Item 1.01.?Entry into a Material Definitive Agreement.?
Securities Purchase Agreement
225,000 shares of the Company’s Senior Non-Cumulative Perpetual Preferred Stock,
Series A?, par value
price equal to
(collectively with the annexes, exhibits and schedules thereto, including the
Securities Purchase Agreement – Standard Terms, the “Purchase Agreement”) with
Emergency Capital Investment Program (“ECIP”).?
The ECIP investment by the
intended to incentivize CDFIs and MDIs to provide loans, grants, ?and
forbearance to small businesses, minority-owned businesses, and consumers in
low-income and underserved communities that may have been ?disproportionately
impacted by the economic effects of the COVID-19 pandemic.?
The Purchase Agreement includes customary representations, warranties and
covenants of the Company. In connection with the completion of the Private
Placement, the Company, among other customary closing actions, filed Articles
Supplementary to its Charter in the
preferences, privileges, qualifications, restrictions and limitations on the
Preferred Stock (the “Certificate of Designations”).
Certificate of Designations of the Preferred Stock
The Certificate of Designations authorizes 225,000 shares of Preferred Stock.
The holders of the Preferred Stock will be entitled to a dividend payable in
cash quarterly at an annual rate dependent on certain factors as reported by the
Purchase Agreement. The initial dividend rate is zero percent for the first two
years after issuance, and thereafter the floor dividend rate is 0.50% and the
ceiling dividend rate is 2.00%. The actual dividend rate that will be paid by
the Company on the Preferred Stock cannot be determined at this time.
Holders of Preferred Stock generally do not have any voting rights, with the
exception of voting rights on certain matters as outlined in the Certificate of
Designations. The Company has the option to redeem the shares of Preferred Stock
(i) in whole or in part on any dividend payment date on or after
or (ii) in whole but not in part at any time within ninety days following a
Regulatory Capital Treatment Event, as defined in the Purchase Agreement, in
each case at a cash redemption price equal to the liquidation amount, with an
amount equal to any dividends that have been declared but not paid prior to the
redemption date. The Company may not redeem shares of Preferred Stock without
having received the prior approval of the appropriate Federal banking agency for
the Company, as defined in Section 3(q) of the Federal Deposit Insurance Act, to
the extent required under applicable capital rules. Such redemptions are subject
to certain conditions and limitations, as set forth in the Purchase Agreement.
In the event of a liquidation, dissolution or winding up of the Company, the
Preferred Stock will be entitled to a liquidation preference, subject to certain
limitations, in the amount of the sum of
unpaid dividends (without accumulation of undeclared dividends) on each share.
Registration Rights Agreement
In connection with the consummation of the Private Placement and pursuant to the
Purchase Agreement, the Company also agreed to, upon the future written request
as an annex to the Purchase Agreement and incorporated by reference therein,
providing for certain registration rights of
Agreement”). Upon such written request of
required to prepare and file a shelf registration statement covering the
potential resale of the Preferred Stock as promptly as practicable. The
Registration Rights Agreement also includes customary “piggyback” registration
rights, suspension rights, indemnification, contribution, and assignment
* * * * * * * *
The above description of terms of the Private Placement is qualified in its
entirety by reference to the Purchase Agreement, which is filed hereto as
Exhibit 10.1, the Registration Rights Agreement, which is filed hereto as
Exhibit 10.2 (included as Annex E to Exhibit 10.1), and the Articles
Supplementary to the Charter of the Company related to the Senior Non-Cumulative
Perpetual Preferred Stock, Series A, which is filed hereto as Exhibit 3.1.
The Purchase Agreement, Registration Rights Agreement, and Certificate of
Designations of Senior Non-Cumulative Perpetual Preferred Stock, are filed to
provide the Company’s investors and stockholders with information regarding
their terms. They are not intended to provide any other factual information
about the Company,
Purchase Agreement contains representations and warranties by the Company made
solely for the benefit of
the Purchase Agreement were made as of a specified date, may be subject to a
contractual standard of materiality different from what might be viewed as
material to investors or stockholders, or may have been used for the purpose of
allocating risk between
. . .
Item 3.02.?Unregistered Sales of
The information contained above under Item 1.01 is hereby incorporated by
reference into this Item 3.02. The shares of Preferred Stock were offered and
sold by the Company without registration under the Securities Act, and the
securities laws of certain states, in reliance on the exemptions contained in
Section 4(a)(2) of the Securities Act and in reliance on similar exemptions
under applicable state laws. Neither this Current Report on Form 8-K, nor the
exhibits attached hereto is an offer to sell or the solicitation of an offer to
buy the securities described herein.
Item 5.03?Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Company filed the Certificate of Designations with the
forth the rights, preferences, privileges, qualifications, restrictions and
limitations on the Preferred Stock. The information under the heading
“Certificate of Designations of the Preferred Stock” contained above under Item
1.01 is hereby incorporated by reference in this Item 5.03. A copy of such
Certificate of Designation, which is filed as Exhibit 3.1 hereto, is
incorporated by reference in this Item 5.03. This description is only a summary
of the terms of such Certificate of Designation and is qualified in its entirety
by reference to the full text of such document.
Item 8.01Other Events
the Private Placement.
A copy of the press release is filed as Exhibit 99.1 hereto and is incorporated
herein by reference.
Item 9.01Financial Statements and Exhibits
Exhibits Exhibit Description Number 3.1 Articles Supplementary to the Charter of
Ponce Financial Group, Inc.10.1 Letter Agreement and Securities Purchase Agreement, dated June 7, 2022, by and among the Company and Treasury* 10.2 Registration Rights Agreement (included as Annex E to Exhibit 10.1) 99.1 Press release dated June 9, 2022104 Cover Page Interactive Data File (embedded within the Inline XBRL)
* All Schedules to the Purchase Agreement have been omitted from this filing
pursuant to Instruction 4 to Item 1.01 of Form 8-K. The Company will furnish
copies of any schedules to the
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