Internet website at www.investarbank.com. Neither this website nor the information on this website is included or incorporated into, or is a part of, this prospectus.
Additional information about us and our subsidiaries is included in documents incorporated by reference in this prospectus. See “Where You Can Find More Information” on page 1.
RISK FACTORS
An investmentOperations” in our securities involves significant risks. Our business, operating resultsmost recent Annual Report on Form 10-K and cash flows can be impacted by a number of factors, any one of which could cause our actual results to vary materially from recent results or from our anticipated future results. You should carefully consider the risks and uncertainties and the risk factors set forth in the documents and reports filedother filings with the SEC that are incorporated by reference into this prospectus, and additional risk factors that may be set forth in any applicable prospectus supplement; and
•our ability to manage the risks involved in the foregoing.
The foregoing factors should not be construed as exhaustive and should be read together with the other cautionary statements included in this prospectus, the documents incorporated by reference into this prospectus, and any prospectus supplement. If one or more events related to these or other risks or uncertainties materialize, or if our underlying assumptions prove to be incorrect, actual results may differ materially from what we anticipate. Accordingly, you should not place undue reliance on any such forward-looking statements. Any forward-looking statement speaks only as of the date on which it is made, and we do not undertake any obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments or otherwise. New factors emerge from time to time, and it is not possible for us to predict which will arise. In addition, we cannot assess the impact of each factor on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements.
ABOUT INVESTAR HOLDING CORPORATION
We are a financial holding company headquartered in Baton Rouge, Louisiana. We conduct our operations primarily through our wholly-owned subsidiary, Investar Bank. Investar Bank was originally chartered in 2006 as a Louisiana state bank before converting to a national bank charter in 2019.
Through Investar Bank, we offer a wide range of commercial banking products tailored to meet the needs of individuals and small to medium-sized businesses. We currently operate 24 full-service branches in Louisiana, five full-service branches in Texas, and two full-service branches in Alabama. We also serve our markets from our executive and operations center located in Baton Rouge. We have experienced significant organic growth since Investar Bank was chartered, completed six whole bank acquisitions, and established or acquired additional branches in our market areas. As of June 30, 2020, on a consolidated basis, we had total assets of $2.4 billion, net loans of $1.8 billion, total deposits of $1.9 billion, and stockholders’ equity of $236.7 million.
We believe that our current markets present a significant opportunity for growth and franchise expansion, both organically and through strategic acquisitions. Although the financial services industry is rapidly changing and intensely competitive, and likely to remain so, we believe Investar Bank competes effectively as a local community bank and possesses the consistency of local leadership, the availability of local access and responsive customer service, coupled with competitively-priced products and services, necessary to successfully compete with other financial institutions for individual and small to medium-sized business customers.
As a financial holding company and a bank holding company, we are regulated by the Board of Governors of the Federal Reserve System, or the Federal Reserve. As a national banking association, Investar Bank is subject to supervision, regulation and examination by the Office of the Comptroller of the Currency and the Federal Deposit Insurance Corporation. This regulatory framework is intended primarily for the protection of depositors and the Deposit Insurance Fund and not for the protection of security holders and creditors. For a discussion of the material elements of the extensive regulatory framework applicable to financial holding companies, bank holding companies and banks, as well as specific information regarding our business, please refer to “Item 1. Business—Supervision and Regulation” in our Annual Report on Form 10-K for the year ended December 31, 2019, and any subsequent reports that we file with the SEC, which are incorporated by reference into this prospectus.
Our principal executive offices are located at 10500 Coursey Boulevard, Baton Rouge, Louisiana 70816, and our telephone number at that address is (225) 227-2222. Our website address is www.investarbank.com. We make our periodic reports and other information filed with, or furnished to, the SEC available free of charge through our website as soon as reasonably practicable after those reports and other information are electronically filed with, or furnished to, the SEC. Except as specifically incorporated by reference into this prospectus, the information on, or otherwise accessible through, our website is not incorporated by reference herein and does not constitute a part of this prospectus.
RISK FACTORS
An investment in the offered securities involves certain risks. Before making an investment decision, you should carefully read and consider the risk factors contained in the section titled “Risk Factors” and elsewhere in our Annual Report on Form 10-K for the year ended December 31, 2019, which is incorporated by reference into this prospectus, as well as any risks describedupdated or additional disclosure about risk factors included in any of our Quarterly Reports on Form 10-Q, Current Reports on Form 8-K or other filings that we have made with the SEC since the date of our most recent Annual Report on Form 10-K that are incorporated by reference into this prospectus.We may also include specific risk factors in an applicable prospectus supplement before you make an investment decision regardingunder the securities. heading “Risk Factors.”Additional risks and uncertainties of which we are not presently known to usaware or that we currently deem immaterial maybelieve are not material at the time could also materially and adversely affect our business, operations. financial condition, results of operations or liquidity.
We intend to use the net proceeds from the sale of the
offered securities for general corporate purposes unless otherwise indicated in the
applicable prospectus supplement
relatingapplicable to a specific issue of
offered securities.
Our generalGeneral corporate purposes
will likelycould include support for organic growth
and may also include financing possibleor targeted acquisitions,
of branchesbolstering balance sheet capital resources or
other financial institutions or financial service companies or diversification into other banking-related businesses.stock repurchase activities.
The precise amounts and the timing of our use of the net proceeds will depend upon market conditions,
our subsidiary’s fundingapplicable regulatory capital requirements, the availability of other funds and other factors.
Until we useExcept as otherwise stated in an applicable prospectus supplement, pending the application of the net proceeds from the sale of
any of ouroffered securities,
for general corporate purposes, we
will use theexpect to either deposit any net proceeds
for temporary investments.RATIOin deposit accounts at Investar Bank or invest them in short-term obligations.
DESCRIPTION OF
EARNINGS TO COMBINED FIXED CHARGESDEBT SECURITIES
The following
table sets forth our historical ratiodiscussion summarizes the general terms of
earnings to fixed chargesthe debt securities that we may issue. The complete terms of the debt securities will be contained in the indentures and
our ratio of combined fixed charges to earnings. You should read this table in conjunction with the consolidated financial statements and notessupplemental indentures applicable to the
consolidated financial statements that areparticular series of debt securities. These documents will be included or incorporated by reference into this
prospectus.
A statement setting forth detailsprospectus or the applicable prospectus supplement. You should read the applicable indenture and supplemental indenture relating to the particular series of debt securities. You should also read the applicable prospectus supplement, which will contain additional information and which may update or change some of the computation of the ratios below is included as Exhibit 12.1 to the registration statement.
information below. | | | | | | | | | | | | | |
| | Nine Months Ended September 30, 2016 | | Years Ended December 31, | |
| | | 2015 | | 2014 | | 2013 | | 2012 | | 2011 | |
Ratios of Earnings to Fixed Charges | | | | | | | | | | | | | |
Excluding deposits | | 10.55 | | 17.75 | | 17.27 | | 17.86 | | 19.45 | | 12.20 | |
Including deposits | | 2.43 | | 2.80 | | 2.40 | | 2.25 | | 2.31 | | 1.58 | |
| | | | | | | | | | | | | |
Ratios of Earnings to Combined Fixed Charges | | | | | | | | | | | | | |
Excluding deposits | | 10.55 | | 17.75 | | 17.27 | | 17.86 | | 19.45 | | 12.20 | |
Including deposits | | 2.43 | | 2.80 | | 2.40 | | 2.25 | | 2.31 | | 1.58 | |
We have computed the ratio of earnings to combined fixed charges set forth above by dividing pre-tax income before fixed charges by fixed charges dividends. Fixed charges represent interest expensed and capitalized.
REGULATION AND SUPERVISION
Our banking subsidiary, Investar Bank, is a Louisiana-chartered commercial bank and its deposit accounts are insured by the DIF of the FDIC.
The
Bank is a non-member bank and is a member of Federal Home Loan Bank systems. The Bank is subject to supervision, examination and regulation by the Louisiana Office of Financial Institutions (“OFI”) and the FDIC. Asset growth, deposits, reserves, investments, loans, consumer law compliance, issuance of securities, payment of dividends, establishment of banking offices, mergers and consolidations, changes in control, electronic funds transfer, management practices and other aspects of operations are subject to regulation by the appropriate federal and state supervisory authorities.Investar Bank must file reports with the OFI and the FDIC concerning its activities and financial condition, in addition to obtaining regulatory approvals before entering into certain transactions such as mergers with, or acquisitions of, other depository institutions. Furthermore, Investar Bank is periodically examined by the OFI and the FDIC to assess compliance with various regulatory requirements, including safety and soundness considerations. This regulation and supervision establishes a comprehensive framework of activities in which Investar Bank can engage, and is intended primarily for the protection of the DIF and depositors rather than for the protection of security holders. The regulatory structure also gives the regulatory authorities extensive discretion in connection with their supervisory and enforcement activities and examination policies, including policies with respect to the classification of assets and the establishment of loan loss allowances for regulatory purposes.
As a financial holding company, we are subject to comprehensive regulation, examination and supervision by the Federal Reserve under the Bank Holding Company Act of 1956, as amended (the “BHCA”), and the regulations of the Federal Reserve. The Federal Reserve also has extensive enforcement authority over bank holding companies, including, among other things, the ability to assess civil money penalties, to issue cease and desist or removal orders, and to require that a holding company divest subsidiaries (including its bank subsidiaries). In general, enforcement actions may be initiated for violations of law and regulations and unsafe or unsound practices.
Because we are a holding company, our rights and the rights of our creditors, including the holders of the debt securities and the preferred stock and common stock we are offeringmay offer under this prospectus to participate in the assets of any of our subsidiaries upon the subsidiary’s liquidation or reorganization will be subject to the prior claims of the subsidiary’s creditors, except to the extent that we may ourselves be a creditor with recognized claims against the subsidiary.
The Federal Reserve has the power to prohibit dividends by bank holding companies if their actions constitute unsafe or unsound practices. The Federal Reserve has issued a policy statement on the payment of cash dividends by bank holding companies, which expresses the Federal Reserve’s view that a bank holding company should pay cash dividends only to the extent that the company’s net income for the past year is sufficient to cover
both the cash dividends and a rate of earnings retention that is consistent with the company’s capital needs, asset quality and overall financial condition. The Federal Reserve also indicated that it would be inappropriate for a bank holding company experiencing serious financial problems to borrow funds to pay dividends. Under the prompt corrective action regulations adopted by the Federal Reserve, the Federal Reserve may prohibit a bank holding company from paying any dividends if the holding company’s bank subsidiary is classified as “undercapitalized.”
Further, a Louisiana-chartered commercial bank may not pay dividends unless the bank has unimpaired surplus equal to 50% of its outstanding capital stock, both before and after giving effect to the dividend payment. Subject to satisfying such requirement, Investar Bank may pay dividends to us without the approval of the OFI so long as the amount of the dividend does not exceed its net profits earned during the current year combined with its retained earnings for the immediately preceding year; the OFI must approve any proposed dividend in excess of this threshold.
Under federal law, Investar Bank may not pay any dividend to us if the Bank is undercapitalized or the payment of the dividend would cause it to become undercapitalized or if the Bank has failed to pay its deposit insurance assessment. The FDIC may further restrict the payment of dividends by requiring the Bank to maintain a higher level of capital than would otherwise be required to be adequately capitalized for regulatory purposes. The FDIC has indicated that paying dividends that deplete a depository institution’s capital base to an inadequate level would be an unsafe banking practice, and the FDIC can order a bank to cease any such practice. Finally, it is FDIC policy that insured depository institutions generally should pay dividends only out of current operating earnings.
For a discussion of the material elements of the regulatory framework applicable to bank holding companies and their subsidiaries, and specific information relevant to us, you should refer to our Annual Report on Form 10-K for the year ended December 31, 2015, and any other subsequent reports filed by us with the SEC, which are incorporated by reference in this prospectus. A change in the statutes, regulations or regulatory policies applicable to us or our subsidiaries may have a material effect on our business.
Changes to the laws and regulations can affect the operating environment of bank holding companies and their subsidiaries in substantial and unpredictable ways. We cannot accurately predict whether those changes in laws and regulations will occur, and, if changes do occur, the ultimate effect they would have upon our or our subsidiaries’ financial condition or results of operations.
DESCRIPTION OF DEBT SECURITIES
General
The debt securities will be:
our direct unsecured general obligations; and
either senior debt securities or subordinated debt securities.
Senior debt securities, which in each case will be issued under an indenture we call the “senior indenture” and subordinated debt securities will be issued under a separate indenture we call the “subordinated indenture.” Together the senior indenture and the subordinated indenture are called the “indentures,” and theour unsecured, direct, general obligations. The senior debt securities and the subordinated debt securities are called “debt securities.”
We have not restated thesewill be issued under separate indentures in their entirety in this description. We haveto be entered into between us and a bank or trust company, or other trustee that is qualified to act under the Trust Indenture Act of 1939, as amended, or the Trust Indenture Act, that we select to act as trustee. The form of each indenture is filed the forms of the indentures as exhibitsan exhibit to the registration statement of which this prospectus isforms a part. We urge youuse the term “indentures” to readrefer to both the indentures, because they,senior indenture and not this description, control your rights as holders of the debt securities. The following description of the indentures is not complete and is subject to, and qualified in its entirety by reference to, all the provisions in the respective indentures. In the summary below, we have included references to section numbers of the applicable indenture so that you can easily locate these provisions. Capitalized terms used in the summary have the meaningssubordinated indenture. Unless otherwise specified in the indentures.
Neither indenture limitsapplicable prospectus supplement relating to the amount of debt securities that we may issue underof a particular series, the indenture from time to time indebt securities will not be listed on any securities exchange.
The indentures permit one or more
series. We may in the future issueseries of senior debt securities
under either indenture. At the date of this prospectus, we had not issued anyor subordinated debt securities,
under either indenture.
We could inas the future enter into transactions that could increase the amount of indebtedness outstanding at that time or otherwise adversely affect our capital structure or credit rating.
The debt securities willcase may be, our exclusive obligations. Neither indenture requires our subsidiaries to guarantee the debt securities. As a result, the holders of debt securities will generally have a junior position to claims of all creditorsbe established and preferred stockholders of our subsidiaries.
Specific Terms of Each Series of Debt Securities in the Prospectus Supplement
A prospectus supplement and any supplemental indenture relating to anyissued thereunder. Any such series of debt securities being offered will include specific terms relating to the offering. These terms will include some or all of the following:
the form and title of the debt securities;
whether the debt securities are senior debt securities or subordinated debt securities and thetheir terms of subordination;
any limit on the aggregate principal amountand conditions will be established by means of the debt securities;
adoption of a supplemental indenture, the personadoption of a resolution of our board of directors or the adoption of a resolution of our board of directors and the action of certain our corporate officers acting under authority delegated to whom any interest on a debt securitythem by such resolution of the series will be paid;
the date or dates on which we must repay the principal;
the denominations in which the debt securities will be issued;
the manner in which we will determine the amount of principal of or any premium or interest on the debt securities;
the portion of the principal amount that will be payable if the maturity of the debt securities is accelerated;
the currency or currency unit in which the debt securities will be paid, if not U.S. dollars;
any right we may have to defer payments of interestboard and evidenced by extending the dates payments are due and whether interest on those deferred amounts will be payable as well;
the place where the principal of, and premium, if any, and interest on any debt securities will be payable;
the date or dates on which the debt securities will be issued and the principal, and premium, if any, of the debt securities that will be payable;
the rate or rates, which may be fixed or variable, that the debt securities will bear interest and the interest payment dates for the debt securities;
whether we will issue the debt securities in the form of one or more global securities and, if so, the respective depositaries for the global securities and the terms of the global securities;
any mandatory or optional redemption provisions;
the terms, if any, upon which the debt securities are convertible into other securities of ours or another issuer andan officers’ certificate setting forth the terms and conditions upon which any conversion will be effected, including the initial conversion price or rate, the conversion period and any other provisions in addition to or instead of those described in this prospectus;
| •
| affirmative, negative and, with the case of our senior debt securities, financial covenants applicable with respect to the debt securities of the series;
|
any sinking fund or other provisions that would obligate us to repurchase or otherwise redeem the debt securities;
any deletion from, changes of or additions to the Events of Default (as defined below) or covenants;
any changes to the terms and condition upon which the debt securities can be defeased or discharged;
any restriction or other provision with respect to the transfer or exchange of the debt securities;
the identity of any other trustee, paying agent and security registrar, if other than the trustee; and
any other terms of the debt securities (Section 3.01).
We will maintain in each place specified by us for payment of any series of debt securities an office or agency whereestablished by that resolution and the action of such authorized officers. Generally, multiple series of debt securities of that series may be presented or surrendered for payment, wherewill vary from one another with regard to the rate at which interest accrues on such debt securities and the term of that series may be surrendered for registration of transfer or exchange and where notices and demands to or upon us in respect of thesuch debt securities, of that series and the related indenture may be served (Section 10.02).
Debtsenior debt securities may be issued under an indenture as original issue discount securities to be offered and sold at a substantial discount below their principal amount. Material federal income tax, accounting and other considerations applicable to any such original issue discountsubordinated debt securities will be described in any related prospectus supplement. “Original issue discount security” means any security that provides for an amount less thanvary from one another with regard to the principal amount thereof to be due and payable upon a declarationpriority of acceleration of the maturity thereof as a result of the occurrence of an event of default and the continuation thereof (Section 1.01).
Provisions Only in the Senior Indenture
Payment of the principal, premium, if any, and interest on thepayment.
The senior debt securities will rank equally in right of payment with all of our other unsecured
and unsubordinated debt. The subordinated debt securities will be subordinate and junior in right of payment to our senior
debt. Provisions Onlyindebtedness, including our senior debt securities as described below under “—Ranking—Subordinated Debt Securities” and in the Subordinated Indenture
Paymentprospectus supplement applicable to any subordinated debt securities that we may offer. For purposes of the descriptions under the heading “Description of Debt Securities,” we may refer to the senior debt securities and the subordinated debt securities collectively as the “debt securities.” The debt securities will be effectively subordinated to the creditors and preferred equity holders of our subsidiaries, if any.
The following description of our debt securities, and any description in a prospectus supplement, is a summary only and is subject to, and qualified in its entirety by reference to the terms and provisions of the indentures and any supplemental indentures that we file with the SEC in connection with an issuance of any series of debt securities. You should read all of the provisions of the indentures, including the definitions of certain terms, as well as any supplemental indentures that we file with the SEC in connection with the issuance of any series of debt securities. These summaries set forth certain general terms and provisions of the securities to which any prospectus supplement may relate. The specific terms and provisions of a series of debt securities and the extent to which the general terms and provisions may also apply to a particular series of debt securities will be described in the applicable prospectus supplement.
Except as set forth in the indentures and described in the prospectus supplements, the indentures do not limit the amount of senior debt securities or subordinated debt securities we may issue under the indentures. We are not required to issue all of the debt securities of one series at the same time and, unless otherwise provided in an indenture and described in a prospectus supplement, we may, from time to time, issue additional debt securities under that series without the consent of the holders of the outstanding debt securities of that series. Additional debt securities issued in this manner will have the same terms and conditions as the outstanding debt securities of that series, except for their original issue date and issue price, and will be consolidated with, and form a single series with, the previously outstanding debt securities of that series. In certain instances, additional debt securities of a series sold may be issued with a different CUSIP number from that assigned to previously issued debt securities of that issue.
Except as may be otherwise set forth in the prospectus supplement by which we offer particular debt securities, the indentures do not contain any provisions that would limit our ability to incur indebtedness, including indebtedness senior to the debt securities, or that would afford holders of debt securities protection in the event of a highly leveraged or similar transaction involving Investar. The indentures do not contain specific provisions that would afford debt securityholders protection in the event of a change of control, although such provisions may be included in the terms and conditions of the debt securities of a series by means of the supplemental indenture establishing that series. You should refer to the applicable prospectus supplement for information with respect to the deletion, modification or addition of any of the events of default or covenants that may be included in the debt securities of a series that are described below, including any addition of a covenant or other provision providing event risk or similar protection.
Terms and Conditions of Debt Securities to be Described in the Prospectus Supplement
Each series of debt securities will be established and its terms and conditions set by a supplemental indenture, and the prospectus supplement relating to debt securities of that series will describe the specific terms and conditions of that series to the extent such terms and conditions are not described in this prospectus. These terms and conditions may include, without limitation, the following:
•the title of the series of debt securities and whether the securities are senior debt securities or subordinated debt securities;
•the aggregate principal amount, and any limit on the aggregate principal amount, of the debt securities of such series to be issued;
•if other than the principal amount of those debt securities, the portion of the principal amount payable upon declaration of acceleration of the maturity of the debt securities of the series;
•the maturity date or dates, or the method for determining the maturity date or dates, on which the principal of or premium, if any, on the debt securities of the series will be payable and any rights of extension;
•the rate or rates, which may be fixed or variable, or the method of determining the rate or rates, at which the debt securities of the series will bear interest, if any;
•the date or dates from which any interest will accrue on the debt securities of the series, the date or dates on which accrued interest will be payable and the regular related record dates for the payment of accrued interest;
•the place or places where payments of principal, interest or premium, if any, will be payable, where the debt securities of the series may be surrendered for registration of transfer or exchange, and where notices or demands to or upon us may be served;
•the period or periods within which, the price or prices at which, and the other terms and conditions upon which, the debt securities of the series may be redeemed, in whole or in part, at our option, if we are to have such an option;
•with respect to our subordinated debt securities, the terms of the subordination of those debt securities in the right of payment to our senior indebtedness;
•our obligation, if any, to redeem, repay or purchase the debt securities of the series under any sinking fund or analogous provision or at the option of a holder of the debt securities, and the period or periods within which, or the date and dates on which, the price or prices at which, and the other terms and conditions upon which, the debt securities will be redeemed, repaid or purchased, in whole or in part, under that obligation;
•whether the amount of payments of principal of and premium, if any, or interest, if any, on the debt securities of the series may be determined with reference to an index, formula or other method, and the manner in which the amounts are to be determined;
•any covenants applicable with respect to the debt securities of the series;
•any additions to, modifications of, or deletions from the terms of the debt securities of the series with respect to events of default or covenants, or other terms of such debt securities, set forth in the indenture;
•whether the debt securities of the series will be issued in certificated or book-entry form;
•with respect to debt securities issuable in certificated form, the form and terms of such certificates, and any related documents or conditions to such issuance;
•the denomination of the debt securities of the series, if other than $1,000 and any integral multiple thereof;
•if the debt securities of the series will be initially issuable in global form, (1) whether the debt securities will be issued in temporary or permanent global form or both, (2) the conditions upon which definitive debt securities of the series will be issued to beneficial owners, (3) the conditions, if any, upon which beneficial owners may exchange their interests in for debt securities of the same series, and (4) the name of the depository or its nominee with respect to the debt securities;
•the applicability, if any, of the discharge, defeasance and covenant defeasance provisions of the indenture to the debt securities of the series and any additional or different terms on which such debt securities may be discharged or defeased;
•whether the debt securities of the series can be converted into or exchanged for other securities of Investar, and any related terms and conditions;
•whether the debt securities of the series will be sold as part of units consisting of debt securities, common stock and/or preferred stock;
•the identity of each trustee, depositary, authenticating agent, paying agent, transfer agent, registrar or other agent with respect to the debt securities of the series; and
•any other terms of the debt securities of the series and any deletions from or modifications or additions to the indenture in respect of the debt securities.
Debt securities may be sold at a substantial discount below their stated principal amount, bearing no interest or interest at a rate which at the time of issuance is below market rates. Special federal income tax, accounting and other considerations applicable to debt securities sold at a discount will be described in the applicable prospectus supplement.
Ranking
Senior Debt Securities
Except as otherwise provided in a prospectus supplement, the senior debt securities of a series that we issue under the senior debt indenture will rank equally in right of payment of the principal of and premium, if any, and interest on such senior debt securities with all of our other unsecured and unsubordinated debt, including the senior debt securities of any other series.
Subordinated Debt Securities
Except as otherwise provided in a prospectus supplement, the payment of the principal of and premium, if any, and interest on the subordinated debt securities
of any series, including amounts payable on any redemption or repurchase in accordance with the terms of such subordinated debt securities, will be
unsecured and will be subordinate and juniorsubordinated in
priorityright of payment to
the prior payment in full of all of our senior indebtedness,
includingwhich is defined below. If there is a distribution to our creditors in a liquidation or winding up of Investar, or in a bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to Investar, the holders of our senior debt securities
and other debtwill first be entitled to
the extent describedreceive payment in
a prospectus supplement. (Section 14.01 of the subordinated indenture)Provisions in Both Indentures
Consolidation, Merger or Asset Sale
Each indenture generally allows us to consolidate or merge with a domestic person, association or entity. They also allow us to sell, lease or transfer our property and assets substantially as an entirety to a domestic person, association or entity. If this happens, the remaining or acquiring person, association or entity must assume all of our responsibilities and liabilities under the indentures including the paymentfull of all amounts due on the senior debt (or provision will be made for such payment in cash) before any payments may be made on the subordinated debt securities. Because of this subordination, holders of our senior debt securities and performanceour general creditors may recover more of the covenantsindebtedness owed to them, ratably, than will the holders of subordinated debt securities in the indentures.
However, weevent of a distribution of assets upon bankruptcy, reorganization, insolvency, receivership or similar proceeding, or a liquidation, termination or winding up of Investar.
The supplemental indenture, board resolution or board resolution and related officers’ certificate establishing a series of subordinated debt securities will
only consolidate or merge with or into any other person, association or entity or sell, lease or transfer our assets substantially as an entirety according toset forth the terms and conditions
of the indentures,under which,
include the following requirements:
| •
| the remaining or acquiring person, association or entity is organized under the laws of the United States,if any, state within the United States or the District of Columbia;
|
the remaining or acquiring person, association or entity assumes our obligations under the indentures; and
immediately after giving effect to the transaction, no Default or Event of Default, as defined below, shall have occurred and be continuing.
The remaining or acquiring person, association or entity will be substituted for us in the indentures with the same effect as if it had been an original party to the indentures. Thereafter, the successor may exercise our rights and powers under the indentures, in our name or in its own name. If we sell or transfer all or substantially all of our assets, we will be released from all our liabilities and obligations under any indenture and under the debt securities. If we lease all or substantially all of our assets, we will not be released from our obligationspermitted to pay some or all of the principal of or premium, if any, or interest on the subordinated debt securities of a series upon the occurrence of an event of default or other circumstances arising under the indentures. (Sections 8.01 and 8.02)
Events of Default and Remedies
In the indentures, “Default”or with respect to our senior indebtedness, including our senior debt securities.
As discussed above, the indentures may place no limitation on the amount of indebtedness that we may incur, and the subordinated debt indenture will not limit the amount of debt senior to the subordinated debt securities of any series that we may incur. We expect to incur from time to time additional indebtedness constituting senior debt, which may include indebtedness that is senior to the subordinated debt securities but subordinate to our other obligations.
“Senior indebtedness” means the principal of, and premium, if any, and interest, including interest accruing after the commencement of any bankruptcy proceeding relating to us, on, or substantially similar payments we will make in respect of the following categories of indebtedness, whether that indebtedness was outstanding at the date of execution of the subordinated debt indenture or thereafter incurred, created or assumed:
•our indebtedness evidenced by notes, debentures, or bonds or other securities, whether issued under the provisions of any indenture (including indentures other than the senior debt indenture), fiscal agency agreement, debenture or note purchase agreement or other agreement, including the senior debt securities that may be offered by means of this prospectus and one or more prospectus supplements;
•our indebtedness for money borrowed or represented by purchase-money obligations, as defined below;
•our obligations as lessee under leases of property whether made as part of a sale and leaseback transaction to which we are a party or otherwise;
•indebtedness, obligations and liabilities of others in respect of which we are liable contingently or otherwise to pay or advance money or property or as guarantor, endorser or otherwise or which we have agreed to purchase or otherwise acquire and indebtedness of partnerships and joint ventures that is included in our consolidated financial statements;
•reimbursement and other obligations relating to letters of credit, bankers’ acceptances and similar obligations;
•obligations under various hedging and similar arrangements and agreements, including interest rate and currency hedging agreements and swap and nonswap forward agreements;
•all of our obligations issued or assumed as the deferred purchase price of property or services other than trade accounts payable and accrued liabilities arising in the ordinary course of business; and
•deferrals, renewals or extensions of any of the indebtedness or obligations described above.
However, “senior indebtedness” excludes:
•any indebtedness, obligation or liability referred to above as to which, in the instrument creating, governing or evidencing that indebtedness, obligation or liability, it is expressly provided that such indebtedness, obligation or liability is not senior in right of payment to, is junior in right of payment to, or ranks equally in right of payment with, other specified types of indebtedness, obligations and liabilities of Investar, including our subordinated debt securities of one or more series;
•any indebtedness, obligation or liability that is subordinated to other indebtedness, obligations and liabilities of ours to substantially the same extent as or to a greater extent than the subordinated debt securities are subordinated; and
•the subordinated debt securities issued under the subordinated debt indenture and our outstanding junior subordinated debt securities and, unless expressly provided in the terms thereof, any of our indebtedness to our subsidiaries.
As used above, the term “purchase-money obligations” means indebtedness, obligations evidenced by a note, debenture, bond or other instrument, whether or not secured by a lien or other security interest issued to evidence the obligation to pay or a guarantee of the payment of, and any deferred obligation for the payment of, the purchase price of property but excluding indebtedness or obligations for which recourse is limited to the property purchased, issued or assumed as all or a part of the consideration for the acquisition of property or services, whether by purchase, merger, consolidation or otherwise, but does not include any trade accounts payable.
The applicable prospectus supplement and supplemental indenture may further describe the provisions, if any, applicable to the subordination of the subordinated debt securities of a particular series. The applicable prospectus supplement will describe as of a recent date the approximate amount of our senior debt outstanding as to which the subordinated debt securities of that series will be subordinated.
Structural Subordination
Because we are a holding company, our debt securities will be structurally subordinated to all indebtedness and other liabilities of our subsidiaries, as our right to receive any assets of our subsidiaries upon their liquidation or reorganization, and the consequent right of the holders of the debt securities to participate in those assets, will be effectively subordinated to the claims of that subsidiary’s secured and unsecured creditors. If we are recognized as a creditor of that subsidiary, our claims would still be subordinate to any security interest in the assets of that subsidiary and any indebtedness of that subsidiary senior to that held by us. Claims from creditors (other than us) on our subsidiaries may include long-term and medium-term debt and substantial obligations related to deposit liabilities, federal funds purchased, securities sold under repurchase agreements, other short-term borrowings and trade payables.
Redemption of Securities
We may redeem any series of our debt securities, in whole or in part, at the prescribed redemption price, at the times and on the terms described in the applicable prospectus supplement. If we exercise that redemption option, we will notify the trustee of the redemption date and of the principal amount of debt securities of the series to be redeemed.
Notice of redemption will be given to each holder of the debt securities to be redeemed at their addresses, as shown on the security register, not less than 30 nor more than 60 days prior to the date set for such redemption. The notice will set forth, among other things, (1) the redemption date; (2) the price at which the debt securities will be redeemed; (3) if less than all of the outstanding debt securities of such series are to be redeemed, the identification (and, in the case of partial redemption, the respective principal amounts) of the particular debt securities to be redeemed; (4) the place or places where such debt securities maturing after the redemption date are to be surrendered for payment of the price at which such debt securities will be redeemed; and (5) the CUSIP number applicable to the debt securities to be redeemed.
On or prior to noon, local time, in the place of payment on the redemption date, we will deposit or cause to be deposited with the trustee or with a paying agent (or, if we are acting as our own paying agent with respect to the debt securities being redeemed, we will segregate and hold in trust as provided in the indenture) an amount of money sufficient to pay the aggregate redemption price of all of the debt securities or portions thereof to be redeemed on that date, and (except if the redemption date is also an interest payment date), any accrued interest through the redemption date on all securities called for redemption. Subject to our obligation to pay the redemption price upon the surrender of the debt securities in the manner described in the redemption notice, the securities called for redemption will cease to bear interest from and following the date called for redemption.
If we elect to redeem fewer than all the debt securities of a particular series, we will provide notice to the trustee at least 60 days prior to the redemption date, and the trustee will select the debt securities to be redeemed by lot or in a manner it deems fair and appropriate or as required by law. In the case of any debt securities that we redeem only in part, we will execute, and the trustee will authenticate and deliver to you without service charge, new debt securities of the same series, containing identical terms and conditions, of any authorized denominations as requested by you, in an aggregate principal amount equal to and in exchange for the unredeemed portion of the debt securities you surrender.
Denomination, Payment, Registration and Transfer
Unless otherwise specified in the applicable prospectus supplement, we will issue the debt securities of a series in registered form in denominations of $1,000 or integral multiples of $1,000.
Unless otherwise specified in the applicable prospectus supplement, we will pay the principal of, and applicable premium, if any, and interest on the debt securities of any series at the corporate trust office of the trustee, the address of which will be stated in the applicable prospectus supplement. At our option, we may pay interest by check mailed to the address of the person entitled to the interest payment as it appears in the register for the applicable debt securities or by transfer to an account maintained by the payee with a bank located within the United States.
Any defaulted interest, which means interest not punctually paid or duly provided for on any interest payment date with respect to a debt security, will immediately cease to be payable to the registered holder on the applicable regular record date by virtue of the holder having been the registered holder on the regular record date for such payment. We may pay defaulted interest either to the person in whose name the debt security is registered at the close of business on a special record date for the payment of the defaulted interest to be fixed by the trustee, notice of which is to be given to the holder of the debt security not less than ten days before the special record date, or at any time in any other lawful manner, all as more completely described in the indenture or supplemental indenture.
Subject to limitations imposed upon debt securities issued in book-entry form, the holder may exchange debt securities of any series for other debt securities of the same series and of a like aggregate principal amount and tenor but in different, authorized denominations upon surrender of the debt securities at the office or agency of the securities registrar for such series of debt securities, meanswhich we initially expect to be the principal corporate trust office of the applicable trustee. In addition, subject to limitations imposed upon debt securities issued in book-entry form, the holder may surrender debt securities of any event thatseries for registration of transfer at the office or agency of the securities registrar. Every debt security surrendered for registration of transfer or exchange must be duly endorsed or accompanied by a written instrument of transfer. You will not be required to pay a service charge to transfer or exchange debt securities of a series, but we may require you to pay for taxes or other governmental charges due upon a transfer or exchange, subject to certain exceptions. We have the right to remove and replace from time to time the securities registrar, although no such removal or replacement will be effective until a successor securities registrar will have accepted the appointment. If the trustee is not serving as the securities registrar, it will have the right to examine the securities register maintained by the securities registrar.
Except as otherwise provided in an applicable supplemental indenture or after noticeprospectus supplement, we will not be required to:
•issue, register the transfer of, or lapseexchange debt securities of time or both would become, an Event of Default. In the indentures, Event of Default with respect to any series during a period beginning at the opening of business 15 days before any selection of debt securities means any of that series to be redeemed and ending at the following:
failure to payclose of business on the principalday of such selection; or
•register the transfer of, or any premium onexchange any debt security, or portion of that series when due;
failure to pay interest on any debt security, called for redemption, except the unredeemed portion of thatany debt security being redeemed in part.
Global Securities
We may issue the debt securities of a series for 30 days;
subject to certain exceptions, failure to perform any other covenantin whole or in part in the indenture, other thanform of one or more global securities to be deposited with, or on behalf of, a covenantdepository or with a defaultnominee for a depository identified in the performanceapplicable prospectus supplement relating to that series. We may issue global securities in either temporary or permanent form. The specific terms of which has expressly been included in the indenture solely for the benefit of series of debt securities other than that series, that continues for 90 days after being given written notice as specified in the indenture;
our bankruptcy, insolvency or reorganization; or
any other Event of Default included in any indenture or supplemental indenture. (Section 5.01)
If an Event of Defaultdepository arrangement with respect to a series of debt securities will be described in the prospectus supplement relating to that series.
Our obligations with respect to the debt securities of any series, as well as the obligations of the applicable trustee with respect to the debt securities of such series, run only to persons who are registered holders of debt securities. For example, once we make payment to the registered holder, we have no further responsibility for that payment even if the recipient is legally required to pass the payment along to an individual investor but fails to do so. As an indirect holder, an investor’s rights relating to a global security will be governed by the account rules of the investor’s financial institution and of the depositary and/or participant of the depositary, as well as general laws relating to transfers of debt securities.
An investor should be aware that when debt securities are issued in the form of global securities:
•the investor cannot have a note or certificate representing his or her debt securities registered in his or her own name;
•the investor cannot receive physical certificates for his or her debt securities unless the conditions for issuance of physical certification are met;
•the investor must look to his or her bank or brokerage firm or related DTC participant for payments on the debt securities and protection of his or her legal rights relating to the debt securities;
•the investor may not be able to sell interests in the debt securities to some insurance or other institutions that are required by law to hold the physical certificates of debt that they own;
•the depositary’s policies will govern payments, transfers, exchanges and other matters relating to the investor’s interest in the global security; and
•the depositary will usually require that interests in a global security be purchased or sold within its system and settled using same-day funds.
The prospectus supplement for a series of debt securities will list the special situations, if any, in which a global security will be exchanged for physical certificates representing debt securities represented by the global securities. After that exchange, the investor may choose whether to hold debt securities directly or indirectly through an account at the investor’s bank or brokerage firm. In that event, investors must consult their banks or brokers to find out how to have their interests in debt securities transferred to their own names so that they may become direct holders. When a global security is exchanged for physical certificates, the depositary, and not us or one of the trustees, is responsible for deciding the names of the institutions that will be the initial direct holders of the debt securities represented by the global security.
Merger, Consolidation or Sale of Assets
We will not be permitted to consolidate with or merge into any other entity, or sell, assign, transfer or otherwise convey all or substantially all of our properties and assets, either in one transaction or a series of transactions, to any other entity, unless:
•either we are the continuing entity or the successor entity, if other than us, formed by or resulting from any consolidation or merger, or which has received the transfer of our properties and assets, is a corporation organized under the laws of the United States or a state thereof or the District of Columbia and expressly assumes payment of the principal of, and premium, if any, and interest on all of the outstanding debt securities and the due and punctual performance and observance of all of the covenants and conditions contained in the indenture;
•we or the successor entity, as the case may be, will not, immediately after giving effect to the transaction, be in default in the performance of any such covenant or condition; and.
•we or the successor entity, as the case may be, will have delivered to the trustee an officers’ certificate and opinion of counsel stating that the transaction complies with the terms of the indenture.
Certain Covenants
The applicable prospectus supplement will describe any restrictive covenants applicable to any debt securities that we offer for sale. Unless the applicable prospectus supplement indicates otherwise, the indentures do not contain any provision which restricts us from, among other things:
•incurring or becoming liable on any secured or unsecured senior or subordinated indebtedness or general obligations;
•paying dividends or making other distributions on our capital stock;
•purchasing or redeeming our capital stock; or
•creating any liens on our property for any purpose.
Events of Default; Right to Accelerate; Waiver
Unless otherwise provided in a prospectus supplement with respect to a particular series of debt securities, an “event of default,” when used in the indentures, means any of the following events:
•our failure to pay any installment of interest payable on the debt securities of such series when due, and the continuance of such failure for a period of 30 days;
•our failure to pay the principal of, or premium, if any, on, the debt securities of the series when due, whether at maturity, upon redemption, by declaration of acceleration of maturity or otherwise;
•our failure to make any sinking fund payment when due for any debt securities of such series;
•our default in the performance or breach of any other covenant or warranty contained in the indenture applicable to such series, subject to certain exceptions, and the continuance of that default for 90 days after written notice under the terms of the applicable indenture;
•certain events of bankruptcy, insolvency or reorganization of Investar; or
•any other event of default provided with respect to debt securities of such series, as described in the prospectus supplement with respect to the offering of such series.
If an event of default occurs with respect to the bankruptcy, insolvency or reorganization of Investar, the principal amount and interest on the debt securities will become immediately due and payable, subject to the broad equity powers of a federal bankruptcy court and the determination by that court of the nature and status of the payment claims of the holders of the debt securities. If any other event of default described above occurs and is continuing, the trustee or the holders of at least 25% inof the aggregate principal amount of all of the outstanding debt securities of a particularthat series may accelerate the maturity of the outstanding debt securities of that series and declare the principal of (or such lesser amount as may be provided for under the terms of the securities) and accrued and unpaid interest on such debt securities to be immediately due and payable. At any time after a declaration of acceleration with respect to the debt securities of a series has been made, but before a judgment or decree for payment of the money due has been obtained, the holders of a majority in principal amount of outstanding debt securities of that series may rescind and annul the consequences of the event of default, but only if certain conditions have been satisfied.
We may offer subordinated debt securities of a series that we intend to qualify as “tier 2 capital” under the regulatory capital requirements for bank holding companies. For such subordinated debt securities qualify as “Tier 2 capital,” among other things, the maturity of the subordinated debt securities may not be accelerated upon the occurrence and continuation of an event of default unless the event of default is one based on an event of receivership, insolvency, liquidation, or similar proceeding of the depository institution or its holding company. As a consequence of that limitation, with respect to our subordinated debt securities of a series intended to qualify as “Tier 2 capital,” neither the trustee nor the holders of the subordinated debt securities of any series will have the right to accelerate the principal amount of the subordinated debt securities of any series in the event of a default in the payment of principal of, or premium, if any, or interest on, the subordinated debt securities of that series or as a result of our nonperformance of any other covenant applicable to or obligation arising under the terms of the subordinated debt securities of that series or the subordinated debt indenture. Rather, if we default in our obligation to pay any interest on the subordinated debt securities when due and payable and such default continues for a period of 30 days, or if we breach any covenant or agreement contained in the subordinated debt indenture and that default continues for any grace period, then the trustee may, subject to certain limitations and conditions, only seek to enforce its rights and the rights of the holders of subordinated debt securities of the past due interest or the performance of any covenant or agreement in the indenture.
If we fail to pay the trustee any amounts then due upon such demand, the trustee, in its own capacity as such, may institute a judicial proceeding for the collection of the sums so due and unpaid, may prosecute such proceeding to judgment or final decree, and may enforce the same against us or any other obligor upon such debt securities and collect the monies adjudged or decreed to be payable in the manner provided by law.
The indentures also provide that the holders of a majority in principal amount of the debt securities of each series outstanding at the time may, on behalf of the holders of all of the debt securities of that series, waive any past default with respect to the debt securities and its consequences, except a default in the payment of the principal of, premium, if any, and interest on the debt securities, or with respect to any covenant or provision that cannot be due and payable. Whenmodified or amended under the terms of the indenture without the holder of such declaration is made, such amounts will be immediately due and payable. outstanding debt security so affected.
The holders of a majority in principal amount of the
outstanding debt securities of
sucheach series may
rescind such declaration and its consequences if all existing Events of Default have been cured or waived, other than nonpayment of principal or interest that has become due solely as a result of acceleration. (Section 5.02)Holders of a series of debt securities may not enforce the indenture or the series of debt securities, except as provided in the indenture or a series of debt securities. (Section 5.07) The trustee may require indemnity satisfactory to it before it enforces the indenture or such series of debt securities. (Section 6.03) Subject to certain limitations, the holders of a majority in principal amount of the outstanding debt securities of a particular series mayalso direct the time, method and place of conducting any proceeding for any remedy available to the trustee or exercising any trust or power conferred on the trustee, provided that the direction is not in conflict with law or the applicable indenture. Notwithstanding the foregoing, the trustee need not take any action which it in good faith determines might subject it to personal liability or be unjustly prejudicial to the securityholders not consenting. In addition, the trustee may take any other action deemed proper by the trustee which is not inconsistent with such direction. In addition, the trustee may take any other action it deems proper that is not inconsistent with any such direction received from the holders of a majority in principal amount of the trustee. (Section 5.12) debt securities.
The trustee may withhold noticewill be under no obligation to exercise any of the rights or powers vested in it by the applicable indenture at the request or direction of any of the holders of debt securities of any series under the provisions of the indentures, unless such holders will have offered to the trustee security or indemnity satisfactory to it against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction.
Each indenture generally requires the applicable trustee to notify the holders of a series regarding the existence of any default within 90 days after the trustee has been so notified of its occurrence, unless the default has been cured or waived. However, the trustee may withhold notice of any default, except
a default in the payment of
the principal
of, or premium, if any, or interest
on the debt securities, if
the board of directors, the executive committee or a trust committee of directors or responsible officers ofspecified persons associated with the trustee
considers suchdetermine the withholding
of notice to be in the best interests of the holders.
(Section 6.02)An EventFurthermore, the trustee will not provide notice of Default for a particular seriesdefault to the holders of debt securities doesfollowing our failure to duly observe or perform any of the covenants or agreements contained in the debt securities or indenture (other than certain payment obligations) until at least 30 days after the occurrence thereof. For purposes of these requirements, a “default” means any event which is, or after notice or lapse of time or both would become, an “event of default” under the indentures with respect to the debt securities of such series.
We are required to deliver to the trustee, within 180 days after the end of each fiscal year, a certificate, signed by one of several specified officers, stating whether or not necessarily constitute an Eventthat officer has knowledge of Defaultany default under the indenture and, if so, specifying each default and the nature and status of the default.
Limitations on Suits by Holders
Except to enforce the right to receive payment of principal, premium, if any, or interest, no holder of debt securities will have any right to institute any proceeding, judicial or otherwise, with respect to the indentures, or for the appointment of a receiver or trustee, or for any other remedy under the indentures, unless:
•such holder has previously given written notice to the trustee of a continuing event of default with respect to the applicable debt securities;
•the holders of not less than 25% in principal amount of the applicable debt securities will have made written request to the trustee to institute proceedings in respect of such event of default in its own name as trustee under the applicable indenture;
•such holder or holders have offered to the trustee reasonable security or indemnity against the costs, expenses, and liabilities to be incurred in complying with such request;
•for 60 days after its receipt of such notice, request, and offer of security or indemnity, the trustee has failed to institute any such proceeding; and
•no direction inconsistent with such written request has been given to the trustee during such 60-day period by the holders of a majority in principal amount of the outstanding debt securities.
In any event, the indentures provide that no one or more of such holders of the debt securities of a series will have any right under such indenture to affect, disturb or prejudice the rights of any other holder of debt securities of any series issued under such indenture, or to obtain priority or preference over any of the other holders or to enforce any right under such indenture, except in the manner provided in the indenture and for the equal and ratable benefit of all holders of debt securities issued under anthat indenture. Further, an Event of Default under the debt securities of any series will not necessarily constitute an event of default under our other indebtedness or vice versa.
Modification of Indentures
Under eachan Indenture
Except as otherwise provided in the applicable indenture, generally we and the trustee may modify our rights and obligations and the rights of the holders with the consent of the holders of not less than a majority in aggregateprincipal amount of all outstanding debt securities issued under the indenture that are affected by the modification or amendment, we may enter into supplemental indentures with the trustee for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the indenture or of modifying in any manner the rights of the holders of debt securities issued under the indenture. However, no modification or amendment may, without the consent of the holder of each debt security affected by the modification or amendment:
•extend the stated maturity of the debt security;
•reduce the principal amount of, or premium, if any, on, the debt security or the rate of interest thereon;
•adversely affect any right to convert or exchange such security into any other security;
•alter the method of computation of interest of such debt security;
•reduce the percentage in principal amount of the outstanding debt securities in such series, the consent of any series affected by the modification, voting as one class. No modification of the principal or interest payment terms, no modification reducing the percentagewhose holders is required for modifications, no change in our obligationany such supplemental indenture, or the consent of whose holders is required to maintain an officewaive compliance with specific provisions of or agency for payment ofcertain defaults and consequences under the debt securities and no modification impairingindenture;
•impair the right to institute suit for the enforcement of any payment on or with respect to any debt securitiessecurity in accordance with its terms;
•modify the ranking or priority of the securities; or
•modify any series when due, is effective against anyof the provisions relating to the waiver of specific past defaults or compliance with specific covenants, except to increase the required percentage to effect that action or to provide that specific other provisions may not be modified or waived without the consent of the holder without its consent. (Section 9.02)In addition, weof each debt security affected thereby.
We and the trustee may modify and amend the indenturesapplicable indenture without the consent of the holders of debt securities for any holder of the debt securities following purposes:
•to make certain technical changes, such as:curing ambiguities or correcting defects or inconsistencies;
evidencingevidence the succession of another person to us and the assumption by that successor of our obligationsas obligor under the applicableindenture;
•to add to our covenants for the benefit of the holders of all or any series of debt securities issued under the indenture andor to surrender any right or power conferred upon us in the indenture;
•to add events of default for the benefit of the holders of all or any series of debt securities issued under the indenture;
•to add or change any provisions of the indenture to permit or facilitate the issuance of debt securities in uncertificated form issued under the indenture, provided that the action will not adversely affect the interests of the holders of the debt securities of any series;series in any material respect;
providing for a successor trustee;
qualifying•to change or eliminate any provision of the indentures underindenture, if the Trust Indenture Act of 1939, as amended, which we refer to in this prospectus as the “Trust Indenture Act;”
complying with the rules and regulationschange or elimination becomes effective only when there are no debt securities outstanding of any securities exchangeseries created thereunder prior to the change or automated quotation system on whichelimination that are entitled to the benefit of the changed or eliminated provision;
•to secure the debt securities of any series mayissued under the indenture;
•to establish the form or terms of debt securities of any series to be listedissued under the indenture;
•to provide for the acceptance of appointment by a successor trustee or traded;facilitate the administration of the trusts under the indenture by more than one trustee;
•to cure any ambiguity or correct any inconsistency in the indenture provided that the cure or correction does not adversely affect the holders of the debt securities issued under the indenture;
adding•to supplement any of the provisions relatingof the indenture to a particularthe extent necessary to permit or facilitate defeasance and discharge of any series of debt securities issued under the indenture, provided that the supplemental indenture does not materially adversely affect the interests of the holders of the debt securities of any series issued under the indenture in any material respect;
•to make provisions with respect to the conversion or exchange terms and conditions applicable to the debt securities of any series issued under the indenture;
•to add to, delete from or revise the conditions, limitations or restrictions on issue, authentication and delivery of debt securities to be issued under the indenture in the future;
•to conform any provision in the indenture to the requirements of the Trust Indenture Act; or
•to make any change that does not adversely affect the legal rights under the indenture of any holder of debt securities of any series. (Section 9.01)series issued under the indenture.
Discharging Our Obligations
We
The trustee will not be obligated to enter into any amendment or supplemental indenture that adversely affects the trustee’s own rights, duties or immunities under the applicable indenture or otherwise.
Outstanding Debt Securities; Determinations of Holders’ Actions
Debt securities outstanding at any time are the debt securities authenticated and delivered by the trustee, except for those cancelled by the trustee or delivered to the trustee for cancellation, those debt securities, or portions thereof, for which we have deposited in trust with the trustee or any paying agenta sufficient amount of money for the payment or redemption thereof, those debt securities that have been defeased under the indenture, those debt securities that have been exchanged for other debt securities issued under the indenture or that have been mutilated, destroyed, lost or stolen and replaced by the trustee, and those securities that have been converted or exchanged into other securities as contemplated by the applicable indenture.
A debt security does not cease to be outstanding because we or an affiliate of ours holds the debt security. However, in determining whether the holders of the requisite aggregate principal amount of debt securities have given or concurred in any request, demand, authorization, notice, direction, consent or waiver, debt securities owned by us or any other obligor upon the debt securities or any affiliate of us or of any other obligor will be disregarded and deemed not to be outstanding for the purpose of any such determination, except that in determining whether the trustee will be protected in relying on any such request, demand, authorization, direction, notice, consent or waiver, only debt securities which the trustee knows are so owned will be so disregarded. Debt securities that have been pledged in good faith may choose also be regarded as outstanding under certain circumstances.
Satisfaction and Discharge
Each indenture may be discharged and cease to be of further effect with respect to any series of debt securities, when:
•either (1) all debt securities of such series that have been authenticated and delivered have been delivered to the trustee for cancellation, except debt securities that have been destroyed, lost or stolen and which have been replaced or paid as provided in the indenture, and debt securities for which payment has been deposited in trust or segregated and held in trust by us and thereafter repaid to us or discharged from such trust; or (2) all debt securities of such series discussed above that have not been delivered to the trustee for cancellation have become due and payable, are by their terms due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the trustee for the giving of notice of redemption, and we have deposited or caused to be deposited with the trustee as trust funds an amount sufficient to pay and discharge the entire indebtedness on such debt securities not theretofore delivered to the trustee for cancellation, including the principal of, and any premium and interest on such debt securities, to the date of such deposit (in the case of debt securities which have become due and payable) or to the maturity thereof, as the case may be;
•we have paid or caused to be paid all other sums payable by us under the applicable indenture with respect to the debt securities; and
•we have delivered to the trustee an officer’s certificate and an opinion of counsel stating that the conditions precedent to the satisfaction and discharge of the debt securities have been complied with.
Defeasance and Covenant Defeasance
Under the terms of the indentures and unless otherwise provided in a supplemental indenture, we may elect to discharge our obligations on the debt securities of any series in a legal defeasance, or to release ourselves from our covenant restrictions on the debt securities of any series in a covenant defeasance. We may do so atWith a defeasance, we elect to defease and be discharged from any time on the 91st day after we depositand all obligations with the trustee sufficient cash or government securities to pay the principal, interest, any premium and any other sums due from the date of defeasancerespect to the stated maturity datedebt securities of a series, except for the obligations to register the transfer or a redemption dateexchange of the debt securities, to replace temporary or mutilated, destroyed, lost or stolen debt securities, to maintain an office or agency in respect of the series. Ifdebt securities and to hold moneys for payment in trust. With a covenant defeasance, we chooseelect to be released from our obligations with respect to the legaldebt securities under specified sections of the indenture relating to covenants, as described in the applicable prospectus supplement and any omission to comply with our obligations will not constitute an event of default with respect to the debt securities being defeased. In either case, we must, among other things, irrevocably deposit with the applicable trustee, in trust, of an amount, in currency or government obligations, or both, sufficient without reinvestment to make scheduled payments of the principal of, and premium, if any, and interest on such debt securities, when due, whether at maturity, upon redemption or otherwise, and any mandatory sinking fund or analogous payments.
A trust will only be permitted to be established under an indenture if, among other things:
•the defeasance option,or covenant defeasance will not result in a breach or violation of, or constitute an event of default under, the indenture or any other material agreement or instrument to which we or any subsidiary are a party or by which we or any subsidiary are bound;
•no event of default or other event which after notice or lapse of time or both would be an event of default will have occurred and be continuing as of the date of such deposit, and, solely in the case of defeasance, no event of default or other event which after notice or lapse of time or both would be an event of default due to certain events of bankruptcy, insolvency or reorganization will have occurred and be continuing during the period ending on and including the 91st day after the date of such deposit;
•we have delivered to the applicable trustee an opinion of counsel, as specified in the applicable indenture, to the effect that the holders of the debt securities being defeased will not recognize income, gain or loss for federal income tax purposes as a result of the seriesdefeasance or covenant defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if the defeasance or covenant defeasance had not occurred, and the opinion of counsel, in the case of defeasance, the opinion will be entitledrequired to based upon a ruling of the Internal Revenue Service or a change in applicable U.S. federal income tax law occurring after the date of the indenture;
•we will have delivered to the benefitstrustee an officers’ certificate and an opinion of counsel, each stating that all conditions precedent to the defeasance or covenant defeasance have been complied with;
•such defeasance or covenant defeasance is effected in compliance with any terms, conditions or limitations which may be imposed on us in connection with a supplemental indenture or board resolutions establishing such series of debt securities; and
•in the case of the subordinated debt indenture, except for registrationno event or condition will exist that, under the subordination provisions of transfer and exchange of debt securities, replacement of lost, stolen or mutilated debt securities, conversion or exchange of debt securities, sinking fundsuch indenture would prevent us from making payments and receipt of principal of and premium, if any, and interest on the originalsubordinated debt securities being defeased at the date of the irrevocable deposit referred to above.
In general, if we elect covenant defeasance with respect to any debt securities and payments on those debt securities are declared due and payable because of the occurrence of an event of default, the amount of money and/or government obligations on deposit with the applicable trustee would be sufficient to pay amounts due on those debt securities at the time of their stated
maturity, but may not be sufficient to pay amounts due
dates or specified redemption dates. (Section 13.02)We may discharge our obligationson those debt securities at the time of the acceleration resulting from the event of default. In that case, we would remain liable to make payment of the amounts due on the debt securities at the time of anyacceleration.
Regarding the Trustee
The applicable prospectus supplement will identify the trustee for the particular series
or release ourselves from covenant restrictions only ifof debt securities to be issued under the indentures. Unless otherwise provided in a prospectus supplement relating to the offer of debt securities of a particular series, we
meet certain requirements. Among other things, we must deliver an opinionalso expect the trustee to serve as registrar and paying agent for each series of
our legal counsel thatdebt securities offered and sold under this prospectus. At all times, the
discharge will not result in holders having to recognize taxable income or loss or subject them to different tax treatment. In the case of legal defeasance, this opiniontrustee must be
based on either an IRS letter ruling or change in federal tax law. We may not have a
default oncorporation organized and doing business under the
debt securities discharged on the date of deposit. The discharge may not violate any of our agreements. The discharge may not result in our becoming an investment company in violationlaws of the
Investment Company ActUnited States or any state or territory thereof or of
1940. Concerning the Indenture Trustee
WeDistrict of Columbia, with authority to exercise corporate trust powers, be subject to the supervision or examination by federal, state, territorial or District of Columbia authority, and have at all times a combined capital and surplus of not less than $50,000,000. However, neither we nor any person directly or indirectly controlled or controlled by or under common control with us will designatebe eligible to serve as a trustee under either indenture.
The trustee has two main roles under the
senior indenture andindentures. First, the
subordinated indenture before the issuancetrustee can enforce your rights against us if an event of
the debt securities. Under provisions of the indentures and the Trust Indenture Act governing trustee conflicts of interest, any uncured Event of Defaultdefault occurs with respect to any seriesdebt securities. See “—Events of senior or subordinatedDefault; Right to Accelerate; Waiver,” and “—Limitations on Suits by Holders” for certain information regarding the rights of the trustee upon the occurrence of an event of default. Second, the trustee performs for us certain administrative duties related to the debt securities will forceof each series. The trustee is entitled, subject to the duty of the trustee during a default to
resign as trustee under either act with the subordinated indenturerequired standard of care, to be indemnified by the holders of the debt securities before proceeding to exercise any right or the senior indenture. Any resignation will require the appointment of a successor trusteepower under the applicable indenture in accordance with its terms and conditions.
at the request of those holders.
The trustee may resign or be removed by us with respect to one or more series of debt securitiesas the trustee under an indenture, and a successor trustee may be appointed to act with respect to any such series. Theby us or by the holders ofholding a majority in aggregate principal amount of the debt securities outstanding under the applicable indenture to act with respect to all of the debt securities outstanding under the applicable indenture. If the trustee resigns or is removed as trustee under one of the indentures, it may continue to serve as the trustee under the other indenture unless it resigns or is removed as trustee under the other indenture as described above.
If the trustee acquires any
series may removeconflicting interest, as defined in the
Trust Indenture Act, with respect to the debt securities, within 90 days after the trustee has acquired a conflicting interest, which has not been cured or waived, the trustee would generally be required by the Trust Indenture Act to eliminate that conflicting interest or resign as trustee with respect to the debt securities
of such series. (Section 6.10)Each indenture contains certain limitations onissued under the right of the trustee thereunder, if it becomes our creditor, to obtain payment of claims in some cases, or to realize on property received in respect of any such claim, as security or otherwise. (Section 6.13)
applicable indenture.
The trustee is required to submit an annual report to the holders of the debt securities regarding, among other things, the trustee’s eligibility to serve, the priority of the trustee’s claims regarding certain advances made by it, and any action taken by the trustee materially affecting the debt securities.
If two or more persons are acting as trustee with respect to different series of debt securities, each trustee will be a trustee of a trust under that indenture separate from the trust administered by any other such trustee as to a separate series of debt securities issued under that indenture. Except as otherwise indicated in this prospectus or the applicable prospectus supplement, a trustee may only take an action with respect to the debt securities of the particular series of debt securities for which it is trustee under an indenture.
Each indenture provides that, in addition to other certificates or opinions that may be specifically required by other provisions of an indenture, every application by us for action by the trustee shall be accompanied by a certificate of our officers and an opinion of counsel, who may be our counsel, stating that, in the opinion of the signers, we have complied with all conditions precedent to the action.
(Section 1.02)Governing Law
The indentures are and
Notice
Any notices required to be given to the holders of the debt securities will be given by mail to the addresses of the holders in the security register.
Governing Law
The debt securities of each series and the indenture will be governed by,
and construed in accordance with, the
internal laws of the State of New York.
NoThe indentures will be subject to the Trust Indenture Act that are required to be part of the indentures and will, to the extent applicable, be governed by such provisions.
Limitation on Personal Liability of Officers, Directors, Employees or Stockholders
Our officers, directors, employees and stockholders will not have any liability for our obligations under the indentures or the debt securities. Each holder of debt securities, by accepting a debt security, waives and releases all such liability. The waiver and release are part of the consideration for the issuance of the debt securities.
Form, Denominations and Registration; Book Entry Only System
Unless otherwise indicated in a prospectus supplement, the debt securities of a series willSuch waiver may not be issued only in fully registered form, without coupons, in denominations of $1,000 or integral multiples thereof. (Section 3.02) You will not haveeffective to pay a service charge to transfer or exchange debt securities of a series, but we may require you to pay for taxes or other governmental charges due upon a transfer or exchange. (Section 3.05)
Unless otherwise indicated in a prospectus supplement, each series of debt securities will be deposited with, or on behalf of, The Depository Trust Company, or DTC, or any successor depositary, which we call a “depositary,” and will be represented by one or more global notes registered in the name of Cede & Co., as nominee of DTC. The interests of beneficial owners in the global notes will be represented through financial institutions acting on their behalf as direct or indirect participants in DTC.
Ownership of beneficial interests in a global note will be limited to persons, called participants, who have accounts with DTC or persons who hold interests through participants. Ownership of beneficial interests in the global notes will be shown on, and the transfer of these ownership interests will be effected only through, records maintained by DTC or its nominee (with respect to interests of participants) and the records of participants (with respect to interests of persons other than participants).
So long as DTC, or its nominee, is the registered owner or holder of a global note, DTC or such nominee, as the case may be, will be considered the sole owner or holder of the debt securities of that series represented by such global note for all purposes of the indenture, the debt securities of that series and applicable law. In addition, no beneficial owner of an interest in a global note will be able to transfer that interest except in accordance with DTC’s applicable procedures, in addition to thosewaive liabilities under the applicable indenture.
Payments on debtfederal securities represented by global notes will be made to DTC or its nominee, as the registered owner thereof. Neither we, the trustee, any underwriter nor any paying agent will have any responsibility
laws.
or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests in global notes, for maintaining, supervising or reviewing any records relating to such beneficial ownership interests or for any action taken or omitted to be taken by the depositary or any participant.
We expect that DTC or its nominee will credit participants’ accounts on the payable date with payments in respect of a global note in amounts proportionate to their respective beneficial interest in the principal amount of such global note as shown on the records of DTC or its nominee, unless DTC has reason to believe that it will not receive payment on the payable date. We also expect that payments by participants to owners of beneficial interests in such global note held through such participants will be governed by standing instructions and customary practices, as is now the case with securities held for the accounts of customers registered in “street name.” Such payments will be the responsibility of such participants.
Transfers between participants in DTC will be effected in accordance with DTC rules. The laws of some states require that certain persons take physical delivery of securities in definitive form. Consequently, the ability to transfer beneficial interests in a global note to such persons may be impaired. Because DTC can only act on behalf of participants, who in turn act on behalf of others, such as securities brokers and dealers, banks and trust companies, called indirect participants, the ability of a person having a beneficial interest in a global note to pledge that interest to persons or entities that do not participate in the DTC system, or otherwise take actions in respect of that interest, may be impaired by the lack of a physical certificate of that interest.
DTC will take any action permitted to be taken by a holder of debt securities of a series only at the direction of one or more participants to whose account interests in global notes are credited and only in respect of such portion of the aggregate principal amount of the debt securities of a series as to which such participant or participants has or have given such direction.
If (1) the depositary notifies us that it is unwilling or unable to continue as depositary or if the depositary ceases to be eligible under the applicable indenture and a successor depositary is not appointed by us within 90 days or (2) an Event of Default with respect to a series of debt securities shall have occurred and be continuing, the respective global notes representing the affected series of debt securities will be exchanged for debt securities in definitive form of like tenor and of an equal aggregate principal amount, in authorized denominations. Such definitive debt securities will be registered in such name or names as the depositary instructs the trustee. Such instructions will most likely be based upon directions received by the depositary from participants with respect to ownership of beneficial interests in global notes.
DTC is a limited-purpose trust company organized under the New York Banking Law, a “banking organization” within the meaning of the New York Banking Law, a member of the Federal Reserve, a “clearing corporation” within the meaning of the New York Uniform Commercial Code and a “clearing agency” registered pursuant to the provisions of Section 17A of the Exchange Act. DTC holds securities that its participants deposit with DTC and facilitates the settlement among participants of securities transactions, such as transfers and pledges, in deposited securities through electronic computerized book-entry changes in participants’ accounts, thereby eliminating the need for physical movement of securities certificates. Direct participants include securities brokers and dealers, banks, trust companies, clearing corporations and certain other organizations. DTC is owned by a number of its direct participants, including those who may act as underwriters of our debt securities, and by the New York Stock Exchange, Inc., the NYSE MKT LLC and the Financial Industry Regulatory Authority. Access to the DTC system is also available to others such as indirect participants that clear through or maintain a custodial relationship with a direct participant, either directly or indirectly. The rules applicable to DTC and its participants are on file with the SEC.
Although DTC has agreed to the foregoing procedures to facilitate transfers of interests in global notes among participants of DTC, it is under no obligation to perform or continue to perform such procedures, and such procedures may be discontinued at any time. Neither we, the trustee, any underwriter nor any paying agent will have any responsibility for the performance by DTC or its participants or indirect participants of their respective obligations under the rules and procedures governing their operations.
DESCRIPTION OF COMMON STOCK
The following discussion summarizes the
materialgeneral terms of
our capital stock.the common stock that we may issue. This discussion does not purport to be a complete description of these rights and may not contain all of the information regarding our
capitalcommon stock that is important to you. We are a Louisiana corporation, and thus the Louisiana Business Corporation
Law,Act, or
LBCL,LBCA, other applicable Louisiana law, and our
restated articles of incorporation and by-laws delineate the rights of our
common shareholders generally. Reference is made to the more detailed provisions of our
restated articles of incorporation and by-laws,
copies of which are
filed with the SEC as exhibits toincorporated by reference into the registration statement of which this prospectus is a part, and applicable law.
Our
restated articles of incorporation authorize us to issue a total of 40,000,000 shares of common stock, par value $1.00 per
share, and 5,000,000share. As of November 3, 2020, 10,622,068 shares of
preferredour common stock
no par value per share. No shares of preferred stock are currentlywere issued and outstanding. We may issue authorized but unissued shares of our
capitalcommon stock in the future without shareholder approval, unless otherwise required by applicable law or the rules of any applicable securities exchange.
Common Stock
As of December 19, 2016, 7,099,283 shares of our common stock were issued and outstanding and held by approximately 606 shareholders of record. We have reserved an additional 125,932 shares for issuance in connection with stock awards granted under our Equity Incentive Plan, 474,068 have been issued in the form of stock option grants and restricted stock awards as of the date of this prospectus. Each share of our common stock is non-assessable and has the same rights, preferences and privileges as every other share of common stock.
Voting. Rights
Each share of common stock entitles the holder thereof to one vote in the election of directors and on all other matters submitted to the vote of our
shareholders.shareholders, unless otherwise provided by law and subject to the rights and preferences of the holders of any outstanding shares of our preferred stock. Holders of our common stock are not entitled to cumulate their votes in the election of directors.
With respect to any matter other than the election of directors or a matter for which a different approval threshold is established by Louisiana law or our restated articles of incorporation (as described below), a matter submitted to the shareholders will be approved if a majority of the votes cast are in favor of such matter, at a meeting at which a quorum is present. Directors are elected by a plurality vote. Also,
The following extraordinary actions have different approval thresholds under the LBCA or our restatedarticles of incorporation:
•Amendments to our articles of incorporation. Our articles of incorporation requiremay be amended upon the affirmative vote of the greater of: (1) a votemajority of the votes entitled to be cast on the amendment; or (2) two-thirds of the voting power present, to approve (1) an amendment toin person or by proxy, at the articlesshareholders’ meeting.
•Merger, consolidation or share exchange. Approval of incorporation, (2) a merger, consolidation or share exchange to which we are a party is subject to the affirmative vote of the greater of: (1) a majority of the votes entitled to be cast on the proposal; or (2) two-thirds of the voting power present, in person or by proxy, at the shareholders’ meeting.
•Dissolution or Sale of Substantially all of the Assets. Our articles of incorporation provide that any dissolution or sale lease or transfer of all or substantially all of our assets (this threshold is alsomust be approved by two-thirds of the default provision intotal voting power of the LBCL) or (3)corporation at a special meeting of our dissolution.shareholders.
Dividends.
Subject
to the legal and regulatory restrictions discussed elsewhere in this prospectus and to the rights of holders of any preferred
securitiesstock that we may issue, holders of our common stock are entitled to share equally in dividends when, as, and if declared by our board of directors out of funds legally available therefor.
Liquidation.
In the event of our liquidation, dissolution or winding up, holders of shares of our common stock are entitled to receive, on a pro-rata per share basis, any assets available for distribution to our shareholders after the payment of debts and liabilities and after the distribution to holders of any outstanding shares of our capital stock hereafter issued with prior rights upon liquidation.
Preemptive and other rights. Other Rights
Holders of our common stock do not have preemptive, conversion or redemption rights.
Selected Provisions of the
Louisiana Business Corporation LawLBCA and our
Restated Articles of Incorporation and By-laws
Provisions with anti-takeover effects. Our restated articles of incorporation and by-laws, as well as the LBCLLBCA, contain certain provisions that may make it more difficult to acquire control of us by means of a tender offer, open market purchase, proxy contest or otherwise, even if shareholders may consider the proposed transaction to be in their best interests or will receive a substantial premium for their shares. These provisions, which are summarized below, are designed to encourage persons seeking to acquire control of us to negotiate with our board of directors. We believe that, as a general rule, the interests of our shareholders are best served if any change in control results from negotiations with our board rather than from an unsolicited proposal. As mentioned above, both the LBCLLBCA and our restated articles of incorporation require anya merger, consolidation or share exchange to which we are a party be approved by the greater of: (1) a majority of the votes entitled to be cast on the proposal; or (2) two-thirds of the voting power present, in person or by proxy, at the shareholders’ meeting. Our articles of incorporation require any dissolution or sale of all or substantially all of our assets to be approved by a vote of at least two-thirds of the total voting power presentof the corporation at anya special meeting called to approve such matter.of our shareholders.
•Authority to issue “blank check” preferred stock. As discussed above, ourOur board of directors is authorized to issue, without further approval from our shareholders, a series of “blank check” preferred stock. This authorization may operate to provide anti-takeover protection for us because, if a merger, tender offer or other attempt to gain control of us is proposed and our board does not believe the proposed transaction is in our or our shareholders’ best interests, the board can quickly issue shares of preferred stock with rights, preferences and limitations that could make the proposed takeover attempt more difficult to complete. Such preferred stock may also be used in connection with the issuance of a shareholder rights plan, sometimes called a “poison pill.” The authorization to issue preferred stock may also benefit present management. SinceBecause a potential acquiror may be discouraged from attempting a takeover on account of the board’s ability to issue preferred stock, management may be able to retain its position more easily. Our board, however, does not intend to issue any preferred stock, except on terms that it deems to be in our best interest and the best interest of the Company and our shareholders.
•Shareholder’s right to call a special meeting. Our by-laws provide that a shareholder (or group of shareholders) mayUnder the LCBA, we are not required to call a special shareholders’ meeting at the request of any shareholder unless shareholders unless such shareholder(s) ownsholding at least 25%10% of our outstanding stock.all the votes entitled to be cast on an issue proposed to be considered at the special meeting sign, date, and deliver to us a written demand for the meeting.
•Increase in board size. Our board of directors has the power to increase, between annual meetings, the number of persons serving as directors and to fill the vacancies so created by a majority vote of the directors present at the meeting. This may dissuade a third party from attempting to take control of us by means of a proxy contest.
•Advance notice requirements. Our by-laws require a shareholder who desires to nominate a candidate for election to the board of directors or to raise new business at an annual shareholders’ meeting to provide us advance notice not earlier than 120 days and not later than 90 days prior to the first anniversary of the immediately preceding year’s annual meeting. If the date of the annual meeting is advanced by more than 30 days or delayed by more than 90 days from the anniversary date of the previous year’s meeting, to be timely a shareholder must deliver advance notice not earlier than the close of business on the 120th day prior to the annual meeting and not later than the close of business on the later of the 90th day prior to such annual meeting or, if the public announcement of the date of our annual meeting is less than 100120 days prior to the annual meeting, the 10th day following the day on which public announcement of the date of such meeting is first made. Any shareholder wishing to nominate a candidate for election as a director or to raise new business at an annual shareholders’ meeting must also provide detailed information about the nominee or business and satisfy certain other conditions. Because of the timing requirements and the detailed information that must be provided under our advance notice by-law, a third party may be discouraged from conducting a solicitation of proxies to elect its own slate of directors or to approve its proposal without regard to whether consideration of the nominees or proposals might be harmful or beneficial to our shareholders and us.
•No cumulative voting. Shareholders are not permitted to cumulate their votes in the election of directors. As a result, holders of a majority of outstanding common stock have the power to elect all of the directors standing for election, which may discourage a third party from nominating its own candidate(s) for election to our board.
•By-law amendment. Our board of directors can amend our by-laws without shareholder approval.
In addition, as noted above, we may issue authorized but unissued shares of our capital stock in the future without shareholder approval, unless otherwise required by applicable law or the rules of any applicable securities exchange. This power may enable our board of directors to sell shares of our common or preferred stock to individuals or groups whom the board perceives as friendly with management, which may make more difficult unsolicited attempts to obtain control of our organization.
Finally, the LBCL includes certain provisions applicable to Louisiana corporations, such as the Company, which may be deemed to have an anti-takeover effect or otherwise discriminate against a holder of our securities on account of such holder owning a substantial amount of our common stock. Such provisions include rights of shareholders to receive from the corporation the fair cash value of their shares of stock following a control transaction from a controlling person or group and requirements relating to certain business combinations.
Under the LBCL’s control share acquisition statutes, any person who acquires “control shares” will be able to vote such shares only if the right to vote is approved by the affirmative vote of at least a majority of both (1) all the votes entitled to be cast by shareholders and (2) all the votes entitled to be cast by shareholders excluding “interested shares.” “Control shares” are shares that would entitle the holder thereof, assuming the shares had full voting rights, to exercise voting power within any of the following ranges: (a) 20% or more but less than one-third of all voting power; (b) one-third or more but less than a majority of all voting power; or (c) a majority or more of all voting power. Any acquisition that would result in the ownership of control shares in a higher range would require an additional vote of shareholders. “Interested shares” include control shares and any shares held by an officer or employee who is also a director of the corporation. If the control shares are provided full voting rights and the acquiring person has acquired control shares representing a majority or more of all voting power, all shareholders have dissenters’ rights entitling them to receive from the corporation the “fair cash value” of their shares, which cannot be less than the highest price paid per share by the acquiring person to acquire the control shares.
The LBCL’s fair price protection statutes govern “business combinations” involving an “interested shareholder.” The LBCL defines a “business combination” generally to include the following:
any merger, consolidation or share exchange of the corporation with an “interested shareholder” or affiliate thereof;
any sale, lease, transfer or other disposition, other than in the ordinary course of business, of assets equal to 10% or more of the market value of the corporation’s outstanding stock or of the corporation’s net worth to any interested shareholder or affiliate thereof in any 12-month period;
the issuance or transfer by the corporation of equity securities of the corporation with an aggregate market value of 5% or more of the total market value of the corporation’s outstanding stock to any interested shareholder or affiliate thereof, except in certain circumstances;
the adoption of any plan or proposal for the liquidation or dissolution of the corporation in which anything other than cash will be received by an interested shareholder or affiliate thereof; or
any reclassification of the corporation’s stock or merger which increases by 5% or more the ownership interest of the interested shareholder or any affiliate of the corporation.
“Interested shareholder” includes any person who beneficially owns, directly or indirectly, 10% or more of the corporation’s outstanding voting stock, or any affiliate thereof who had such beneficial ownership during the preceding two years, excluding in each case the corporation, its subsidiaries and their benefit plans.
Under the LBCL, a business combination must be approved by any vote otherwise required by law or the articles of incorporation, and by the affirmative vote of at least each of the following: (1) 80% of the total outstanding voting stock of the corporation, voting together as a single group; and (2) two-thirds of the outstanding voting stock held by persons other than the interested shareholder, voting together as a single group. However, the supermajority vote requirements are not applicable if the business combination meets certain minimum price requirements and other procedural safeguards, or if the transaction is approved by our board prior to the time that the interested shareholder first became an interested shareholder.
Action by Written Consent. Under the LBCL,LBCA, unless otherwise provided in a corporation’s articles of incorporation, no action required or permitted to be taken at an annual or special meeting of shareholders may be taken by written consent in lieu of a meeting unless such written consent is signed by all shareholders. Our restated articles of incorporation do not contain a provision allowing for less than unanimous written consent. As a result, the requirement that actions taken by written consent be unanimous ensures that shareholders cannot effect a business combination or other corporate action without the knowledge and involvement of all of our shareholders.
Indemnification. Our restated articles of incorporation and by-laws provide generally that we will indemnify and hold harmless, to the fullest extent permitted by Louisiana law, our directors and officers, as well as other persons who have served as directors, officers, fiduciaries or in other representative capacities, serving at our request in connection with any actual or threatened action, proceeding or investigation, subject to limited exceptions. To the extent that indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers and controlling persons, we have been advised that, in the opinion of the SEC, this indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. Finally, our ability to provide indemnification to our directors and officers is limited by federal banking laws and regulations. Limitation of liability. Our restated articles of incorporation limit the personal liability of our directors in actions brought on our behalf or on behalf of our shareholders for monetary damages as a result of a director’s acts or omissions while acting in a capacity as a director, with certain exceptions. Our restated articles of incorporation do not eliminate or limit our right or the right of our shareholders to seek injunctive or other equitable relief not involving monetary damages.Restrictions on Ownership
Transfer Agent
The
BHCA generally would prohibit any company thattransfer agent and registrar for our common stock is
not engaged in financial activities and activities that are permissible for a bank holding company or a financial holding company from acquiring control of us. “Control” is generally defined as ownership of 25% or more of the voting stock or other exercise of a controlling influence. In addition, any existing bank holding company would need the prior approval of the Federal Reserve before acquiring 5% or more of our voting stock. The Change in Bank Control Act of 1978, as amended, prohibits a person or group of persons from acquiring control of a bank holding company unless the Federal Reserve has been notified and has not objected to the transaction. Under a rebuttable presumption established by the Federal Reserve, the acquisition of 10% or more of a class of voting stock of a bank holding company with a class of securities registered under Section 12 of the Exchange Act, such as Investar could constitute acquisition of control of the bank holding company. Louisiana law generally requires the prior approval of the Commissioner before a person, group of persons, or company may acquire 25% or more of our voting stock or otherwise exercise a controlling influence over the direction of the management or policy of Investar or Investar Bank.American Stock Transfer & Trust Company, LLC.
DESCRIPTION OF PREFERRED STOCK
General
Our restated
The following discussion summarizes the general terms of the preferred stock that we may issue. The specific terms of any series of preferred stock will be described in the prospectus supplement relating to that series of preferred stock.The discussion below and in any prospectus supplement relating to the offer for sale of shares of a series of our preferred stock does not purport to be complete and is subject to and qualified in its entirety by reference to our articles of incorporation, permitincluding any applicable amendment to our articles of incorporation establishing the terms of the series of preferred stock being offered for sale by means of a prospectus supplement, and our by-laws, each of which is incorporated by reference as an exhibit to the registration statement of which this prospectus form a part, and to applicable Louisiana law, including the LBCA.
General
Our articles of incorporation authorize us to issue up to 5,000,000 shares of preferred stock, no par value per share, in one or more series, without shareholder action.No shares of our preferred stock and authorize ourare currently outstanding.Our board of directors, without shareholder approval, is authorized to fixdesignate the designations, preferences, limitations and relative participating, optional or other special rights (including voting rights), qualifications and limitations of any such series of preferred stock, without further shareholder approval. stock. Each share of a series of preferred stock will have the same relative rights as, and be identical in all respects with, all the other shares of the same series.While the terms of preferred stock may vary from series to series, investorscommon shareholders should assume that all shares of preferred stock that we may issue will be senior to our common stock in respect of distributions and on liquidation.
Although the creation and authorization of preferred stock does not, in and of itself, have any effect on the rights of the holders of our common stock, the issuance of one or moremore series of preferred stock may affect the holders of common stock in a number of respects, including the following: by subordinating our common stock to the preferred stock with respect to dividend rights, liquidation preferences, and other rights, preferences, and privileges; by diluting the voting power orof our common stock; by diluting the earnings per share of our common stock; and by issuing common stock, upon the conversion of the preferred stock, at a price below the fair market value or original issue price of the common stock that is outstanding prior to such issuance.
The preferred stock has the terms described below unless otherwise provided in the prospectus supplement relating to a particular series of the preferred stock. You should read the prospectus supplement relating to the particular series of the preferred stock being offered for specific terms, including:
the designation and stated value per share of the preferred stock and the number of shares offered;
the amount of liquidation preference per share;
the price at which the preferred stock will be issued;
the dividend rate or method of calculation, the dates on which dividends will be payable, whether dividends will be cumulative or noncumulative and, if cumulative, the dates from which dividends will commence to accumulate;
any redemption or sinking fund provisions;
any conversion or exchange provisions;
whether we have elected to offer depositary shares as described in this prospectus under “Description of Depositary Shares”; and
any other rights, preferences, privileges, limitations and restrictions on the preferred stock.
The preferred stock will, when issued, be fully paid and nonassessable. Unless otherwise specified in the prospectus supplement, each series of the preferred stock will rank equally as to dividends and liquidation rights in all respects with each other series of preferred stock. The rights of holders of shares of each series of preferred stock will be subordinate to those of our general creditors.
You should read the prospectus supplement relating to the particular series of the preferred stock being offered for specific terms, including:
•the designation and stated value per share of the preferred stock and the number of shares offered;
•the amount of liquidation preference per share;
•the price at which the preferred stock will be issued;
•the dividend rate or method of calculation, the dates on which dividends will be payable, whether dividends will be cumulative or noncumulative and, if cumulative, the dates from which dividends will commence to accumulate;
•any redemption or sinking fund provisions;
•any conversion or exchange provisions;
•whether we have elected to offer depositary shares as described in this prospectus under “Description of Depositary Shares”; and
•any other rights, preferences, privileges, limitations and restrictions on the preferred stock.
As described in this prospectus under
“Description“Description of Depositary Shares,,” we may, at our option, with respect to any series of
theour preferred stock, elect to offer fractional interests in
such shares,
of preferred stock, and provide for the issuance of depositary receipts representing depositary shares, each of which will represent a fractional interest in a share of the series of
the preferred stock. The fractional interest will be specified in the prospectus supplement relating to
athe particular series of
the preferred stock.
Any series of
the preferred stock
will, with respect to the priority of the payment of dividends and the priority of payments upon liquidation, winding up, and dissolution, rank:could rank senior, to all classes of common stock and all equity securities issued by us, the terms of which specifically provide that the equity securities will rankequal or junior to our other capital stock, as may be described in the preferred stock (the junior securities);
equally with all equity securities issued by us, the termsapplicable prospectus supplement, as long as our articles of which specifically provide that the equity securities will rank equally with the preferred stock (the parity securities); and
incorporation so permit.Dividends
junior to all equity securities issued by us, the terms of which specifically provide that the equity securities will rank senior to the preferred stock.
Dividends
Holders of the preferred stock of each series will be entitled to receive, when, as, and if declared by our board of directors, cash dividends at such rates and on such dates, if any, described in the applicable prospectus supplement. Different series of preferred stock may be entitled to dividends at different rates or based on different methods of calculation. The dividend rate may be fixed or variable or both. Dividends will be payable to the holders of record as they appear on our stock books on the record dates fixed by our board of directors, as specified in the applicable prospectus supplement.
Dividends on any series of the preferred stock may be cumulative or noncumulative, as described in the applicable prospectus supplement. If our board of directors does not declare a dividend payable on a dividend payment date on any series of noncumulative preferred stock, then the holders of that noncumulative preferred stock will have no right to receive a dividend for that dividend payment date, and we will have no obligation to pay the dividend accrued for that period, whether or not dividends on that series are declared payable on any future dividend payment dates. Dividends on any series of cumulative preferred stock
that we issue will accrue from the date we initially issue shares of such series or such other date specified in the applicable prospectus supplement.
No full dividends may be declared or paid or funds set apart for the payment of any dividends on any parity securities unless dividends have been paid or set apart for payment on the preferred stock. If full dividends are not paid, the preferred stock will share dividends pro rata with the parity securities. No dividends may be declared or paid or funds set apart for the payment of dividends on any junior securities unless full cumulative dividends for all dividend periods terminating on or before the date of the declaration or payment will have been paid or declared and a sum sufficient for the payment set apart for payment on the preferred stock.
Rights Upon
If we dissolve, liquidate, or wind up our affairs, either voluntarily or involuntarily, the holders of each series of preferred stock will be entitled to receive, before any payment or distribution of assets is made to holders of junior securities, liquidating distributions in the amount described in the prospectus supplement relating to that series of
the preferred stock, plus an amount equal to accrued and unpaid dividends and, if the series of the preferred stock is cumulative, for all dividend periods prior to that point in time. If the amounts payable with respect to the preferred stock of any series and any other parity securities are not paid in full, the holders of the preferred stock of that series and of the parity securities will share proportionately in the distribution of our assets in proportion to the full liquidation preferences to which they are entitled. After the holders of preferred stock and the parity securities are paid in full, they will have no right or claim to any of our remaining assets.
Because we are a bank holding company, our rights, the rights of our creditors and of our stockholders, including the holders of the preferred stock offered by this prospectus, to participate in the assets of any subsidiary upon the subsidiary’s liquidation or recapitalization may be subject to the prior claims of the subsidiary’s creditors except to the extent that we may ourselves be a creditor with recognized claims against the subsidiary.
We may provide that a series of
theour preferred stock may be redeemable, in whole or in part, at our
option, with prior Federal Reserve approval, if required.option. In addition, a series of preferred stock may be subject to mandatory redemption
pursuant toby means of a sinking fund or otherwise. The redemption provisions that may apply to a series of preferred stock, including the redemption dates and the redemption prices for that series, will be described in the applicable prospectus supplement.
In the event of partial redemptions of
our preferred stock, whether by mandatory or optional redemption, our board of directors will determine the method for selecting the shares to be redeemed, which may be by lot or pro rata or by any other method determined to be equitable.
On or after a redemption date, unless we default in the payment of the redemption price, dividends will cease to accrue on shares of preferred stock called for redemption. In addition, all rights of holders of the shares will terminate except for the right to receive the redemption price.
Unless otherwise specified in the applicable prospectus supplement for any series of preferred stock, if any dividends on any other series of preferred stock ranking equally as to payment of dividends and liquidation rights with such series of preferred stock are in arrears, no shares of any such series of preferred stock may be redeemed, whether by mandatory or optional redemption, unless all shares of preferred stock are redeemed, and we will not purchase any shares of such series of preferred stock. This requirement, however, will not prevent us from acquiring such shares pursuant to a purchase or exchange offer made on the same terms to holders of all such shares outstanding.
Voting Rights
Unless otherwise described in the applicable prospectus supplement, holders of
theour preferred stock will have no voting rights, except as otherwise required by law or
in our articles of incorporation.
Under regulations adopted by
Conversion or Exchange Rights
The prospectus supplement relating to any series of preferred stock that is convertible, exercisable or exchangeable will state the Federal Reserve, ifterms on which shares of that series are convertible into or exercisable or exchangeable for shares of our common stock, another series of our preferred stock or other securities.
DESCRIPTION OF DEPOSITARY SHARES
The following discussion summarizes the
holdersgeneral terms of the depositary shares that we may issue. The specific terms of any series of
the preferred stock are or become entitled to vote for the election of directors, such series may then be deemed a “class of voting stock” and a holder of 10% or more of such class of securities under certain circumstances may then be subject to regulation as a bank holding company or be deemed in control in accordance with federal law.Exchangeability
We may provide that the holders of shares of preferred stock of any series may be required at any time or at maturity to exchange those shares for our debt securities. The applicable prospectus supplement will specify the terms of any such exchange.
DESCRIPTION OF DEPOSITARY SHARES
General
We may, at our option, elect to offer fractional shares of preferred stock, which we call depositary shares rather than full shares of preferred stock. If we do, we will issue to the public receipts, called depositary receipts, for depositary shares, each of which will represent a fraction, to be described in the prospectus supplement relating to that series of depositary shares. The discussion below and in any prospectus supplement relating to the offer for sale of a series of our depositary shares does not purport to be complete and is subject to, and is qualified in its entirety by reference to, the terms of the depositary shares and our preferred stock, as well as the form of the deposit agreement, depositary receipts, our articles of incorporation and any amendments thereto relating to the applicable series of our preferred stock that will be filed with the SEC, and to applicable Louisiana law, including the LBCA.
General
We may elect to offer fractional interests in shares of our preferred stock, in which case we will issue receipts for depositary shares, and each depositary share will represent a fraction of a share of
a particularthe applicable series of
preferred stock. The shares of any series ofour preferred stock, represented by depositary shares will be deposited with a depositary namedas set forth in the applicable prospectus supplement. Unless otherwise provided in the applicable prospectus supplement, eachEach owner of a depositary share will be entitled, in proportion to the applicable fractional interest in a shareshares of our preferred stock represented by theunderlying that depositary share, to all the rights and preferences of theour preferred stock represented by suchunderlying that depositary share. ThoseThese rights may include dividend, voting, redemption conversion and liquidation rights.
The shares of our preferred stock underlying the depositary shares will be deposited with a bank or trust company selected by us to act as depositary, under a deposit agreement between us, the depositary and the holders of the depositary receipts. The depositary will be the transfer agent, registrar and dividend disbursing agent for the depositary shares, and the name and address of the principal executive office of the depositary will be included in the prospectus supplement relating to the issue.
The depositary shares will be evidenced by depositary receipts issued under the deposit agreement, and holders of depositary receipts will agree to be bound by the deposit agreement, which will require holders to take certain actions, such as filing proof of residence and paying certain charges.
Dividends and Other Distributions
The depositary will distribute
all cash dividends or other cash distributions,
if any, received in respect of the
series of our preferred stock
underlying the depositary shares to the record holders of depositary shares in proportion to the numbers of depositary shares owned by those
holders. If there isholders on the relevant record date. The relevant record date for depositary shares will be the same date as the record date for the preferred stock underlying the depositary shares.
In the event of a distribution other than in cash, the depositary will distribute property received by it to the record holders of depositary shares, unless the depositary determines that it is not feasible to make the distribution. If this occurs, the depositary,
may, with our approval,
sellmay adopt another method for the distribution, including selling the property and
distributedistributing the net
cash proceeds
from the sale to the holders.
Liquidation Preference
If a series of our preferred stock underlying the depositary shares has a liquidation preference, in the event of our voluntary or involuntary liquidation, dissolution or winding-up, holders of depositary shares will be entitled to receive the fraction of the liquidation preference accorded each share of the applicable series of our preferred stock, as set forth in the applicable prospectus supplement.
Unless the related depositary shares have been previously called for redemption, upon surrender of the depositary receipts at the principal office of the depositary and payment of any unpaid amount due to the depositary, the holder of the depositary shares will be entitled to delivery, at the office of the depositary to or upon his or her order, ofreceive the number of whole shares of theour preferred stock. Partial shares of our preferred stock and any moneywill not be issued. Holders of our preferred stock will not be entitled to deposit the shares under the deposit agreement or other property represented by the depositary shares. If theto receive depositary receipts delivered by the holder evidence a number ofevidencing depositary shares in excessfor our preferred stock.
Amendment and Termination of the numberDeposit Agreement
The form of
depositary shares representing the number of
whole shares of preferred stock to be withdrawn, the depositary will deliver to the holder at the same time a new depositary receipt evidencing the excess numberdepositary shares and any provision of the deposit agreement may be amended by agreement between the depositary and us. However, any amendment that materially and adversely alters the rights of the holders of depositary shares, other than fee changes, will not be effective unless the amendment has been approved by the holders of at least a majority of the outstanding depositary shares. In no event willThe deposit agreement may be terminated by the depositary deliver fractionalor us only if:
•all outstanding depositary shares have been redeemed; or
•there has been a final distribution of our preferred stock upon surrenderin connection with our dissolution and such distribution has been made to all holders of depositary receipts. shares.
Redemption
If a series of
Depositary Sharesour preferred stock underlying the depositary shares is subject to redemption, the depositary shares will be redeemed from the proceeds received by the depositary resulting from the redemption, in whole or in part, of our preferred stock held by the depositary. Whenever we redeem sharesany of our preferred stock held by the depositary, the depositary will redeem, as of the same redemption date, the number of depositary shares representing shares of theour preferred stock so redeemed, so long as we have paid in fullredeemed. The depositary will mail the notice of redemption to the depositary the redemption pricerecord holders of the preferred stock to be redeemed plus an amount equal to any accumulated and unpaid dividends ondepositary receipts promptly upon receiving the preferred stocknotice from us, unless otherwise provided in the applicable prospectus supplement, prior to the date fixed for redemption. The redemption price per depositary share will be equal to the redemption price and any other amounts per share payable on theof our preferred stock multiplied by the fraction of a share of preferred stock represented by one depositary share. If less than all the depositary shares are to be redeemed, the depositary shares to be redeemed will be selected by lot or pro rata or by any other equitable method as may be determined by the depositary.
stock.
After the date fixed for redemption,
the depositary shares called for redemption will no longer be
deemed to beoutstanding. When the depositary shares are no longer outstanding,
and all rights of the holders
of depositary shares will
cease,terminate, except the right to receive
the moneys payable upon redemption and any money,
securities or other property
to which the holders of the depositary shares were entitledpayable upon
redemption upon surrender to the depositary of the depositary receipts evidencing the depositary shares. redemption.
Voting
the Preferred StockUpon receipt of notice of any meeting at which the holders of the preferred stock are entitled to vote, the depositary will mail the information contained in the notice of meeting to the record holders of the depositary receipts
relating to thatunderlying our preferred stock. The record date for the depositary receipts relating to the preferred stock will be the same date as the record date for the preferred stock. Each record holder of the depositary shares on the record date will be entitled to instruct the depositary as to the exercise of the voting rights pertaining to the number of shares of preferred stock represented by that holder’s depositary shares. The depositary will endeavor, insofar as practicable, to vote the number of shares of preferred stock represented by the depositary shares in accordance with those instructions, and we will agree to take all action that may be deemed necessary by the depositary to enable the depositary to do so. The depositary will not vote any shares of preferred stock except to the extent it receives specific instructions from the holders of depositary
shares representing that number of shares of preferred stock. receipts.
We will pay all United States transfer and other taxes and governmental charges arising solely from the existence of the depositary arrangements.arrangement. We will also pay charges of the depositary in connection with with:
•the initial deposit of our preferred stock;
•the preferred stock and initial issuance of the depositary shares;
•any redemption of theour preferred stock. stock; and
•all withdrawals of our preferred stock by owners of depositary shares.
Holders of depositary receipts will pay
other transfer,
income and other taxes and governmental charges and
such other
specified charges as
are expressly provided in the deposit agreement
to be for their accounts.
If these charges have not been paid, the depositary may:
•refuse to transfer depositary shares;
•withhold dividends and distributions; and
•sell the depositary shares evidenced by the depositary receipt.
Resignation and Removal of Depositary
The depositary may resign at any time by delivering to us notice of its election to do so, and we may remove the depositary at any time. Any resignation or removal of the depositary will take effect upon our appointment of a successor depositary and its acceptance of such appointment. The successor depositary must be appointed within 60 days after delivery of the notice of resignation or removal and must be a bank or trust company having its principal office in the United States and having a combined capital and surplus of at least $50,000,000.
The depositary will forward to holders of depositary receipts all notices, reports and other communications, including proxy solicitation materials received from us,
which are deliveredthat we deliver to the depositary and that we are required to furnish to the holders of
theour preferred stock.
Neither we nor the depositary will be liable if either of us is prevented or delayed by law or any circumstance beyond our control in performing our obligations.obligations under the deposit agreement. Our obligations and those of the depositary will be limited to the performance in good faith of our and their respective duties thereunder. We andunder the deposit agreement. Neither we nor the depositary will not be obligated to prosecute or defend any legal proceeding in respect of any depositary shares or our preferred stock unless satisfactory indemnity is furnished. WeThe depositary and the depositarywe may rely uponon written advice of counsel or accountants, on information provided by persons presenting preferred stock for deposit, holders of depositary receipts or other persons believed in good faith to be competent to give such information, and on documents believed to be genuine.
genuine and to have been signed or presented by the proper party or parties.
DESCRIPTION OF WARRANTS
General
The following discussion summarizes the general terms of the warrants that we may issue. The specific terms of any warrants that we may issue will be described in the prospectus supplement relating to such warrants. The discussion below and in any prospectus supplement relating to the offer for sale of a series of warrants does not purport to be complete and is subject to, and is qualified in its entirety by reference to, the terms of the warrants, as well as the form of the warrant agreement and warrant certificate representing the warrants that will be filed with the SEC in connection with any issuance of warrants, and to applicable Louisiana law. In connection with any offer of warrants, you should also consider the rights and obligations of the securities underlying such warrants.
We may issue warrants to purchase debt securities, preferred stock, depositary shares or common stock. We may offer warrants separately or together with one or more additional warrants, debt securities, preferred stock, depositary shares or common stock, or any combination of those securities in the form of units, as described in the appropriate prospectus supplement. If we issue warrants as part of a unit, the accompanying prospectus supplement will specify whether those warrants may be separated from the other securities in the unit before the warrants’ expiration date.
Below is a description of certain general terms and provisions of the warrants that we may offer. Further terms of the warrants will be described in the applicable prospectus supplement. The applicable prospectus supplement will
contain, where applicable,describe the terms of any warrants, including the following,
terms of and other information relating to the warrants:as may be applicable:•the specific designation and aggregate number of, and the price or prices at which we will issue, the warrants;
•the currency or currency units indesignation and terms of the underlying securities purchasable upon exercise of the warrants;
•the date, if any, on and after which the offering price,warrants and the securities offered with the warrants, if any, will be separately transferable;
•the period(s) during which the warrants will be exercisable;
•the purchase price for each security purchasable on exercise of the warrants;
•the procedures and conditions relating to the exercise of the warrants;
•the minimum or maximum amount of the warrants that may be exercised at any one time;
•any anti-dilution provisions;
•the provisions, if any, for changes to or adjustments in the exercise price are payable;
•the terms of any right that we may have to redeem or call the warrants;
•the effect of any merger, consolidation, sale or other transfer of our business on which the right to exercise the warrants will begin and the date on which that right will expire or, if you may not continuously exercise the warrants throughout that period, the specific date or dates on which you may exercise the warrants;
any applicable anti-dilution provisions;
any applicable redemption or call provisions;
the circumstances under which the warrant exercise price may be adjusted;
agreement;•whether the warrants will be issued in fully registered formcertificated or bearer form, in definitive or global form or in any combination of these forms, although, in any case, the form of a warrant included in a unit will correspond to the form of the unit and of any security included in that unit;
book-entry form;•any applicable material United States federal income tax consequences;
•the identityname of the warrant agent for the warrants and of any other depositaries, execution or paying agents, transfer agents, registrars or other agents;
the proposed listing, if any, of the warrants or any securities purchasable upon exercise of the warrants on any securities exchange;
the designation and terms of the preferred stock or common stock purchasable upon exercise of the warrants;
the designation, aggregate principal amount, currency and terms of the debt securities that may be purchased upon exercise of the warrants;
| •
| •if applicable, the designation and terms of the debt securities, preferred stock, depositary shares or common stock with which the warrants are issued and the number of warrants issued with each security; |
if applicable, the date from and after which the warrants and the related debt securities, preferred stock, depositary shares or common stock will be separately transferable;
the number of shares of preferred stock, the number of depositary shares or the number of shares of common stock purchasable upon exercise of a warrant and the price at which those shares may be purchased;
if applicable, the minimum or maximum amount of the warrants that may be exercised at any one time;
information with respect to book-entry procedures, if any;
whether the warrants are to be sold separately or with other securities as parts of units; and
•any additionalother material terms of the warrants, including terms, procedures and limitations relating to the exchange, transfer and exercise of the warrants.
Outstanding Warrants
SLBB Warrants. In connection with its acquisition of South Louisiana Business Bank (“SLBB”), Investar Bank assumed outstanding warrants to purchase SLBB common stock (which were issued in connection with SLBB’s organization). The terms of these warrants were adjusted to reflect the terms of the merger agreement between Investar Bank and SLBB. There are 124,275 warrants outstanding that are exercisable at a price of $13.33 per share and expire on July 1, 2018.
We may issue units comprised of two or more of the other securities described in this prospectus in any combination. Each unit will be issued so that the holder of the unit is also the holder of each security included in the unit. Thus, the holder of a unit will have the rights and obligations of a holder of each included security. The unit agreement under which a unit is issued may provide that the securities included in the unit may not be held or transferred separately, at any time or at any time before a specified date.
The applicable prospectus supplement
may describe:will specify the terms of the units, including:•the designation and terms of the units and of the securities comprising the units, including whether and under what circumstances those securities may be held or transferred separately;
•any provisions for the issuance, payment, settlement, transfer or exchange of the units or of the securities comprising the units;
•the material terms of the unit agreement governing the units;
•a discussion of material United States federal income tax considerations relevant to the units; and
•whether the units, if issued as a separate security, will be issued in fully registered or global form.
The preceding description and any description of units in the applicable prospectus supplement does not purport to be complete and is subject to and is qualified in its entirety by reference to the form of unit agreement, which will be filed with the SEC in connection with the offering of such units, and, if applicable, collateral arrangements and depositary arrangements relating to such units.
In connection with any offer of units, you should also consider the rights and obligations of the securities comprising such units.
PLAN OF DISTRIBUTION
We may offer and sell the securities offered under this prospectus from time to time in underwritten public offerings, negotiated transactions, block trades or a combination of these securities in anymethods or through underwriters, dealers or agents or directly to one or more of the following ways:
purchasers.to the public through a group of underwriters managed or co-managed by one or more underwriters, or through dealers;
through one or more agents;
directly to purchasers; or
through a combination of such methods of sale.
The distribution of the securities may be effected from time to time in one or more transactions:
transactions at:at •a fixed price, or prices which may be changed from time to time;
at •market prices prevailing at the time of sale;
at •prices related to those prevailing market prices; or
Each time we sell securities a prospectus supplement will describe the method of distribution of the securities and any applicable restrictions.
The prospectus supplement with respect to the securities of a particular series will describe the terms of the offering of the securities, including the following:
•the public offering price;
•the name or names of any agents, dealers or underwriters included in the offer and sale of the securities;
securities and the public offeringamount of securities underwritten or purchase price and purchased by each of them, if any;
•any delayed delivery requirements;
•the proceeds we will receive from the sale of the securities;securities and the use of such proceeds;
•any underwriting discounts, concessions, commissions, agency fees or other compensation payable to underwriters, dealers or agents;
•any discounts and commissions to beor concessions allowed or paidre-allowed or repaid to the agents or underwriters;
dealers;•estimated offering expenses; and
all other items constituting underwriting compensation;
any discounts and commissions to be allowed or paid to dealers; and
•any exchanges on which the securities will be listed.
We may agreegrant underwriters options to enter intopurchase additional securities at the public offering price, with additional underwriting commissions or discounts, as applicable, set forth in the prospectus supplement. The terms of any such option will be set forth in the prospectus supplement for those securities.
Underwriters or agents may make sales in privately negotiated transactions and/or any other method permitted by law, including sales deemed to be an agreement to indemnify the agents and the several underwriters against certain civil liabilities, including liabilities“at-the-market” offering as defined in Rule 415 under the Securities Act, which includes sales made directly on the Nasdaq Global Market, the existing trading market for our common stock, or sales made to contribute to payments the agents or through a market maker other than on an exchange.
Sales Through Underwriters, Dealers or Agents; Direct Sales
If we use underwriters in any sale of securities offered under this prospectus, the underwriters
may be required to make.If so indicated inwill buy the applicable prospectus supplement, we will authorize underwriters or other persons acting as our agents to solicit offers by certain institutions to purchase debt securities from us pursuant to delayed delivery contracts providing for payment and delivery on the date stated in the applicable prospectus supplement. Each contract will be for an amount not less than, and the aggregate amount of securities sold pursuant to those contracts will be equal to, the respective amounts stated in the applicable prospectus supplement. Institutions with whom the contracts, when authorized, may be made include commercial and savings banks, insurance companies, pension funds, investment companies, educational and charitable institutions and other institutions, but will in all cases be subject to our approval. Delayed delivery contracts will not be subject to any conditions except that:
the purchase by an institution of the debt securities covered under that contract will not at the time of delivery be prohibited under the laws of the jurisdiction to which that institution is subject; and
if the debt securities are also being sold to underwriters acting as principals for their own account, the underwriters will have purchased those debt securities not sold for delayed delivery.including through underwriting, purchase, security lending or repurchase agreements with us. The underwriters and other persons acting as our agents will not have any responsibility in respect ofmay then resell the validity or performance of delayed delivery contracts.
In all cases, these purchasers must be approved by us. Unless otherwise set forth in the applicable prospectus supplement, the obligations of any purchaser under any of these contracts will not be subject to any conditions except that (a) the purchase of the securities must not at the time of delivery be prohibited under the laws of any jurisdiction to which that purchaser is subject and (b) if the securities are also being sold to underwriters, we must have sold to these underwriters the securities not subject to delayed delivery. Underwriters and other agents will not have any responsibility in respect of the validity or performance of these contracts.
If underwriters or dealers are used in the sale, the securities will be acquired by the underwriters or dealers for their own account and may be resold from time to time in one or more transactions at a fixed public offering price or at varying prices which may be changed, or at market prices prevailingdetermined at the time of sale or at prices related to such prevailing market prices, or at negotiated prices. The securities may be offered to the public either through underwriting syndicates represented by one or more managing underwriters or directly by one or more of such firms.thereafter. Unless otherwise set forthindicated in the applicable prospectus supplement, the obligations of the underwriters or dealers to purchase the securities offered will be subject to certain conditions precedent and the underwriters or dealers will be obligated to purchase all the securities offered securities if they purchase any are purchased. Anysecurities. The public offering price for the securities and any discounts or concessions allowed or reallowedre-allowed or paid by underwriters or dealers to other dealers may be changed from time to time.
If we use dealers in any sale of securities offered under this prospectus, the securities will be sold to such dealers as principals. The dealers may then resell the securities to the public at varying prices to be determined by such dealers at the time of resale.
If agents are used in any sale of securities offered under this prospectus, they will use their reasonable best efforts to solicit purchases for the period of their appointment or to sell our securities on a continuing basis. If required, the prospectus supplement relating to any particular offering of securities will name any agents designated to solicit offers and will include information about any commissions they may be paid in that offering.
If securities offered under this prospectus are sold directly, by usno underwriters, dealers or agents would be involved.
We are not making an offer of securities in any state that does not permit such an offer. If we sell securities through dealers or agents, designated by us from time to time. Any agent involvedor directly, the terms of any such sales will be described in the offerapplicable prospectus supplement.
Delayed Delivery Contracts
We may authorize underwriters, dealers or saleagents to solicit offers from certain institutions whereby the institution contractually agrees to purchase debt securities offered under this prospectus from us on a future date at a specific price. This type of contract may be made only with institutions that we specifically approve. Those institutions could include banks, insurance companies, pension funds, investment companies and educational and charitable institutions. The underwriters, dealers or agents will not be responsible for the validity or performance of these contracts. The prospectus supplement relating to the contracts will set forth the price to be paid for offered securities under such contracts, the commission payable for solicitation of the contracts and the date or dates in the future for delivery of offered securities in respectpursuant to the contracts.
Market Making, Stabilization and Other Transactions
Each issue of
which this prospectus is delivereda new series of securities, other than issuances of our common stock, will
be named, and any commissions payable by us to such agent will be set forthnot have an established trading market, except as indicated in the applicable prospectus supplement. Unless
otherwise indicated in the applicable prospectus supplement,
any such agent will be actingwe do not expect to list the offered securities on a
best efforts basissecurities exchange, except for
the period of its appointment. To the extent that we make sales to or through one or more underwriters or agents in at-the-market offerings, we will do so pursuant to the terms of a distribution agreement between us and the underwriters or agents. If we engage in at-the-market sales pursuant to a distribution agreement, we will issue and sell shares of our common stock, which is listed on the Nasdaq Global Market. We can provide no assurance as to or through one or more underwriters or agents, which may act on an agency basis or onwhether any of our securities will have a principal basis. Duringliquid trading market.
In order to facilitate the
termoffering of any
such agreement, we may sell shares on a daily basis in exchange transactions or otherwise as we agree withof the securities offered under this prospectus, the underwriters
or agents. The distribution agreement will provide thatwith respect to any
shares of our common stock sold will be sold at prices related to the then prevailing market prices for our common stock. Therefore, exact figures regarding proceeds that will be raised or commissions to be paid cannot be determined at this time and will besuch offering may, as described in
a prospectus supplement. Pursuant to the
terms of the distribution agreement, we also may agree to sell, and the relevant underwriters or agents may agree to solicit offers to purchase, blocks of our common stock or other securities. The terms of each such distribution agreement will be set forth in more detail in a prospectus supplement
to this prospectus. If any underwriter or agent acts as principal, or broker-dealer acts as underwriter, it mayand in accordance with applicable law, engage in
certain transactions that stabilize, maintain or otherwise affect the price of
ourthe securities or any other securities the prices of which may be used to determine payments on these securities.
We will describe any such activities in the applicable prospectus supplement relating to the transaction. OffersStabilizing transactions involve bids to purchase the underlying security in the open market for the purpose of preventing or delaying a decline in the price of the securities. Syndicate covering transactions involve purchases of the securities offeredin the open market after the distribution has been completed in order to cover syndicate short positions. Penalty bids permit the underwriters to reclaim a selling concession from a syndicate member when the securities originally sold by this prospectusthe syndicate member are purchased in a stabilizing or syndicate covering transaction to cover syndicate short positions. Any of these activities may be solicited, and saleshave the effect of raising or maintaining the market price of our securities or preventing or delaying a decline in the market price of our securities. As a result, the market price of the securities may be made, by us directly to institutional investors or others, who mayhigher than it otherwise would be deemed to be underwriters within the meaning of the Securities Act with respect to any resales of the securities. The terms of any offer made in this manner will be included in the prospectus supplement relatingabsence of these transactions. The underwriters are not required to the offer.
Subject to any restrictions relating to debt securitiesengage in bearer form, any securities initially sold outside the United States may be resold in the United States through underwriters, dealers or otherwise.
Each series of securities other than common stock will be a new issue of securities with no established trading market. Any underwriters to whom offered securities are sold by us for public offering and sale may make a market in such securities, but such underwriters will not be obligated to do sothese activities, and may discontinueend any market makingof these activities at any time.
The anticipated date of delivery of the securities offered by this prospectus will betime, all as described in the applicable prospectus supplement relating to the offering. The securities offered by this prospectus may or may not be listed on a national securities exchange or a foreign securities exchange. No assurance can be given as to the liquidity or activity of any trading in the offered securities.
If more than 10% of the net proceeds of any offering of securities made under this prospectus will be received by Financial Industry Regulatory Authority (“FINRA”) memberssupplement.
Any person participating in the
offering or affiliates or associated personsdistribution of securities will be subject to applicable provisions of the Exchange Act and the rules and regulations under the Exchange Act, including Regulation M, which may limit the timing of transactions involving the securities offered under this prospectus. Furthermore, Regulation M may restrict the ability of any person engaged in the distribution of such
FINRA members, the offering will be conducted in accordance with FINRA Rule 5110.We may enter into derivative or other hedging transactions with financial institutions. These financial institutions may in turnsecurities to engage in salesmarket-making activities with respect to the particular securities being distributed. All of our common stock to hedge their position, deliver this prospectus in connection with some or allthe above may affect the marketability of those sales and use the shares covered by this prospectus to close out any short position created in connection with those sales. We may also sell shares of our common stock short using this prospectus and deliver our common stock covered by this prospectus to close out such short positions, or loan or pledge our common stock to financial institutions that in turn may sell the shares of our common stock using this prospectus. We may pledge or grant a security interest in some or all of our common stock covered by this prospectus to support a derivative or hedging position or other obligations and, if we default in the performance of our obligations, the pledges or secured parties may offer and sell our common stock from time to time pursuant to this prospectus.
We also may enter into derivative transactions with third parties, or sell securities not covered by this prospectus to third parties in privately negotiated transactions. If the applicable prospectus supplement indicates, in connection with those derivatives, the third parties may sell securities covered byoffered under this prospectus and the applicable prospectus supplement, includingability of any person or entity to engage in market-making activities with respect to such securities.
Derivative Transactions and Hedging
We, the underwriters or other agents engaged by us may engage in derivative transactions involving the securities. These derivatives may consist of short sale transactions. If so,transactions and other hedging activities. The underwriters or agents may acquire a long or short position in the third partysecurities, hold or resell securities acquired and purchase options or futures on the securities and other derivative instruments with returns linked or related to changes in the price of the securities. In order to facilitate these derivative transactions, we may enter into security lending or repurchase agreements with the underwriters or agents. The underwriters or agents may effect the derivative transactions through sales of the securities to the public, including short sales, or by lending the securities in order to facilitate short sale transactions by others. The underwriters or agents may also use the securities pledged by uspurchased or borrowed from us or others to settle those sales or to close out any related open borrowings(or, in the case of stock, and may usederivatives, securities received from us in settlement of those derivativesderivatives) to directly or indirectly settle sales of the securities or close out any related open borrowings of stock. the securities.
General Information
We expect that any agreements we may have with underwriters, dealers and agents will include provisions indemnifying them against certain civil liabilities, including certain liabilities under the Securities Act, or providing for contribution with respect to payments that they may be required to make. An underwriter, dealer or agent, or any of their affiliates, may be a customer of, or otherwise engage in transactions with or perform services for us in the ordinary course of business.
The third party in such sale transactionsspecific terms of any lock-up provisions with respect to any given offering will be an underwriter and, if not identifieddescribed in the applicable prospectus supplement.
Under the securities laws of various states, the securities offered under this prospectus willmay be identifiedsold in those states only through registered or licensed brokers or dealers. In addition, in various states the securities offered under this prospectus may not be offered and sold unless such securities have been registered or qualified for sale in the state or an exemption from such registration or qualification is available. We are not making an offer of securities in any state that does not permit such an offer.
LEGAL OPINIONS
Unless otherwise indicated in the applicable prospectus supplement,
(or a post-effective amendment). In addition, we may otherwise loan or pledge securities to a financial institution or other third party that in turn may sell the
securities short using this prospectus. Such financial institution or other third party may transfer its economic short position to investors in our securities or in connection with a concurrent offering of other securities. Certain of the underwriters and their associates and affiliates may be customers of, have borrowing relationships with, engage in other transactions with, and/or perform services, including investment banking services, for, us or one or more of our affiliates in the ordinary course of business.
LEGAL OPINIONS
The validity of the securities offered herebysecurities will be passed upon for us by Kilpatrick TownsendFenimore, Kay, Harrison & StocktonFord, LLP, Washington, D.C.
Austin, Texas.
The consolidated financial statements of Investar Holding Corporation
as December 31, 2015 and 2014, and for each of the yearsappearing in
the three-year period ended December 31, 2015 included in the Company’sInvestar Holding Corporation’s Annual Report
on Form 10-K(Form 10-K) for the year ended December 31,
20152019, and the effectiveness of Investar Holding Corporation’s internal control over financial reporting as of December 31, 2019 have been
incorporated herein, in reliance upon the reports of Postlethwaiteaudited by Ernst & Netterville, APAC anYoung LLP, independent registered public accounting firm,
as set forth in their reports thereon, included therein, and incorporated herein by reference. Such consolidated financial statements are incorporated herein by reference in reliance upon such reports given on the authority of such firm as experts in accounting and auditing.
Investar Holding Corporation
Warrants
Prospectus
____________, 2016
November 6, 2020
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The following table sets forth the various expenses to be incurred in connection with the sale and distribution of the securities being registered. All amounts shown are estimates except the
Securities and Exchange CommissionSEC registration fee.
| |
Filing Fee — Securities and Exchange Commission
| $5,795
| | |
Printing expenses
SEC registration fee | *
$ | 16,365 | |
Printing expenses | * |
| Legal fees and expenses | * |
Accounting fees and expenses | * |
Miscellaneous expenses | * |
Total Expenses | $ *
|
*These fees and expenses depend on the securities offered and the number of issuances and cannot be estimated at this time.The estimate of such expenses incurred in connection with each offering of securities under this registration statement will be included in the applicable prospectus supplement.
Item 15. Indemnification of Directors and Officers.
Louisiana Business Corporation Law
Under Section 83
Sections 1-850 through 1-859 of the Louisiana Business Corporation
Law (the “LBCL”),Act, or the LBCA, provide, in part, that a Louisiana corporation may indemnify
any person who waseach of its current or
former directors and officers (each of which is referred to herein as an “indemnitee”) against liability (including judgments, settlements, penalties, fines, or reasonable expenses) incurred by the indemnitee in a proceeding to which the indemnitee is a party
or is threatened to be made a party to any action, suit or proceeding, whether civil, criminal, administrative or investigative (including an action by or inif the
right of the corporation), by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another business, foreign or nonprofit corporation, partnership, joint venture or other enterprise. Indemnified expenses include attorney fees, judgments, fines, amounts paid in settlement and other expenses actually and reasonably incurred by the indemnified party in connection with the action, suit or proceeding if heindemnitee acted in good faith and
in a manner he reasonably believed
to beeither (i) in
the case of conduct in an official capacity, that such indemnitee’s conduct was in the corporation’s best interests or
(ii) in all other cases, that such indemnitee’s conduct was at least not opposed to the best interests of the corporation, and, with respect to any criminal
action or proceeding,
the indemnitee had no reasonable cause to believe
hissuch indemnitee’s conduct was unlawful.
InUnder the
caseLBCA, the corporation may also advance expenses to the indemnitee provided that the indemnitee delivers (i) a written affirmation of
actionssuch indemnitee’s good faith belief that the relevant standard of conduct has been met by
such indemnitee or
that the proceeding involves conduct for which liability has been eliminated and (ii) a written undertaking to repay any funds advanced if (a) such indemnitee is not entitled to mandatory indemnification by virtue of being wholly successful, on the merits or otherwise, in the
rightdefense of
the corporation, no indemnityany such proceeding and (b) it is
permitted under Section 83 of the LBCL ifultimately determined that such indemnitee has not met the relevant
person is determined, in a final non-appealable judgment, to be liable for willful or intentional misconduct in the performancestandard of
his duty to the corporation, unless a court determines otherwise.If a director, officer, employee or agent ofconduct. In addition, the corporation has beenthe power to obtain and maintain insurance on behalf of any person who is or was acting for the corporation, regardless of whether the corporation has the legal authority to indemnify, or advance expenses to, the insured person with respect to such liability.
Under the LBCA, a corporation must indemnify any present or former director or officer of a corporation for expenses incurred in connection with the proceeding if such person was wholly successful, on the merits or otherwise, in defense of any
action referredproceeding, that he was a party to
in the previous paragraph or any claim therein, the corporation must indemnify him against expenses actually and reasonably incurred in connection with such matter. Section 83 permits a corporation to pay expenses incurred by
the indemnified party in defending an action, suit or proceeding in advancevirtue of the
final disposition if approved by the board of directors and accompanied by an undertaking by the indemnified party to repay such amounts if it is later determinedfact that he is
or was a director or officer of the corporation. This mandatory indemnification requirement does not
entitledlimit the corporation’s right to
indemnification. Section 83 also authorizes Louisiana corporationspermissibly indemnify a director or officer with respect to
buy liability insurance on behalfexpenses of a partially successful defense of any
current or former director, officer, agent or employee. The indemnification and expense advancement provisions contained in Section 83 are not exclusive of any other rights to which those indemnified may be entitled under any bylaw, agreement, shareholder or director authorization or otherwise.Investar By-laws
Theproceeding.
Our by-laws
of Investar Holding Corporation (“Investar”) contain indemnification provisions that require
the companyus to indemnify any director
or officer
employee or agent made
a party to
anya proceeding because he or she was a director or officer against liability incurred in such proceeding if such
persondirector or officer (i) conducted himself or herself in good faith; (ii) reasonably believed (a) in the case of conduct in his or her official capacity with us, that his or her conduct was in our best interests, or (b) in all other cases, that his or her conduct was at least not opposed to our best interest; and (iii) in the case of any criminal proceeding, the director or officer had no reasonable cause to believe his or her conduct was unlawful.
Indemnification is not allowed if (i) in connection with a proceeding by us or in our right, the director or officer is adjudged liable to us; or (ii) in connection with any proceeding, the director or officer is adjudged liable for receiving an improper personal benefit, regardless of whether the action occurred in the individual’s official capacity. Indemnification in connection with any proceeding by or in the right of the corporation is limited to reasonable expenses (including reasonable attorneys’ fees) incurred. In any case, we must fully indemnify a director or officer who is wholly successful on the merits or otherwise in the defense of any proceeding to which he or she is a party by virtue of his or her position as an officer or director.
We must advance reasonable expenses (including attorneys’ fees) incurred by a director or officer in advance of a final disposition of a proceeding if:
•The director or officer furnishes a written affirmation of his good faith belief that he has met the requisite standard of conduct;
•The director or officer furnishes a written undertaking to repay the advance if it is ultimately determined that he or she did not meet the requisite standard of conduct; and
•A determination is made that the facts then known to those making the determination would not preclude indemnification.
A director or officer may apply for indemnification to a court of competent jurisdiction. A court may order us to indemnify the party if it determines that:
•The director or officer has been wholly successful on the merits or otherwise in the defense or the proceeding; or
•The director or officer is fairly and reasonably entitled to indemnification in view of all relevant circumstances, regardless of whether he has met the requisite standard of conduct whichor was adjudged liable (if the latter, indemnification is the same aslimited to reasonable expenses incurred, including reasonable attorneys’ fees).
Unless so ordered by a court, we will only indemnify an officer or director after a determination has been made that under the LBCL. Under the by-laws, the determination whether a director or officerhe has met the requiredrequisite standard of conduct to be eligible for indemnification. This determination is made by Investar’smade:
•By our board of directors orby majority vote of a quorum consisting of directors not at the time parties to the proceeding;
•If such quorum cannot be obtained, by majority vote of a committee thereof,duly designated by the board consisting solely of two or more directors not at the time parties to the proceeding;
•By special legal counsel selected by the board or its committee; or
•By vote of the shareholders, excluding the voting of shares held by its shareholders. The advancement of expenses isdirectors and officers who are at the time parties to the proceeding.
Our by-laws also
mandatory under Investar’s by-laws, provided thatempower us to purchase and maintain insurance to provide the
director or officer makes deliveries analogous to those required under the LBCL and such advancement is authorized as provided under the LBCL.II-1
indemnification described above.
Finally, our ability to provide indemnification to its directors and officers is limited by federal banking laws and regulations, including, but not limited to, 12 U.S.C. 1828(k).
The foregoing is only a general summary of certain aspects of Louisiana law and our governing documents dealing with indemnification of directors and officers, and does not purport to be complete. It is qualified in its entirety by reference to our by-laws, a copy of which is on file with the SEC, and to the relevant provisions of the LBCA.
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling us under any of the foregoing provisions, in the opinion of the SEC, that indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.
| | |
Exhibit Number
| | Description
| | | | | | | | | |
1.1
Exhibit Number | | Form of Underwriting Agreement.*
Description | | Location |
3.1
1.1 | | Underwriting Agreement | | * |
| 3.1 | | Restated Articles of Incorporation (incorporated by reference hereinof Investar Holding Corporation | | Exhibit 3.1 to the Registration Statement on Form S-1 (Registration No. 333-196014)).of Investar Holding Corporation filed May 16, 2014 and incorporated herein by reference. |
3.2 | | Amended and Restated By-laws (incorporated by reference hereinof Investar Holding Corporation | | Exhibit 3.2 to the Registration Statement on Form S-1 (Registration No. 333-196014)).S-4 of Investar Holding Corporation filed October 10, 2017 and incorporated herein by reference. |
| | No long-term debt instrument issued by the Registrant exceeds 10% of consolidated assets or is registered. In accordance with paragraph 4(iii) of Item 601(b) of Regulation S-K, the Registrant will furnish the Securities and Exchange Commission copies of long-term debt instruments and related agreements upon request.
|
4.2
| | | | Filed herewith. |
4.3
| | | | Filed herewith. |
4.4
4.3 | | Form of Deposit Agreement (including Form of Depositary Share Certificate) with respect to Depositary Shares.and Certificate. | | * |
4.5
4.4 | | Form of Common Stock Certificate.* | | Exhibit 4.1 to the Registration Statement on Form S-1 of Investar Holding Corporation filed May 16, 2014 and incorporated herein by reference. |
4.6
4.5 | | Form of Preferred Stock Certificate. | | * |
4.7
4.6 | | Form of Articles Supplementary for series of Preferred Stock.*
|
4.8
| | Form of Warrant Agreement (including Form of Warrant Certificate)and Certificate with respect to Warrants to Purchase Debt Securities, Preferred Stock, Depositary Shares, Common Stock or Units.Units | | * |
4.9
4.7 | | Form of Unit Agreement.Agreement and Certificate. | | * |
| | | | Filed herewith |
12.1
| | Calculation of Consolidated Ratios of Earnings to Fixed Charges.
|
23.1
| | |
23.2
| | Consent of Kilpatrick Townsend & Stockton LLP (includedIncluded in Exhibit 5.1 filed herewith).
|
24.1
| | Power
| | Filed herewith |
| 24.1 | | Powers of Attorney (included in the | | Included on signature pagespage of this Registration Statement).registration statement |
25.1 | | Form T-1 Statement of Eligibility of Trustee under the Trust Indenture Act of 1939, as amended, for the Senior Indenture Trustee (to be filed prior to any issuance of Senior Debt Securities).Indenture. | | ** |
25.2 | | Form T-1 Statement of Eligibility of Trustee under the Trust Indenture Act of 1939, as amended, for the Subordinated Indenture Trustee (to be filed prior to any issuance of Subordinated Debt Securities).Indenture. | | ** |
*
To be subsequently filed by amendment or as an amendmentexhibit to a report filed in accordance with Section 13(a) or Section 15(d) of the Registration Statement or by a Current Report on Form 8-KSecurities Exchange Act of 1934, as amended, and incorporated herein by reference.**
To be subsequently filed, when appropriate, pursuant toin accordance with Section 305(b)(2) of the TrustTrust Indenture Act of 1939,
under electronic form type 305B2.
II-2
as amended, and the rules and regulations thereunder.
The undersigned
Registrant herebyregistrant undertakes:
(1)To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
| (i)
| (i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; |
| (ii)
| (ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and |
| (iii)
| (iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; |
provided, however,
, that the undertakings set forth in paragraphs (1)(i), (1)(ii) and (1)(iii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the CommissionSEC by the registrant pursuant to sectionSection 13 or sectionSection 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in thethis registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement.(2)
That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment
shallwill be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time
shallwill be deemed to be the initial
bona fide offering thereof.
(3)
To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.(4)
That, for purposesthe purpose of determiningdetermining liability under the Securities Act of 1933 to any purchaser:
| (i)
| Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall(i) Each prospectus filed by the registrant pursuant to Rule 424(b)(3) will be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and
|
| (ii)
| (ii) Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by Section 10(a) of the Securities Act of 1933 will be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of
securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date will be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time will be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date. (5) or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii) or (x) for the purpose of providing the information required by section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date. |
(5) That, for the purpose of determining any liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities: The registrantsecurities, the undersigned registrant undertakes that in a primary offering of
II-3
securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:
| (i)
| any(i) Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;
|
| (ii)
| any(ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;
|
| (iii)
| the portion of any other free writing prospectus relating to the offering containing material information about the registrant or its securities provided by or on behalf of the registrant; and
|
| (iv)
| any other communication that is an offer in the offering made by the registrant to the purchaser.
|
(iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant hereby undertakesor its securities provided by or on behalf of the undersigned registrant; and
(iv) Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.
(6) That, for
the purposepurposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934
(and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement
shallwill be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time
shallwill be deemed to be the initial bona fide
offering thereof. (7) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the
U.S. Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.
The undersigned registrant hereby undertakes to
(8) To file an application for the purpose of determining the eligibility of the trustee to act under subsection (a) of Section 310 of the Trust Indenture Act in accordance with the rules and regulations prescribed by the
CommissionSEC under Section 305(b)(2) of the
Trust Indenture Act.
II-4
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrantregistrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this
Registration Statementregistration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Baton Rouge, State of Louisiana, on
December 21, 2016.November 6, 2020. | | | | | |
| INVESTAR HOLDING CORPORATION | |
| By:
|
| /s/
|
| By: | |
| John J. D’Angelo | |
| | John J. D’Angelo
| |
| | President and Chief Executive Officer | |
SIGNATURES AND
POWER OF ATTORNEY
We, the undersigned officers and directors of Investar Holding Corporation hereby severally constitute and appoint
Each person whose signature appears below appoints John J. D’Angelo and Christopher L. Hufft, and each of them, singly, ourany of whom may act without the joinder of the other, as his true and lawful attorneysattorneys-in-fact and agents, with full power to any of them,substitution and to each of them singly, to signresubstitution, for ushim and in our nameshis name, place and stead, in the capacities indicated below the Registration Statement on Form S-3 filed herewith and any and all pre-effectivecapacities, to sign any and all amendments (including post-effective amendmentsamendments) to said Registration Statementthis registration statement and generallyany registration statement (including any amendment thereto) for this offering that is to do all such things in our name and behalf in our capacities as officers and directorsbe effective upon filing pursuant to enable Investar Holding Corporation to comply with the provisions ofRule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all requirements ofexhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he might or would do in person, hereby ratifying and confirming our signatures as they may be signed by ourall that said attorneys,attorneys-in-fact and agents or any of them or their or his substitute or substitutes, may lawfully do or cause to said Registration Statement and any and all amendments thereto. Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed belowbe done by the following persons on behalf of the Registrant and in the capacity and on the dates indicated.
virtue hereof.
| | | | | | | | | | | | | | |
December 21, 2016
Signature | By:/s/John J. D’Angelo
John J. D’Angelo
| Title | | Date |
| | | | |
| | President and Chief Executive Officer and Director | | |
| /s/ John J. D’Angelo | | (Principal Executive Officer) | | November 6, 2020 |
December 21, 2016
John J. D’Angelo | By:/s/Christopher L. Hufft
Christopher L. Hufft
| | | |
| | Executive Vice President and Chief Financial Officer | | |
| /s/ Christopher L. Hufft | | (Principal Financial Officer) | | November 6, 2020 |
December 21, 2016
Christopher L. Hufft | By:/s/Rachel P. Cherco
Rachel P. Cherco
| | | |
| | Executive Vice President and Chief Accounting Officer (Principal Accounting Officer)
|
December 21, 2016
| By:/s/James M. Baker
James M. Baker
Director
|
| |
December 21, 2016
/s/ Rachel P. Cherco | By:/s/Thomas C. Besselman, Sr.
Thomas C. Besselman, Sr.
Director
| (Principal Accounting Officer) | | November 6, 2020 |
| Rachel P. Cherco | |
December 21, 2016
| By:/s/James H. Boyce, III
James H. Boyce, III
Director
|
December 21, 2016
| By/s/Robert M. Boyce, Sr.
Robert M. Boyce, Sr.
Director
|
| |
December 21, 2016
| By:/s/William H. Hidalgo, Sr.
William H. Hidalgo, Sr.
Director
|
| |
December 21, 2016
| By:/s/Gordon H. Joffrion, III
Gordon H. Joffrion, III
Director
|
December 21, 2016
| By:/s/David J. Lukinovich
David J. Lukinovich
Director
|
December 21, 2016
| By:/s/Suzanne O. Middleton
Suzanne O. Middleton
Director
|
December 21, 2016
| By:/s/Andrew C. Nelson, M.D.
Andrew C. Nelson, M.D.
Director
|
December 21, 2016
| By:/s/Carl R. Schneider, Jr.
Carl R. Schneider, Jr.
Director
|
December 21, 2016
| By:/s/Frank L. Walker
Frank L. Walker
Director
|
EXHIBIT INDEX
| | |
Exhibit Number
| | Description
| | | | | | | | | |
1.1
/s/ James M. Baker | | Form of Underwriting Agreement.*
Director | | November 6, 2020 |
3.1
James M. Baker | | Restated Articles of Incorporation (incorporated by reference herein to the Form S-1 (Registration No. 333-196014)).
| | |
3.2
| | By-laws (incorporated by reference herein to the Form S-1(Registration No. 333-196014)).
| | |
4.1
/s/ Thomas C. Besselman, Sr. | | No long-term debt instrument issued by the Registrant exceeds 10% of consolidated assets or is registered. In accordance with paragraph 4(iii) of Item 601(b) of Regulation S-K, the Registrant will furnish the Securities and Exchange Commission copies of long-term debt instruments and related agreements upon request.
Director | | November 6, 2020 |
4.2
Thomas C. Besselman, Sr. | | Form of Indenture for Senior Debt Securities (including form of Note for Senior Debt Securities).
| | |
4.3
| | Form of Indenture for Subordinated Debt Securities (including form of Note for Subordinated Debt Securities).
| | |
4.4
/s/ James H. Boyce, III | | Form of Deposit Agreement (including Form of Depositary Share Certificate) with respect to Depositary Shares.*
Director | | November 6, 2020 |
4.5
James H. Boyce, III | | Form of Common Stock Certificate.*
| | |
4.6
| | Form of Preferred Stock Certificate.*
| | |
4.7
/s/ Robert M. Boyce, Sr. | | Form of Articles Supplementary for series of Preferred Stock.*
Director | | November 6, 2020 |
4.8
Robert M. Boyce, Sr. | | Form of Warrant Agreement (including Form of Warrant Certificate) with respect to Warrants to Purchase Debt Securities, Preferred Stock, Depositary Shares, Common Stock or Units.*
| | |
4.9
| | Form of Unit Agreement.*
| | |
5.1
/s/ William H. Hidalgo, Sr. | | Opinion of Kilpatrick Townsend & Stockton LLP as to the legality of the securities being offered.
Director | | November 6, 2020 |
12.1
William H. Hidalgo, Sr. | | Calculation of Consolidated Ratios of Earnings to Fixed Charges.
| | |
23.1
| | Consent of Postlethwaite & Netterville, APAC.
| | |
23.2
/s/ Gordon H. Joffrion, III | | Consent of Kilpatrick Townsend & Stockton LLP (included in Exhibit 5.1 filed herewith).
Director | | November 6, 2020 |
24.1
Gordon H. Joffrion, III | | Power of Attorney (included in the signature pages of this Registration Statement).
| | |
25.1
| | Form T-1 Statement of Eligibility of the Senior Indenture Trustee (to be filed prior to any issuance of Senior Debt Securities).**
| | |
25.2
/s/ Robert Chris Jordan | | Form T-1 Statement of Eligibility of the Subordinated Indenture Trustee (to be filed prior to any issuance of Subordinated Debt Securities).**
Director | | November 6, 2020 |
*
Robert Chris Jordan | To be subsequently filed by an amendment to the Registration Statement or by a Current Report on Form 8-K and incorporated herein by reference.
| | | |
| | | | |
| /s/ David J. Lukinovich | | Director | | November 6, 2020 |
| David J. Lukinovich | | | | |
| | | | |
| /s/ Suzanne O. Middleton | | Director | | November 6, 2020 |
| Suzanne O. Middleton | | | | |
| | | | |
| /s/ Andrew C. Nelson, M.D. | | Director | | November 6, 2020 |
| Andrew C. Nelson, M.D. | | | | |
| | | | |
| /s/ Frank L. Walker | | Director | | November 6, 2020 |
| Frank L. Walker | | | | |
**
| To be subsequently filed, when appropriate, pursuant to Section 305(b)(2) of the Trust Indenture Act of 1939 under electronic form type 305B2.
|