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Flushing Financial (FFIC)

Filed: 22 Nov 21, 5:24pm

 

 

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): November 22, 2021

 

FLUSHING FINANCIAL CORPORATION

(Exact Name of Registrant as Specified in its Charter)

 

Delaware 000-33013 11-3209278
(State or Other Jurisdiction
of Incorporation)
 (Commission File No.) (I.R.S. Employer
Identification No.)

 

220 RXR Plaza, Uniondale, New York 11556
(Address of Principal Executive Offices) (Zip Code)

 

Registrant’s telephone number, including area code:            (718) 961-5400

 

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

 

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

 

Title of each class Trading
Symbol(s)
 Name of each exchange on which
registered
Common Stock, $0.01 par value FFIC The Nasdaq Stock Market LLC

 

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))

 

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

 

Emerging growth company ¨

 

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

 

 

 

 

 

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

 

The disclosures below under Item 8.01 of this Current Report on Form 8-K are also responsive to Item 2.03 of this Current Report on Form 8-K and are hereby incorporated by reference into this Item 2.03.

 

Item 8.01Other Events

 

Pursuant to the previously announced offering of $125,000,000 million aggregate principal amount of 3.125% Fixed-to-Floating Rate Subordinated Notes due 2031 (the “Notes”) issued by Flushing Financial Corporation (the “Company”), the Company and Wilmington Trust, National Association, as trustee entered into an Indenture dated as of November 22, 2021 (the “Base Indenture”) and a First Supplemental Indenture dated as of November 22, 2021 to the Base Indenture (the “Supplemental Indenture” and, together with the Base Indenture, the “Indenture”), providing for the issuance of the Notes.

 

The Notes initially will bear interest at a rate of 3.125% per annum, payable semi-annually in arrears on June 1 and December 1 of each year, commencing on June 1, 2022. The last interest payment date for the fixed rate period will be December 1, 2026. From and including December 1, 2026 to, but excluding, December 1, 2031 or the date of earlier redemption, the Notes will bear interest at a floating rate per annum equal to the Benchmark rate (which is expected to be Three-Month Term SOFR), each as defined in and subject to the provisions of the Indenture, plus 203.5 basis points, payable quarterly in arrears on March 1, June 1, September 1 and December 1 of each year, commencing on March 1, 2027. Notwithstanding the foregoing, if the Benchmark rate is less than zero, the Benchmark rate will be deemed to be zero.

 

The Company may redeem the Notes at such times and at the redemption prices provided for in the Indenture.

 

The Base Indenture and the Supplemental Indenture (including the form of Notes) are filed as Exhibits 4.1 and 4.2 to this Current Report on Form 8-K, respectively, and are incorporated herein by reference.

 

The above-mentioned offering was made pursuant to an effective shelf registration statement on Form S-3 (File No. 333-260993) filed by the Company. A copy of the opinion of Holland & Knight LLP relating to the legality of the Notes is filed as Exhibit 5.1 to this Current Report on Form 8-K.

 

On November 22, 2021, the Company issued a press release announcing the closing of its offering of the Notes. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

 

Item 9.01.Financial Statements and Exhibits.

 

 Exhibit No. Description
    
 4.1 Indenture, dated November 22, 2021, between Flushing Financial Corporation and Wilmington Trust, National Association, as trustee.
 4.2 First Supplemental Indenture, dated November 22, 2021, between Flushing Financial Corporation and Wilmington Trust, National Association, as trustee.
 4.3 Form of 3.125% Fixed-to-Floating Rate Subordinated Notes due 2031 (included in Exhibit 4.2)
 5.1 Opinion of Holland & Knight LLP
 23.1 Consent of Holland & Knight LLP (included in Exhibit 5.1)
 99.1 Press Release dated November 22, 2021
 104 The cover page from the Company’s Form 8-K, formatted in Inline XBRL.

 

 

 

 

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.

 

  Flushing FINANCIAL CORPORATION
   
DATE: November 22, 2021By:/s/ Susan K. Cullen
  Susan K. Cullen
  Executive Vice President and Chief Financial Officer