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FFBC First Financial Bancorp

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): April 24, 2020

 

FIRST FINANCIAL BANCORP.

(Exact name of registrant as specified in its charter)

 

Ohio 001-34762 31-1042001
(State or other jurisdiction of (Commission File Number) (I.R.S. employer
incorporation or organization)   identification number)

 

255 East Fifth Street, Suite 800
Cincinnati, Ohio
 45202
(Address of principal executive offices) (Zip Code)

 

Registrant’s telephone number, including area code: (877) 322-9530

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

¨Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class Trading symbol Name of exchange on which
registered
Common stock, No par value FFBC The NASDAQ Stock Market LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company  ¨

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ¨

 

 

 

 

 

Item 1.01Entry into a Material Definitive Agreement.

 

On April 30, 2020, First Financial Bancorp. (the “Company”) completed the issuance and sale (the “Offering”) of $150,000,000 aggregate principal amount of its 5.25% Fixed-to-Floating Rate Subordinated Notes due 2030 (the “Notes”). The Offering was completed pursuant to the Company’s registration statement on Form S-3 (File No. 333-219554) (including a base prospectus) filed with the Securities and Exchange Commission (the “SEC”) on July 28, 2017, as supplemented by the prospectus supplement dated April 24, 2020, and filed with the SEC on April 28, 2020 (the “Prospectus Supplement”).

 

In connection with the Offering, the Company entered into an Underwriting Agreement, dated April 24, 2020 (the “Underwriting Agreement”), with Keefe, Bruyette & Woods, Inc. The Notes were sold at an underwriting discount of 1.0%, resulting in net proceeds to the Company of approximately $148.5 million before deducting expenses of the Offering. The Company intends to use the net proceeds from the Offering for general corporate purposes, which may include working capital, repaying indebtedness, providing capital to support the organic growth of First Financial Bank, financing investments and capital expenditures, and for investments in First Financial Bank as regulatory capital. The Underwriting Agreement contains customary representations, warranties and covenants and includes the terms and conditions for the sale of the Notes in the Offering, indemnification and contribution obligations and other terms and conditions customary in agreements of this type.

 

The Notes were issued under the Subordinated Indenture, dated as of August 25, 2015 (the “Base Indenture”), as supplemented by the Second Supplemental Indenture, dated as of April 30, 2020 (the “Second Supplemental Indenture” and, together with the Base Indenture, the “Indenture”), between the Company and Wells Fargo Bank, National Association, as trustee.

 

From and including the date of issuance to, but excluding, May 15, 2025, or earlier redemption date, the Notes will bear interest at an initial fixed rate of 5.25% per annum, payable semi-annually in arrears on May 15 and November 15 of each year, commencing on November 15, 2020. From and including May 15, 2025 to, but excluding the maturity date, May 15, 2030, or earlier redemption date, the Notes will bear interest at a floating rate per annum equal to a benchmark rate, which is expected to be Three-Month Term SOFR (as defined in the Second Supplemental Indenture), plus 509 basis points, payable quarterly in arrears on February 15, May 15, August 15 and November 15 of each year, commencing on August 15, 2025. Notwithstanding the foregoing, if the benchmark rate is less than zero, then the benchmark rate shall be deemed to be zero.

 

The Company may, at its option, redeem the Notes (i) in whole or in part beginning with the interest payment date of May 15, 2025, and on any interest payment date thereafter or (ii) in whole but not in part upon the occurrence of a “Tax Event,” a “Tier 2 Capital Event” or the Company becoming required to register as an investment company pursuant to the Investment Company Act of 1940, as amended. The redemption price for any redemption is 100% of the principal amount of the Notes, plus accrued and unpaid interest thereon to, but excluding, the date of redemption. Any redemption of the Notes will be subject to the receipt of the approval of the Board of Governors of the Federal Reserve System to the extent then required under applicable laws or regulations, including capital regulations.

 

There is no sinking fund for the Notes. The Notes rank junior to all of the Company’s existing and future senior indebtedness. In addition, the Notes are effectively subordinated to any secured indebtedness of the Company to the extent of the value of the assets securing such indebtedness. The Notes are structurally subordinated to all of the existing and future liabilities and obligations of the Company’s subsidiaries, including the deposit liabilities and claims of other creditors of the Company’s bank subsidiary, First Financial Bank. The Notes are equal in right of payment with any of the Company’s existing and future subordinated indebtedness, including the Company’s 5.125% subordinated notes due 2025. The Notes are the obligations of the Company only and are not obligations of, and are not be guaranteed by, any of the Company’s subsidiaries.

 

The foregoing descriptions of the Underwriting Agreement and the Notes do not purport to be complete and are subject to, and qualified in their entirety by, the full text of (i) the Underwriting Agreement, (ii) the Base Indenture, (iii) the Second Supplemental Indenture and (iv) the form of the Notes, each of which is attached hereto as an exhibit and is incorporated herein by reference.

 

Item 2.03

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

 

The information in Item 1.01 above is incorporated by reference into this Item 2.03.

 

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Item 9.01Financial Statements and Exhibits.

 

(d) Exhibits

 

1.1Underwriting Agreement, dated as of April 24, 2020, by and among First Financial Bancorp., First Financial Bank and Keefe, Bruyette & Woods, Inc.
4.1Subordinated Indenture, dated as of August 25, 2015, between First Financial Bancorp. and Wells Fargo Bank, National Association (incorporated by reference to Exhibit 4.1 of First Financial Bancorp.’s Current Report on Form 8-K filed August 26, 2015 (File No. 000-34762))
4.2Second Supplemental Indenture, dated as of April 30, 2020, between First Financial Bancorp. and Wells Fargo Bank, National Association
4.3Form of 5.25% Fixed-to-Floating Rate Subordinated Notes due 2030 (included in Exhibit 4.2 of this Current Report on Form 8-K)
5.1Opinion of Vorys, Sater, Seymour and Pease LLP
23.1Consent of Vorys, Sater, Seymour and Pease LLP (included in Exhibit 5.1 of this Current Report on Form 8-K)
104Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

FIRST FINANCIAL BANCORP.

 

 

 By:/s/ James M. Anderson
  James M. Anderson
  Executive Vice President and Chief Financial Officer

 

Date: April 30, 2020

 

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