SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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)
|(State or Other Jurisdiction|
|(Commission File No.)||(I.R.S. Employer|
|220 RXR Plaza, Uniondale, New York||11556|
|(Address of Principal Executive Offices)||(Zip Code)|
Registrant’s telephone number, including area code: (718) 961-5400
(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|
|Name of each exchange on which|
|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 2.03||Creation 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 8.01||Other 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.|
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, 2021||By:||/s/ Susan K. Cullen|
|Susan K. Cullen|
|Executive Vice President and Chief Financial Officer|