As filed with the Securities and Exchange Commission on
October 16, 2017September 8, 2023
SECURITIES AND EXCHANGE COMMISSION
THE SECURITIES ACT OF 1933
WASHINGTON TRUST BANCORP, INC.
(Exact name of registrant as specified in its charter)
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| Rhode Island | | 05-0404671 |
(State or other jurisdiction of
incorporation or organization)
| | (I.R.S. Employer
Identification Number)
|
Westerly, Rhode Island 02891
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Joseph J. MarcAurele
Edward O. Handy III
Washington Trust Bancorp, Inc.
Westerly, Rhode Island 02891
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Boston, Massachusetts 02210
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,
as amended, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box: ☒
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities 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, 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 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, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated
filer”filer,” “smaller reporting company,” and
“smaller reporting“emerging growth company” in Rule 12b-2 of the Exchange Act.
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| Large Accelerated Filer | ☒ | ☐ | | Accelerated Filer | | ☒☐ |
| Non-Accelerated Filer | | ☐ | | 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 to Section 7(a)(2)(B) of the Securities Act. ☐
CALCULATION OF REGISTRATION FEE
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|
Title of Each Class of Securities Being Registered | | Amount
to be
Registered (1) | | Proposed
Maximum Offering Price
Per Unit (1) | | Proposed
Maximum Aggregate
Offering Price (2) | | Amount of Registration Fee (3) |
Common stock (4) | | | | | | | | |
Senior debt securities and subordinated debt securities (4) | | | | | | | | |
Warrants (5) | | | | | | | | |
Units (6) | | | | | | | | |
Total | | $150,000,000 | | 100% | | $150,000,000 | | $18,675 |
|
|
(1) | Pursuant to General Instruction II.D. of Form S-3, such indeterminate number or principal amount of common stock, debt securities (including senior debt securities and subordinated debt securities), warrants, and units of Washington Trust Bancorp, Inc. not to exceed $150,000,000 maximum aggregate offering price exclusive of accrued interest and dividends, if any. The proposed maximum offering price per unit will be determined from time to time in connection with the issuance of the securities registered hereunder. Any securities registered hereunder may be sold separately or as units with the other securities registered hereunder. | | | | | | | | | | | | | |
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(2) | Estimated solely for purposes of computing the registration fee and exclusive of accrued interest and dividends, if any. |
(3) | The registration fee has been calculated in accordance with Rule 457(o) under the Securities Act. |
(4) | Shares of common stock may be issuable upon conversion of debt securities registered hereunder. No separate consideration will be received for such common stock. |
(5) | Warrants will represent rights to purchase debt securities or common stock registered hereby. Because the warrants will provide a right only to purchase such securities offered hereunder, no additional registration fee is required. |
(6) | Each unit will be issued under a unit agreement and will represent an interest in two or more securities, which may be or may not be separable from one another. |
The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.
Neither the Securities and Exchange Commission nor any state securities commission or regulatory authority has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
The information in this prospectus is not complete and may be changed or supplemented. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.
Subject to Completion, dated
October 16, 2017September 8, 2023
Washington Trust Bancorp, Inc.
Preferred Stock
Depositary Shares
Subordinated Debt Securities
We may offer and sell from time to time, separately or together, in multiple series or in one or more offerings, any combination of common stock,
preferred stock, depositary shares, debt securities, warrants, and units, up to a maximum aggregate offering price of $150,000,000.
We may offer to sell these securities on a continuous or delayed basis, through agents, dealers or underwriters, or directly to purchasers. The prospectus supplement for each offering of securities will describe in detail the plan of distribution for that offering. If our agents or any dealers or underwriters are involved in the sale of the securities, the applicable prospectus supplement will set forth the names of the agents, dealers or underwriters and any applicable commissions or discounts. Our net proceeds from the sale of securities will also be set forth in the applicable prospectus supplement. For general information about the distribution of securities offered, please see “Plan of Distribution” in this prospectus.
This prospectus provides you with a general description of the securities that we may offer and sell from time to time. Each time we sell securities we will provide a prospectus supplement that will contain specific information about the terms of the securities and sale and may add to or update the information in this prospectus. You should read this prospectus and any prospectus supplement carefully before you invest in our securities.
Our common stock is traded on the
NASDAQNasdaq Global
Select Market, or
“NASDAQ,“Nasdaq,” under the trading symbol “WASH.” The last reported sale price of the common stock on
October 13, 2017September 1, 2023 was
$58.30$28.75 per share. We have not yet determined whether any of the other securities that may be offered by this prospectus will be listed on any exchange, or included in any inter-dealer quotation or over-the-counter market. If we decide to seek the listing or inclusion of any such securities upon issuance, the prospectus supplement relating to those securities will disclose the exchange, quotation system or market on or in which the securities will be listed or included.
Investing in our securities involves risks. You should consider the risk factors described in any accompanying supplement and in any documents incorporated by reference in this prospectus.
The offered securities are not deposits or obligations of a bank or savings association and are not insured or guaranteed by the Federal Deposit Insurance Corporation or any other governmental agency.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
This prospectus may not be used to sell securities unless accompanied by the applicable prospectus supplement.
The date of this prospectus is ,
2017.2023.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This prospectus contains certain “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended and Section 21E of the Securities Exchange Act of 1934, as amended, such as statements relating to the financial condition, prospective results of operations, future performance or expectations, plans, objectives, prospects, loan loss allowance adequacy, simulation of changes in interest rates, capital spending, finance sources and revenue sources of the Corporation. These statements relate to expectations concerning matters that are not historical facts. Accordingly, statements that are based on management’s projections, estimates, assumptions, and judgments constitute forward-looking statements. These forward looking statements, which are based on various assumptions (some of which are beyond the Corporation’s control), may be identified by reference to a future period or periods, or by the use of forward-looking terminology such as “believe”, “expect”, “estimate”, “anticipate”, “continue”, “plan”, “approximately”, “intend”, “objective”, “goal”, “project”, or other similar terms or variations on those terms, or the future or conditional verbs such as “will”, “may”, “should”, “could”, and “would”.
Such forward-looking statements reflect our current views and expectations based largely on information currently available to our management, and on our current expectations, assumptions, plans, estimates, judgments, and projections about our business and our industry, and they involve inherent risks and uncertainties. Although the Corporation believes that these forward-looking statements are based on reasonable estimates and assumptions, they are not guarantees of future performance and are subject to known and unknown risks, uncertainties, contingencies, and other factors. Accordingly, the Corporation cannot give you any assurance that its expectations will in fact occur or that its estimates or assumptions will be correct. The Corporation cautions you that actual results could differ materially from those expressed or implied by such forward-looking statements as a result of, among other factors, the factors referenced
herein under the section captioned “Risk Factors” on page
43 of this prospectus; changes in
interest rates; competitive pressures from other financial institutions; the effects of a deterioration in generalpolitical, business and economic conditions
on a national basis(including inflation and concerns about liquidity); interest rate changes or
volatility, as well as changes in the
local markets in which the Corporation operates, including changes which adversely affect borrowers’ ability to servicebalance and
repay our loans;mix of loans and deposits; changes in loan
defaultsdemand and
charge-off rates;collectability; the possibility that future credit losses are higher than currently expected due to changes
in economic assumptions or adverse economic developments; ongoing volatility in national and international financial markets; reductions in the market value or outflows of wealth management assets under management; decrease in the value of securities and other
assets, adequacy of loan loss reserves, or deposit levels necessitating increased borrowing to fund loansassets; increases in defaults and
investments;charge-off rates; changes in
government regulation; the risk that we maysize and nature of our competition; changes in legislation or regulation and accounting principles, policies and guidelines; operational risks including, but not
be successfullimited to, changes in information technology, cybersecurity incidents, fraud, natural disasters, war, terrorism, civil unrest, and future pandemics; reputational risk; changes in the
implementation of our business strategy; the risk that intangibles recorded in the Corporation financial statements will become impaired; and changes in assumptions used in making such forward-looking
statements.statements; and the other risks and uncertainties detailed in our Annual Report on Form 10-K and updated in our Quarterly Reports on Form 10-Q and other filings submitted to the Securities and Exchange Commission (the “SEC”). These forward-looking statements speak only as of the date
of this reporton which they are made and the Corporation does not undertake any obligation to update or revise any of these forward-looking statements to reflect events or circumstances occurring after the date
of this report.the forward-looking statements are made.
This prospectus is part of a “shelf” registration statement that we have filed under the Securities Act of 1933, as amended, or the “Securities Act,” with the Securities and Exchange Commission, or the “SEC.” Under this shelf registration statement, we may sell, from time to time, any combination of the securities described in this prospectus in one or more offerings.
This prospectus provides you with a general description of the securities that we may offer.
Each time we sell securities, we will provide a prospectus supplement that will contain specific information about the terms of that specific offering and include a discussion of any risk factors or other special considerations that apply to those securities. The prospectus supplement may also add, update or change information contained in this prospectus. You should read both this prospectus and any prospectus supplement together with the additional information described under the heading “Where You Can Find More Information.”
This prospectus may not be used to consummate a sale of securities unless it is accompanied by a prospectus supplement.
As used in this prospectus,
the terms the “Corporation,” “we,” “our,” and “us” refer to Washington Trust Bancorp, Inc. and our consolidated subsidiaries, unless the context indicates otherwise; the “Bank” refers to The Washington Trust Company, of Westerly. This prospectus includes our trademarks and other trade names identified herein. All other trademarks and trade names appearing in this prospectus are the property of their respective holders.
You should rely only on the information contained in this prospectus and the accompanying prospectus supplement or incorporated by reference in these documents. No dealer, salesperson or other person is authorized to give any information or to represent anything not contained or incorporated by reference in this prospectus or the accompanying prospectus supplement. If anyone provides you with different, inconsistent or unauthorized information or representations, you must not rely on them. This prospectus and the accompanying prospectus supplement are an offer to sell only the securities offered by these documents, but only under circumstances and in jurisdictions where it is lawful to do so. The information contained in this prospectus or any prospectus supplement is current only as of the date on the front of those documents.
About Washington Trust Bancorp, Inc.
Washington Trust Bancorp, Inc., a publicly-owned registered bank holding company
andthat has elected to be a financial holding company, was organized in 1984 under the laws of the state of Rhode Island. The
Corporation’s common stock trades on Nasdaq under the symbol WASH. The Corporation owns all of the outstanding common stock of the Bank, a Rhode Island chartered
commercial bankfinancial institution founded in 1800. The Corporation was formed in 1984 under a plan of reorganization in which outstanding common shares of the Bank were exchanged for common shares of the Corporation.
The
Corporation offersBank provides a
comprehensive product linefull range of
banking and financial services,
to individuals and businesses, including commercial, residential and consumer lending, retail and commercial deposit products, and wealth management
services through its officesand trust services. The deposits of the Bank are insured by the Federal Deposit Insurance Corporation, subject to regulatory limits. The Bank has a registered investment adviser subsidiary, Washington Trust Advisors, Inc. The Bank also has a mortgage banking subsidiary, Washington Trust Mortgage Company LLC, that is licensed to do business in Rhode Island,
eastern Massachusetts,
Connecticut and
Connecticut; its automated teller machines; telephone banking; mobile banking and its internet website (www.washtrust.com).New Hampshire. The accounting and reporting policiesCorporation’s residential mortgage origination business conducted in residential mortgage lending offices located outside of the Corporation conform to accounting principles generally accepted in the United States of America (“GAAP”) and to general practices of the banking industry. At December 31, 2016, the Corporation had total assets of $4.4 billion, total deposits of $3.1 billion and total shareholders’ equity of $390.8 million.
Unless the context otherwise requires, references herein to the Corporation include the Corporation and its subsidiaries on a consolidated basis.
Rhode Island is performed by this Bank subsidiary.
Our address is 23 Broad Street, Westerly, Rhode Island 02891, and the telephone number is (401) 348-1200. You can find additional information regarding the Corporation in its filings with the SEC referenced in the section of this document titled “Where You Can Find More Information.”
Ratios of Earnings to Fixed Charges
The following table sets forth our consolidated ratios of earnings to fixed charges for the periods shown.
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| | | Six Months
Ended June 30, 2017 | | | Year Ended December 31, | |
| | | 2016 | | | 2015 | | | 2014 | | | 2013 | | | 2012 | |
Ratios of earnings to fixed charges | | | | |
Excluding interest on deposits | | | 6.2 | | | | 7.6 | | | | 8.5 | | | | 7.9 | | | | 5.3 | | | | 4.0 | |
Including interest on deposits | | | 3.6 | | | | 4.0 | | | | 4.0 | | | | 3.8 | | | | 3.1 | | | | 2.7 | |
For the purpose of computing the ratios of earnings to fixed charges, earnings represent income before income taxes and change in accounting principle, plus fixed charges. Fixed charges include all interest expense and the proportion deemed representative of the interest factor of rent expense. These ratios are presented both including and excluding interest on deposits.
You should carefully consider the risks described in the documents incorporated by reference in this prospectus before making an investment decision. These risks are not the only ones facing our company. Additional risks not presently known to us or that we currently deem immaterial may also impair our business operations. Our business, financial condition or results of operations could be materially adversely affected by the materialization of any of these risks. The trading price of our securities could decline due to the materialization of any of these risks, and you may lose all or part of your investment. This prospectus and the documents incorporated herein by reference also contain forward-looking statements that involve risks and uncertainties. Actual results could differ materially from those anticipated in these forward-looking statements as a result of certain factors, including the risks described in the documents incorporated herein by reference, including (i) our Annual Reports on Form 10-K, (ii) our Quarterly Reports on Form 10-Q, and (iii) documents we file with the SEC after the date of this prospectus and which are deemed incorporated by reference in this prospectus.
Unless we otherwise specify in a supplement to this prospectus, we intend to use the net proceeds from our sale of the securities covered by this prospectus for general corporate purposes, which may include refinancing, reducing or repaying debt; investments in the Bank
and our other subsidiaries as regulatory capital; financing possible investments or acquisition; expansion of the business; and investments at the holding company level.
The prospectus supplement with respect to an offering of offered securities may identify different or additional uses for the proceeds of that offering.
Except as otherwise stated in an applicable prospectus supplement, pending the application of the net proceeds, we expect to invest the proceeds in short-term obligations.
THE SECURITIES WE MAY OFFER
This prospectus contains a summary of the common stock, the
senior debt securities,preferred stock, the
subordinateddepositary shares, the debt securities, the warrants, and the units that we may offer. The particular material terms of the securities offered by a prospectus supplement will be described in that prospectus supplement. If indicated in the applicable prospectus supplement, the terms of the offered securities may differ from the terms summarized below. The prospectus supplement will also contain information, where applicable, about material
U.S.United States federal income tax considerations relating to the offered securities, and the securities exchange, if any, on which the offered securities will be listed. The descriptions herein and in the applicable prospectus supplement do not contain all of the information that you may find useful or that may be important to you. You should refer to the provisions of the actual documents whose terms are summarized herein and in the applicable prospectus supplement, because those documents, and not the summaries, define your rights as holders of the relevant securities. For more information, please review the forms of these documents, which are or will be filed with the SEC and will be available as described under the heading “Where You Can Find More Information”
above.below.
DESCRIPTION OF COMMON STOCK
The following is a description of the material terms and provisions of our common stock. It may not contain all the information that is important to you. Therefore, you should read our articles of incorporation and by-laws that have been filed with the SEC, each as amended to date.
General
Under our articles of incorporation, we have authority, without further shareholder action, to issue up to 60,000,000 shares of common stock, $0.0625 par value per share.
As of July 31, 2023, we had 17,019,239 shares of common stock issued and outstanding. Our common stock is listed on the Nasdaq under the symbol “WASH.”
We may issue common stock from time to time. Our board of directors must approve the amount of stock we sell and the price for which it is sold. Holders of our common stock do not have preferential rights or preemptive rights to buy or subscribe for capital stock or other securities that we may issue. Our common stock does not have any redemption or sinking fund provisions or any conversion rights.
Dividends
Holders of our common stock are entitled to receive dividends if, as and when declared by our board of directors out of any funds legally available for dividends.
Voting Rights
Except as otherwise required by law or by the terms of any other class or series of stock, holders of our common stock have the exclusive power to vote on all matters presented to our shareholders, including the election of directors. Holders of our common stock are entitled to one vote per share. Holders of our common stock elect our board of directors and act on other matters as are required to be presented to them under Rhode Island law or as are otherwise presented to them by the board of directors. There is no cumulative voting in the election of our directors.
All matters to be voted on by shareholders, other than the election of directors, must be approved by a majority of the votes cast at a meeting of shareholders duly called and at which a quorum is present. In elections of directors, a plurality voting standard will apply.
Preemptive Rights
Holders of our common stock have no preemptive rights under our articles of incorporation or by-laws.
Liquidation/Dissolution Rights
In the event the Corporation is liquidated, dissolved or its affairs are wound up, holders of our common stock are entitled to receive, in cash or in kind, in proportion to their holdings, the assets that we may legally use to pay distributions after it pays or makes adequate provision for all our debts and liabilities.
Restrictions on Ownership
The Bank Holding Company Act of 1956, as amended, or the “BHCA,” requires any “bank holding company,” as defined in the BHCA, to obtain the approval of the Board of Governors of the Federal Reserve System, or the “Federal Reserve,” prior to the acquisition of more than 5% of our common stock. Any person, other than a bank holding company, is required to obtain prior approval of the Federal Reserve to acquire 10% or more of our common stock under the Change in Bank Control Act. Any holder of 25% or more of our common stock, or a holder of 5% or more if such holder otherwise exercises a “controlling influence” over the Corporation, may be subject to regulation as a bank holding company under the Bank Holding Company Act. In addition, Rhode Island law requires the prior approval of the Superintendent of the Rhode Island Department of Business Regulation, Banking Regulation Division for (i) the acquisition of more than 5% of the voting shares of a Rhode Island financial institution or Rhode Island Bank or any financial institution holding company that controls a Rhode Island financial
institution or Rhode Island bank by certain banking entities, or (iii) the acquisition by a Rhode Island financial institution or Rhode Island bank or a Rhode Island financial institution holding company of more than 5% of the voting shares of a financial institution or a foreign bank.
Transfer Agent
The transfer agent and registrar for our common stock is Equiniti Trust Company, LLC.
DESCRIPTION OF PREFERRED STOCK
This section describes the general terms and provisions of shares of our preferred stock that we may offer by this prospectus. We may issue preferred stock in one or more series; each series of preferred stock will have its own rights and preferences. We will describe in a prospectus supplement (1) the specific terms of the series of any preferred stock offered through that prospectus supplement and (2) any general terms outlined in this section that will not apply to those shares of preferred stock. This summary of terms is not complete. For additional information before you buy any preferred stock you should read the articles of incorporation and bylaws of the Corporation that are in effect on the date that we offer any preferred stock, as well as any applicable amendment to our articles of incorporation designating the terms of a series of preferred stock.
General
Under our articles of incorporation, we have the authority to issue up to 1,000,000 shares of preferred stock, par value $0.01 per share. Prior to issuing shares of preferred stock of a particular series, our board of directors will determine or fix the terms of that series of preferred stock, as described below.
When we issue shares of preferred stock, they will be fully paid and nonassessable. This means the full purchase price for the outstanding preferred stock will be paid at issuance and that the purchasers of shares of preferred stock will not be required later to pay us any additional consideration for those shares. This means that the purchasers of shares of preferred stock will not receive any rights, as a holder of preferred stock, to buy any portion of the securities which we may issue in the future. The issuance by the Corporation of preferred stock could dilute both the equity interests and the earnings per share of existing holders of the Corporation’s common stock. Such dilution may be substantial, depending upon the number of shares issued. The newly authorized shares of preferred stock could also have voting rights superior to the Corporation’s common stock, and in such event would have a dilutive effect on the voting power of our existing shareholders.
Terms
You should refer to the prospectus supplement relating to the offering of a class or series of preferred stock or the certificate of designation designating the class or series of preferred stock for the specific terms of that class or series, including:
•the distinctive class or serial designation and the number of shares constituting such class or series;
•the dividend rates or the amount of dividends to be paid on the shares of such class or series, whether dividends shall be cumulative and, if so, from which date or dates, the payment date or dates for dividends, and the participating and other rights, if any, with respect to dividends;
•the voting powers, full or limited, if any, of the shares of such class or series;
•whether the shares of such class or series shall be redeemable and, if so, the price or prices at which, and the terms and conditions on which, such shares may be redeemed;
•the amount or amounts payable upon the shares of such class or series and any preferences applicable thereto in the event of our voluntary or involuntary liquidation, dissolution or winding up;
•whether the shares of such class or series shall be entitled to the benefit of a sinking or retirement fund to be applied to the purchase or redemption of such shares, and if so entitled, the amount of such fund and the manner of its application, including the price or prices at which such shares may be redeemed or purchased through the application of such fund;
•whether the shares of such class or series shall be convertible into, or exchangeable for, shares of any other class or classes or of any other series of the same or any other class or classes of our stock and, if so convertible or exchangeable, the conversion price or prices, or the rate or rates of exchange, and the adjustments thereof, if any, at which such conversion or exchange may be made, and any other terms and conditions of such conversion or exchange;
•the price or other consideration for which the shares of such class or series shall be issued;
•whether the shares of such class or series which are redeemed or converted shall have the status of authorized but unissued shares of undesignated preferred stock (or series thereof) and whether such shares may be reissued as shares of the same or any other class or series of stock; and
•such other powers, preferences, rights, qualifications, limitations and restrictions thereof as our board of directors may deem advisable.
Transfer Agent
The transfer agent and registrar for the preferred stock will be set forth in the applicable prospectus supplement.
DESCRIPTION OF DEPOSITARY SHARES
This section describes the general terms and provisions of the depositary shares offered by this prospectus. The applicable prospectus supplement will describe the specific terms of any issuance of depositary shares. You should read the particular terms of any depositary shares we offer in any prospectus supplement, together with the more detailed form of deposit agreement, including the form of depositary receipt relating to the depositary shares, which will be filed as an exhibit to a document incorporated by reference in the registration statement of which this prospectus forms a part. The prospectus supplement also will state whether any of the terms summarized below do not apply to the depositary shares being offered.
General
We may offer fractional, rather than full shares of preferred stock. If we exercise this option, we will provide for the issuance by a depositary to the public of depositary receipts evidencing depositary shares, each of which will represent a fractional interest (to be stated in the applicable prospectus supplement relating to a particular series of the preferred stock) in a share of a particular series of the preferred stock.
We will deposit the shares of any series of the preferred stock underlying the depositary shares under a separate deposit agreement between us and a bank or trust company selected by us, known as a depositary, having its principal office in the United States, and having a combined capital and surplus of at least $50 million. The applicable prospectus supplement will provide the name and address of the depositary. Subject to the terms of the deposit agreement, each owner of a depositary share will have a fractional interest in all the rights and preferences of the preferred stock underlying the depositary share. These rights include any dividend, voting, redemption, conversion and liquidation rights.
While the final depositary receipts are being prepared, we may order the depositary, in writing, to issue temporary depositary receipts substantially identical to the final depositary receipts although not in final form. This will entitle the holders to all the rights relating to the final depositary receipts. Final depositary receipts will be prepared without unreasonable delay, and the holders of the temporary depositary receipts can exchange them for the final depositary receipts at our expense.
Withdrawal of Preferred Stock
If you surrender depositary receipts at the principal corporate trust office of the depositary (unless the related depositary shares have previously been called for redemption), you are entitled to receive at that office, should you so request, the number of shares of preferred stock and any money or other property represented by the depositary shares. We will not issue partial shares of preferred stock. If you deliver a number of depositary receipts evidencing a number of depositary shares that represent more than a whole number of depositary shares of preferred stock to be withdrawn, the depositary will issue you a new depositary receipt evidencing the excess number of depositary shares at the same time that the preferred stock is withdrawn. Holders of preferred stock will no longer be entitled to deposit these shares under the deposit agreement or to receive depositary shares in exchange for those withdrawn shares of preferred stock. We cannot assure you that a market will exist for the withdrawn preferred stock.
Dividends and Other Distributions
The depositary will distribute all cash dividends or other cash distributions received for the preferred stock (less any taxes required to be withheld) to the record holders of depositary shares representing the preferred stock in proportion to the number of depositary shares that the holders own on the relevant record date. The depositary will distribute only the amount that can be distributed without attributing to any holder of depositary shares a fraction of one cent. The balance not distributed will be added to and treated as part of the next sum that the depositary receives for distribution to record holders of depositary shares.
If there is a distribution other than in cash, the depositary will distribute property to the record holders of depositary shares that are entitled to it, unless the depositary determines that it is not feasible to make this distribution. If this occurs, the depositary may, with our approval, sell the property and distribute the net proceeds from the sale to the holders of depositary shares.
The deposit agreement will also contain provisions relating to the manner in which any subscription or similar rights that we offer to holders of the preferred stock will be made available to holders of depositary shares.
Conversion and Exchange
Unless the applicable prospectus supplement indicates otherwise, the series of preferred stock underlying the depositary shares will not be convertible or exchangeable into any other class or series of our capital stock.
Redemption of Deposited Preferred Stock
If a series of preferred stock underlying the depositary shares is subject to redemption, we will redeem the depositary shares from the redemption proceeds received by the depositary, in whole or in part, on the series of preferred stock held by the depositary. The redemption price per depositary share will bear the same relationship to the redemption price per share of preferred stock that the depositary share bears to the underlying preferred stock. When we redeem preferred stock held by the depositary, the depositary will redeem as of the same redemption date, the number of depositary shares representing the preferred stock redeemed. If less than all the depositary shares are to be redeemed, the redemption will be made in a manner that our board of directors decides is equitable.
From and after the date fixed for redemption, the depositary shares called for redemption will no longer be outstanding. When the depositary shares are no longer outstanding, all rights of the holders of depositary shares will cease, except the right to receive money or property that the holders of the depositary shares were entitled to receive on redemption. The payments will be made when holders surrender their depositary receipts to the depositary.
Voting of Deposited Preferred Stock
Upon 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 to the record holders of the depositary shares relating to the preferred stock. Each record holder of the depositary shares on the record date (which will be the same date as the record date for the preferred stock) will be entitled to instruct the depositary on how the preferred stock underlying the holder’s depositary shares should be voted. The depositary will try, if practicable, to vote the number of shares of preferred stock underlying the depositary shares according to the instructions received, and we will take all action that the depositary may consider necessary to enable the depositary to do so. The depositary will not vote any preferred stock if it does not receive specific instructions from the holders of depositary shares relating to the preferred stock.
Taxation
Owners of depositary shares will be treated for United States federal income tax purposes as if they were owners of the preferred stock represented by the depositary shares. Accordingly, for United States federal income tax purposes, they will have the income and deductions to which they would have been entitled if they were holders of the preferred stock. In addition:
•no gain or loss will be recognized for federal income tax purposes when preferred stock is withdrawn in exchange for depositary shares as provided in the deposit agreement;
•the tax basis of each share of preferred stock to an exchanging owner of depositary shares will, at the exchange, be the same as the aggregate tax basis of the depositary shares exchanged; and
•the holding period for the preferred stock in the hands of an exchanging owner of depositary shares who held the depositary shares as a capital asset at the time of the exchange, will include the period during which the person owned the depositary shares.
Amendment and Termination of the Deposit Agreement
Unless otherwise provided in the applicable prospectus supplement or required by law, the form of depositary receipt evidencing the depositary shares and any provision of the deposit agreement may be amended at any time by an agreement between us and the depositary. A deposit agreement may be terminated by either the depositary or us only if:
•all outstanding depositary shares relating to the deposit agreement have been redeemed; or
•there has been a final distribution on the preferred stock of the relevant series in connection with our liquidation, dissolution or winding up and the distribution has been distributed to the holders of the related depositary receipts evidencing the depositary shares.
Charges of Depositary
We will pay all transfer and other taxes and governmental charges arising solely from the existence of the depositary arrangements. We will pay charges of the depositary associated with the initial deposit and any redemption of the preferred stock. Holders of depositary shares will pay transfer and other taxes and governmental charges, and any other charges that are stated to be their responsibility in the deposit agreement.
Resignation and Removal of Depositary
The depositary may resign at any time by delivering notice to us. We also may remove the depositary at any time. Resignations or removals will be effective when a successor depositary is appointed, and when the successor accepts the appointment. A successor depositary must be appointed within 60 days after delivery of the notice of resignation or removal. A successor depositary 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 million.
Miscellaneous
The depositary will forward to the holders of depositary shares all reports and communications that it receives from us, and that we are required to furnish to the holders of the preferred stock.
Neither we nor the depositary will be liable if the depositary is prevented or delayed by law or any circumstance beyond its control in performing its obligations under the deposit agreement. Our obligations and the depositary’s obligations under the deposit agreement will be limited to performance in good faith of the duties described in the deposit agreement. Neither we nor the depositary will be obligated to prosecute or defend any legal proceeding connected with any depositary shares or preferred stock unless satisfactory indemnity is furnished to the depositary and us. We and the depositary may rely on written advice of counsel or accountants, or information provided by persons presenting preferred stock for deposit, holders of depositary shares or other persons believed to be competent and on documents believed to be genuine.
DESCRIPTION OF DEBT SECURITIES
This prospectus describes
We may offer debt securities which may be senior or subordinated. We refer to senior debt securities and subordinated debt securities collectively as debt securities. Each series of debt securities may have different terms. The following description summarizes the general terms and provisions of the debt securities.
When we offer to sell a particular series of debt securities, weWe will describe the specific terms of the
debt securities
in a supplementand the extent, if any, to
this prospectus. The prospectus supplement will also indicate whetherwhich the general
terms and provisions
described in this prospectussummarized below apply to
a particularany series of debt
securities.securities in the prospectus supplement relating to the series and any applicable free writing prospectus that we authorize to be delivered.
We may
offerissue senior debt securities
or subordinated debt securities. The senior debt securities will be issued under an indenture, as amended or supplemented from time to time,
dated as ofin one or more series under a
date priorsenior indenture to
such issuance,be entered into between us and a
trustee. We willsenior trustee to be named in a prospectus supplement, which we refer to
any such indenture throughout this prospectus as the “senior
indenture.trustee.”
AnyWe may issue subordinated debt securities
will be issued under a separate indenture, as amended or supplemented from time to time,
dated as ofin one or more series under a
date priorsubordinated indenture to
such issuance,be entered into between us and
the trustee. We willa subordinated trustee to be named in a prospectus supplement, which we refer to
any such indenture throughout this prospectus as the “subordinated
indenture”trustee.” The forms of senior indenture and
to a trustee under any senior or subordinated indenture
are filed as
exhibits to the
“trustee.” Theregistration statement of which this prospectus forms a part. Together, the senior indenture and the subordinated indenture are
sometimes collectively referred to
as the “indentures” and, together, the senior trustee and the subordinated trustee are referred to as the “trustees.” This prospectus briefly outlines some of the provisions of the indentures. The following summary of the material provisions of the indentures is qualified in its entirety by the provisions of the indentures, including definitions of certain terms used in the indentures. Wherever we refer to particular sections or defined terms of the indentures, those sections or defined terms are incorporated by reference in this prospectus
asor the
“indentures.” Theapplicable prospectus supplement. You should review the indentures
will be subject to and governed by the Trust Indenture Act of 1939. We included copies of forms of the indenturesthat are filed as exhibits to
ourthe registration statement, of which this prospectus
isforms a
part. The following summarizes the material provisions of the indentures, but may not contain all of the information that is important to you. If you would likepart, for additional
information, or if you do not fully understand a term or the way we use itinformation. As used in this prospectus,
you should read the forms of indentures and the forms of debt securities. Except as otherwise indicated, the terms of the forms of indentures are identical. As used under this caption, the term “debt securities” includes the debt securities being offered by this prospectus and all other debt securities
we issueissued by us under the indentures.
Because we are a holding company, our rights and the rights of our creditors, including the holders of the debt securities offered in this prospectus, to participate in the assets of any subsidiary during its liquidation or reorganization, will be subject to the prior claims of the subsidiary’s creditors, unless we are ourselves a creditor with recognized claims against the subsidiary. Any capital loans that we make to any of our bank subsidiaries would be subordinate in right of payment to deposits and to other indebtedness of the subsidiary. Claims from creditors (other than us), on the subsidiaries, may include long-term and medium-term debt and substantial obligations related to deposit liabilities, federal funds purchased, securities sold under repurchase agreements, and other short-term borrowings.
•do not limit the amount of debt securities that we may issue;
•allow us to issue debt securities in one or more series;
•do not require us to issue all of the debt securities of a series at the same time; and
•allow us to reopen a series to issue additional debt securities without the consent of the debt security holders of such series; and
provide that the debt securities may be secured or unsecured.of such series.
Unless
we give you different informationotherwise provided in the
applicable prospectus supplement, the senior debt securities will be unsubordinated obligations and will rank equally with all of our other unsecured and unsubordinated indebtedness. Payments on the subordinated debt securities will be subordinated to the prior payment in full of all of our senior indebtedness, as described under “—Subordination” and in the applicable prospectus supplement.
Each indenture provides that we may, but need not, designate more than one trustee under an indenture. Any trustee under an indenture may resign or be removed and a successor trustee may be appointed to act with respect to the series of debt securities administered by the resigning or removed trustee. If two or more persons are acting as
trusteestrustee with respect to different series of debt securities, each trustee shall be a trustee of a trust under the applicable indenture separate and apart from the trust administered by any other trustee. Except as otherwise indicated in this prospectus, any action described in this prospectus to be taken by each trustee may be taken by each trustee with respect to, and only with respect to, the one or more series of debt securities for which it is trustee under the applicable indenture.
The prospectus supplement for each offering will provide the following terms, where applicable:
•the title of the debt securities and whether they are senior or subordinated;
•any limit upon the aggregate principal amount of the debt securities being offered,of that series;
•the title of the debt securities and whether they are senior or subordinated;
•any limit upon the aggregate principal amount of the debt securities outstanding asof that series;
•the date or dates on which the principal of the most recent practicable date and any limit on their aggregate principal amount, including the aggregate principal amount of debt securities authorized;of the series is payable;
•the price at which the debt securities will be issued, expressed as a percentage of the principal;
principal and, if other than the principal amount thereof, the portion of the principal amount thereof payable upon declaration of acceleration of the maturity thereof or, if other thanapplicable, the portion of the principal amount;
the date or dates,amount of such debt securities that is convertible into another security of ours or the method for determining the date or dates, onby which the principal of the debt securities willany such portion shall be payable;determined;
•the fixed or variable interest rate or rates at which the debt securities willof the series shall bear interest if any, or the method by which the interestmanner of calculation of such rate or rates, is determined;if any;
the date or dates, or the method for determining
•the date or dates from which interest will accrue;
accrue, the interest payment dates on which such interest will be payable;
payable or the manner of determination of such interest payment dates, the place(s) of payment, and the record datesdate for the determination of holders to whom interest is payable on any such interest payment dates or the method by which we will determine those dates;
the persons to whom interest will be payable;
the basis upon which interest will be calculated if other than thatmanner of a 360-day year of twelve 30-day months;
any make-whole amount, which is the amount in addition to principal and interest that is required to be paid to the holder of a debt security as a result of any optional redemption or accelerated paymentdetermination of such debt security, or record dates;
•the method for determiningright, if any, to extend the make-whole amount;
the place or places where the principal of, and any premium (or make-whole amount) and interest on, the debt securities will be payable;
where the debt securities may be surrendered for registration of transfer or exchange;
where notices or demands to or upon us in respect of the debt securitiespayment periods and the applicable indenture may be served;duration of such extension;
•the times,period or periods within which, the price or prices at which and otherthe terms and conditions upon which wedebt securities of the series may redeem the debt securities;be redeemed, converted or exchanged, in whole or in part;
any
•our obligation, we haveif any, to redeem repay or purchase the debt securities of the series pursuant to any sinking fund, mandatory redemption, or analogous provisionprovisions (including payments made in cash in satisfaction of future sinking fund obligations) or at the option of holders of the debt securities,a holder thereof and the times andperiod or periods within which, the price or prices at which, we must redeem, repay or purchase the debt securities as a result of such an obligation;
the currency or currencies in which the debt securities are denominated and payable if other than United States dollars, which may be a foreign currency or units of two or more foreign currencies or a composite currency or currencies and the terms and conditions relating thereto, andupon which, debt securities of the mannerseries shall be redeemed or purchased, in whole or in part, pursuant to such obligation;
•the form of determining the equivalentdebt securities of such foreign currency in United States dollars;the series;
•if other than minimum denominations of $1,000 or an evenany integral multiple of $1,000 thereof, the denominations in which the debt securities willof the series shall be issued;issuable;
•whether the principal of, and any premium (or make-whole amount) or interest on, the debt securities of the series areshall be issued in whole or in part in the form of a global debt security or global debt securities; the terms and conditions, if any, upon which such global debt security or global debt securities may be exchanged in whole or in part for other individual debt securities; and the depositary for such global debt security or global debt securities;
•whether the debt securities will be convertible into or exchangeable for common stock or other securities of ours or any other Person and, if so, the terms and conditions upon which such debt securities will be so convertible or exchangeable, including the conversion or exchange price, as applicable, or how it will be calculated and may be adjusted, any mandatory or optional (at our option or the holders’ option) conversion or exchange features, and the applicable conversion or exchange period;
•any additional or alternative events of default to those set forth in the indenture;
•any additional or alternative covenants to those set forth in the indenture;
•the currency or currencies including composite currencies, in which payment of the principal of (and premium, if any) and interest, if any, on such debt securities shall be payable (if other than the U.S. dollar);
•if the principal of (and premium, if any), or interest, if any, on such debt securities is to be payable, at our election or at the election of aany holder thereof, in a currencycoin or currenciescurrency other than that in which thesuch debt securities are denominated or stated to be payable, and other related terms and conditions;
whetherthen the amount of payments of principal of, and any premium (or make-whole amount)period or interest on, the debt securities may be determined according to an index, formula or other method and how such amounts will be determined;
if less than the principal amount of the debt securities, the portion of the principal amount of the debt securities payable upon a declaration of the acceleration of the maturity of such debt securities;
whether the debt securities will be in registered form, bearer form or both and (1) if in registered form, the person to whom any interest shall be payable, if other than the person in whose name the security is registered at the close of business on the regular record date for such interest, or (2) if in bearer form, the manner inperiods within which, or the person to whom, any interest on the security shall be payable if otherwise than upon presentation and surrender upon maturity;
any restrictions applicable to the offer, sale or delivery of securities in bearer form and the terms and conditions upon which, such election may be made;
•whether interest will be payable in cash or additional debt securities at our or the holders’ option and the terms and conditions upon which the election may be made;
•the terms and conditions, if any, upon which we will pay amounts in bearer formaddition to the stated interest, premium, if any and principal amounts of the series may be exchanged for securities in registered form of the series and vice versa if permitted by applicable laws and regulations;
whether any debt securities of the series are to be issuable initiallyany holder that is not a “United States person” for federal tax purposes;
•additional or alternative provisions, if any, related to defeasance and discharge of the offered debt securities than those set forth in temporary global form and whetherthe indenture;
•the applicability of any guarantees;
•any restrictions on transfer, sale or assignment of the debt securities of the series are to be issuable in permanent global form with or without couponsseries; and if so, whether beneficial owners of interests in any such permanent global security may or shall be required to exchange their interests for other debt securities of the series, and the manner in which interest shall be paid;
the identity of the depositary for securities in registered form, if such series are to be issuable as a global security;
the date as of which any debt securities in bearer form or in temporary global form shall be dated if other than the original issuance date of the first security of the series to be issued;
the applicability, if any, of the defeasance and covenant defeasance provisions described in this prospectus or in the applicable indenture;
whether and under what circumstances we will pay any additional amounts on the debt securities in respect of any tax, assessment or governmental charge and, if so, whether we will have the option to redeem the debt securities in lieu of making such a payment;
the circumstances, if any, in the applicable prospectus supplement, under which beneficial owners of interests in the global security may obtain definitive debt securities and the manner in which payments on a permanent global debt security will be made if any debt securities are issuable in temporary or permanent global form;
any provisions granting special rights to holders of securities upon the occurrence of such events as specified in the applicable prospectus supplement;
the name of the applicable trustee and the nature of any material relationship with us or any of our affiliates, and the percentage of debt securities of the class necessary to require the trustee to take action;
any deletions from, modifications of, or additions to our events of default or covenants and any change in the right of any trustee or any of the holders to declare the principal amount of any of such debt securities due and payable; and
•any other terms of suchthe debt securities not inconsistent with the provisions(which may supplement, modify or delete any provision of the applicable indenture.indenture insofar as it applies to such series).
We may issue debt securities at a discount below their principal amount andthat provide for less than the entire principal amount thereof to be payable upon declaration of acceleration of the maturity of the debt securities. We will refer to any such debt securities throughout this prospectus as “original issue discount securities.” The
We will provide you with more information in the applicable prospectus supplement
will describeregarding any deletions, modifications, or additions to the
federal income tax consequences andevents of default or covenants that are described below, including any addition of a covenant or other
relevant considerations applicable to original issue discount securities.Except as described under “—Merger, Consolidation or Sale of Assets” or as may be set forth in any prospectus supplement, the debt securities will not contain any provisions that (1) would limit our ability to incur
indebtedness or (2) would afford holders of debt securities protection in theprovision providing event of (a) a highly leveragedrisk or similar transaction involving us or any of our affiliates or (b) a change of control or reorganization, restructuring, merger or similar transaction involving us that may adversely affect the holders of the debt securities. In the future, we may enter into transactions, such as the sale of all or substantially all of our assets or a merger or consolidation, that may have an adverse effect on our ability to service our indebtedness, including the debt securities, by, among other things, substantially reducing or eliminating our assets.
Neither governing law, nor our governing instruments, define the term “substantially all” as it relates to the sale of assets. Consequently, to determine whether a sale of “substantially all” of our assets has occurred, a holder of debt securities must review the financial and other information that we have disclosed to the public.
protection.
Unless
we give you different informationotherwise provided in the applicable prospectus supplement, the principal of, and any premium
(oror make-whole
amount)amount, and interest on, any series of the debt securities will be payable
at the corporate trust office of the trustee. We will provide you with the address of the trustee in the applicable prospectus supplement. We may also pay interest by mailing a check to the address of the person entitled to it as it appears in the applicable register for the debt securities or by wire transfer of funds to that person at an account maintained within the United States.
All monies that we pay to a paying agent or a trustee for the payment of the principal of, and any premium,
(or make-whole amount) or interest on, any debt security will be repaid to us if unclaimed at the end of two years after the obligation underlying payment becomes due and payable. After funds have been returned to us, the holder of the debt security may look only to us for payment, without payment of interest for the period
which we hold the funds.
Registration and Transfer
Subject to the limitations imposed upon debt securities that are evidenced by a computerized entry in the records of a depository company rather than by physical delivery of a note, a holder of debt securities of any series may:
exchange them for any authorized denomination of other debt securities of the same series and of a like aggregate principal amount and kind upon surrender of such debt securities at the corporate trust office of the applicable trustee or at the office of any transfer agent that we designate for such purpose; and
surrender them for registration of transfer or exchange at the corporate trust office of the applicable trustee or at the office of any transfer agent that we designate for such purpose.
Every debt security surrendered for registration of transfer or exchange must be duly endorsed or accompanied by a written instrument of transfer, and the person requesting such action must provide evidence of title and identity satisfactory to the applicable trustee or transfer agent. Payment of a service charge will not be required for any registration of transfer or exchange of any debt securities, but either the trustee or we may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. If in addition to the applicable trustee, the applicable prospectus supplement refers to any transfer agent initially designated by us for any series of debt securities, we may at any time rescind the designation of any such transfer agent or approve a change in the location through which any such transfer agent acts, except that we will be required to maintain a transfer agent in each place of payment for such series. We may at any time designate additional transfer agents for any series of debt securities.
Neither we nor any trustee shall be required to:
issue, register the transfer of, or exchange debt securities of any series during a period beginning at the opening of business 15 days before the day that the notice of redemption of any debt securities selected for redemption is mailed and ending at the close of business on the day of such mailing;
register the transfer of or exchange any debt security, or portion thereof, so selected for redemption, in whole or in part, except the unredeemed portion of any debt security being redeemed in part; or
issue, register the transfer of or exchange any debt security that has been surrendered for repayment at the option of the holder, except the portion, if any, of such debt security not to be so repaid.
Merger, Consolidation or Sale of Assets
The indentures provide that we may, without the consent of the holders of any outstanding debt securities,
(1)(i) consolidate with,
(2)(ii) sell, lease or convey all or substantially all of our assets to, or
(3)(iii) merge with or into, any other entity provided that:
•either we are the continuing entity, or the successor entity, if other than us, assumes the obligations (A)(a) to pay the principal of, and any premium, (or make-whole amount) and interest on, all of the debt securities and (B)(b) to duly perform and observe all of the covenants and conditions contained in eachthe applicable indenture; and in the event debt securities are convertible into or exchangeable for common stock or other securities of
ours, such successor entity will, by such supplemental indenture, make provision so that the holders of debt securities of that series shall thereafter be entitled to receive upon conversion or exchange of such debt securities the transaction, there is no eventnumber of default undersecurities or property to which a holder of the indenturesnumber of common stock or other securities of ours deliverable upon conversion or exchange of those debt securities would have been entitled had such conversion or exchange occurred immediately prior to such consolidation, merger, sale, conveyance, transfer or other disposition; and no event which, after notice or the lapse of time, or both, would become such an event of default, occurs and continues; and
•an officers’ certificate and legal opinion covering such conditions are delivered to each applicable trustee.
Covenants
Below is a summary of certain covenants we are required to observe under the indentures.
Payment of Principal, Premium and Interest. The indentures require us, with respect to each series of debt securities, to duly and punctually pay the principal of (and premium or make-whole amounts, if any) and interest on the debt securities of that series in accordance with the terms of the debt securities and the applicable indenture.
Existence. Except as permitted under “—Merger, Consolidation or Sale of Assets,” the indentures require us to do or cause to be done all things necessary to preserve and keep in full force and effect our existence, rights and franchises. However, the indentures do not require us to preserve any right or franchise if we determine that any right or franchise is no longer desirable in the conduct of our business.
Payment of Taxes and Other Claims. The indentures require us to pay, discharge or cause to be paid or discharged, before they become delinquent (1) all taxes, assessments and governmental charges levied or imposed on us, our subsidiaries or our subsidiaries’ income, profits or property, and (2) all lawful claims for labor, materials and supplies which, if unpaid, might by law become a lien upon our property or the property of our subsidiaries. However, we will not be required to pay, discharge or cause to be paid or discharged any such tax, assessment, charge or claim whose amount, applicability or validity is being contested in good faith by appropriate proceedings.
Provision of Financial Information. The indentures require us to file with the trustee, within 15 days of each of the respective dates by which we file with the SEC, copies of the annual reports, quarterly reports, documents and other reports which the we may be required to file with the SEC pursuant to Section 13 or Section 15(d) of the Exchange Act.
Additional Covenants. The indentures include certain other covenants, including covenants requiring us to maintain our property in good condition and hold money for payment on the debt securities in trust for holders under certain circumstances. Additionally, the applicable prospectus supplement will set forth any other covenants applicable to us under any series of debt securities.
Events of Default, Notice and Waiver
Unless the applicable prospectus supplement states otherwise, when we refer to “events of default” as defined in the indentures with respect to any series of debt securities, we mean:
•default in the payment of any installment of interest on any debt security of such series continuing for 30 days;90 days unless such date has been extended or deferred;
•default in the payment of principal of, (oror any premium or make-whole amount, if any, on)on, any debt security of such series at its maturity;
default in deposit of any sinking fund payment as required for any debt security ofwhen due and payable unless such series;date has been extended or deferred;
•default in the performance or breach of any of our covenantscovenant or warranties containedwarranty in the applicabledebt securities or in the indenture by us continuing for 6090 days after written notice to us as provided in the applicable indenture;described below;
a default under any indenture or instrument under which there may be issued, secured or evidenced any existing or later created indebtedness for money we or any of our subsidiaries borrowed in an aggregate principal amount outstanding of at least $30,000,000, if the default results in the indebtedness becoming or being declared due and payable prior to the date it otherwise would have, without such indebtedness having been discharged, or such acceleration having been rescinded or annulled, within 30 days after notice to us specifying such default;
•bankruptcy, insolvency or reorganization, or court appointment of a receiver, liquidator or trustee of us or our significant subsidiary;us; and
•any other event of default provided with respect to a particular series of debt securities.
When we use the term “significant subsidiary,” we refer to the meaning ascribed to such term in Rule 1-02 of Regulation S-X promulgated under the Securities Act.
If an event of default
(other than an event of default described in the fourth bullet point above) occurs and is continuing with respect to debt securities of any series outstanding, then the applicable trustee or the holders of 25% or more in principal amount of the
outstanding debt securities of that series will have the right to declare the principal amount of,
and accrued interest on, all the debt securities of that series to be due and
payable immediately.payable. If
an event of default described in the fourth bullet point above occurs, the principal amount of, and accrued interest on, all the debt securities of that series
are original issue discount securitieswill automatically become and will be immediately due and payable without any declaration or
indexed securities, thenother act on the
applicablepart of the trustee or the holders of
25% or more in principal amount of the outstanding debt
securities of that series will have the right to declare the portion of the principal amount as may be specified in the terms thereof to be due and payable.securities. However, at any time after such a declaration of acceleration has been made, but before a judgment or decree for payment of the money due has been obtained by the applicable trustee, the holders of at least a majority in principal amount of outstanding debt securities of such series or of all debt securities then outstanding under the applicable indenture may rescind and annul such declaration and its consequences if:
•we have paid or deposited with the applicable trustee all required payments of the principal, any premium, (or make-whole amount),interest and, to the extent permitted by law, interest on overdue installment of interest, plus applicable fees, expenses, disbursements and advances of the applicable trustee; and
•all events of default, other than the non-payment of accelerated principal, or a specified portion thereof, and any premium, (or make-whole amount), have been cured or waived.
The indentures also provide that the holders of at least a majority in principal amount of the outstanding debt securities of any series or of all debt securities then outstanding under the applicable indenture may on behalf of all holders waive any past default with respect to such series and its consequences, except a default:
in the payment of the principal, any premium (or make-whole amount) or interest; or
in respect of a covenant or provision contained in the applicable indenture that cannot be modified or amended without the consent of the holder of the outstanding debt security that is affected by the default; or
in respect of a covenant or provision for the benefit or protection of the trustee, without its express written consent.
The indentures require each trustee to give notice to the holders of debt securities within 90 days of a default unless such default has been cured or waived. However, the trustee may withhold notice if specified responsible officers of such trustee consider such withholding to be in the interest of the holders of debt securities. The trustee may not withhold notice of a default in the payment of principal, any premium or interest on any debt security of such series or in the payment of any sinking fund installment in respect of any debt security of such series.
The indentures provide that holders of debt securities of any series may not institute any proceedings, judicial or otherwise, with respect to such indenture or for any remedy under the indenture, unless the trustee fails to act for a period of 6090 days after the trustee has received a written request to institute proceedings in respect of an event of default from the holders of 25% or more in principal amount of the outstanding debt securities of such series, as well as an offer of indemnity reasonably satisfactory to the trustee. However, this provision will not prevent any holder of debt securities from instituting suit for the enforcement of payment of the principal of, and any premium, (or make-whole amount) and interest on, such debt securities at the respective due dates thereof.
The indentures provide that, subject to provisions in each indenture relating to its duties in the case of a default, a trustee has no obligation to exercise any of its rights or powers at the request or direction of any holders of any series of debt securities then outstanding under the indenture, unless the holders have offered to the trustee reasonable security or indemnity. The holders of at least a majority in principal amount of the outstanding debt securities of any series or of all debt securities then outstanding under an indenture shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the applicable trustee, or of exercising any trust or power conferred upon such trustee. However, a trustee may refuse to follow any direction which:
•is in conflict with any law or the applicable indenture;
•may involve the trustee in personal liability; or
•may be unduly prejudicial to the holders of debt securities of the series not joining the proceeding.
Within 120 days after the close of each fiscal year, we will be required to deliver to each trustee a certificate, signed by one of our several specified officers, stating whether or not that officer has knowledge of any default under the applicable indenture. If the officer has knowledge of any default, the notice must specify the nature and status of the default.
Modification of the Indentures
We may modify and amend
Subject to certain exceptions, the indentures
onlymay be amended with the consent of the
affected holders of at least a majority in principal amount of all outstanding debt securities issued under the applicable indenture. However, no such modification or amendment may, without the consent of the holders of the debt securities affected by the modification or amendment:change the stated maturity of the principal of, or any premium (or make-whole amount) on, or any installment of principal of or interest on, any such debt security;
reduce the principal amount of, the rate or amount of interest on or any premium (or make-whole amount) payable on redemption of any such debt security;
reduce the amount of principal of an original issue discount security that would be due and payable upon declaration of acceleration of the maturity thereof or would be provable in bankruptcy, or adversely affect any right of repayment of the holder of any such debt security;
change the place of payment or the coin or currency for payment of principal of, or any premium (or make-whole amount) or interest on, any such debt security;
impair the right to institute suit for the enforcement of any payment on or with respect to any such debt security;
reduce the percentage in principal amount of any outstanding debt securities necessary to modify or amend the applicable indenture with respect to such debt securities, to waive compliance with particular provisions thereof or defaults and consequences thereunder or to reduce the quorum or voting requirements set forth in the applicable indenture; or
modify any of the foregoing provisions or any of the provisions relating to the waiver of particular past defaults or covenants, except to increase the required percentage to effect such action or to provide that some of the other provisions may not be modified or waived without the consent of the holder of such debt security.
The holders of a majority in aggregate principal amount of the outstanding debt securities of eachall series may, on behalf of all holders ofaffected by such amendment (including consents obtained in connection with a tender offer or exchange for the debt securities of that series, waive, insofar as that series is concerned, our compliance with material restrictive covenants of the applicable indenture.
such series).
We and the
applicable trustee may make modifications and amendments of an indenture without the consent of any holder of debt securities for any of the following purposes:
•to evidencecure any ambiguity, defect, or inconsistency in the successionapplicable indenture or in the Securities of another person any series;
•to us as obligorcomply with the covenant described above under such indenture;“–Merger, Consolidation or Sale of Assets”;
•to add to our covenantsprovide for the benefit of the holders of all or any series ofuncertificated debt securities in addition to or to surrender any right or power conferred upon us in such indenture;place of certificated debt securities;
•to add events of default for the benefit of the holders of all or any series of debt securities;
•to changeadd the covenants, restrictions, conditions or eliminateprovisions relating to us for the benefit of the holders of all or any provisionsseries of an indenture, provided that any such change or elimination shall become effective only when there are no debt securities outstanding(and if such covenants, restrictions, conditions or provisions are to be for the benefit of anyless than all series created prior thereto whichof debt securities, stating that such covenants, restrictions, conditions or provisions are entitled toexpressly being included solely for the benefit of such provision;
series), to securemake the occurrence, or the occurrence and the continuance, of a default in any such additional covenants, restrictions, conditions or provisions an event of default, or to surrender any right or power in the applicable indenture conferred upon us;
•to add to, delete from, or revise the conditions, limitations, and restrictions on the authorized amount, terms, or purposes of issue, authentication, and delivery of debt securities, as set forth in the applicable indenture;
•to make any change that does not adversely affect the rights of any holder of notes under the applicable indenture in any material respect;
•to provide for the issuance of and establish the form and terms and conditions of the debt securities;securities of any series as provided in the applicable indenture, to establish the form of any certifications required to
be furnished pursuant to the terms of the applicable indenture or any series of debt securities under the applicable indenture, or to add to the rights of the holders of any series of debt securities
•to establish the form or terms of debt securities of any series;
•to evidence and provide for the acceptance of appointment under the applicable indenture by a successor trustee or facilitate the administration of the trusts under an indenture by more than one trustee;
to cure any ambiguity, defect or inconsistency in an indenture, provided that such action shall not adversely affect the interests of holders of debt securities of any series issued under such indenture;
to supplement any of the provisions of an indenture to the extent necessary to permit or facilitate defeasance and discharge of any series of such debt securities, provided that such action shall not adversely affect the interests of the holders of the outstanding debt securities of any series; and
to make provisions with respect to holders’ rights of conversionappoint a separate trustee with respect to any series;
•to comply with any requirements of the SEC or any successor in connection with the qualification of the indenture under the Trust Indenture Act of 1939, as amended, or the Trust Indenture Act; or
•to conform the applicable indenture to this “Description of Debt Securities” or any other similarly titled section in any prospectus supplement or other offering document relating to a series of debt securities.
Voting
The indentures provide that in determining whether the holders of the requisite principal amount of outstanding debt securities of a series have given any request, demand, authorization, direction, notice, consent or waiver under the indentures or whether a quorum is present at a meeting of holders of debt securities:
the principal amount of an original issue discount security that shall be deemed to be outstanding shall be the amount
Subordination
Payment by us of the principal thereof that would be dueof, premium, if any, and payable asinterest on any series of the date of such determination upon declaration of acceleration of the maturity thereof;
the principal amount of any debt security denominated in a foreign currency that shall be deemed outstanding shall be the United States dollar equivalent, determined on the issue date for such debt security, of the principal amount or, in the case of an original issue discount security, the United States dollar equivalent on the issue date of such debt security of the amount determined as provided in the preceding bullet point;
the principal amount of an indexed security that shall be deemed outstanding shall be the principal face amount of such indexed security at original issuance, unless otherwise provided for such indexed security under such indenture; and
subordinated debt securities owned by us or any other obligor uponissued under the debt securities or by any affiliate of ours or of such other obligor shall be disregarded.
The indentures contain provisions for convening meetings of the holders of debt securities of a series. A meetingsubordinated indenture will be permittedsubordinated to be called at any time by the applicable trustee, and also, upon request, by us or the holders of at least 25%extent set forth in principal amount of the outstanding debt securities of such series, in any such case upon notice given as provided in such indenture. Except for any consent that must be given by the holder of each debt security affected by the modifications and amendments of an indenture described above, any resolution presented at a meeting or adjourned meeting duly reconvened at which a quorum is present may be adopted bysupplemental to the affirmative vote of the holders of a majority of the aggregate principal amount of the outstanding debt securities of that series represented at such meeting.
Notwithstanding the preceding paragraph, except as referred to above, any resolutionsubordinated indenture relating to a request, demand, authorization, direction, notice, consent, waiver or other action that may be made, given or taken by the holders of a specified percentage, which is less than a majority, of the aggregate principal amount of the outstanding debt securities of a series may be adopted at a meeting or adjourned meeting duly reconvened at which a quorum is present by the affirmative vote of such specified percentage.
Any resolution passed or decision taken at any properly held meeting of holders of debt securities of any series will be binding on all holders of such series. The quorum at any meeting called to adopt a resolution, and at any reconvened meeting, will be persons holding or representing a majority in principal amount of the outstanding debt securities of a series. However, if any action is to be taken relating to a consent or waiver which may be given by the holders of at least a specified percentage in principal amount of the outstanding debt securities of a series, the persons holding such percentage will constitute a quorum.
Notwithstanding the foregoing provisions, the indentures provide that if any action is to be taken at a meeting with respect to any request, demand, authorization, direction, notice, consent, waiver and other action that such indenture expressly provides may be made, given or taken by the holders of a specified percentage in principal amount of all outstanding debt securities affected by such action, or of the holders of such series and one or more additional series:
there shall be no minimum quorum requirement for such meeting; and
the principal amount of the outstanding debt securities of such series that vote in favor of such request, demand, authorization, direction, notice, consent, waiver or other action shall be taken into account in determining whether such request, demand, authorization, direction, notice, consent, waiver or other action has been made, given or taken under such indenture.
Discharge, Defeasance and Covenant Defeasance
Unless otherwise
indicatedprovided in the applicable prospectus supplement, the indentures allow us to discharge our obligations to holders of any series of debt securities issued under any indenture when:
•either (1)(i) all securities of such series have already been delivered to the applicable trustee for cancellation; or (2)(ii) all securities of such series have not already been delivered to the applicable trustee for cancellation but (a) have become due and payable, (b) will become due and payable within one year, or (c) if redeemable at our option, are to be redeemed within one year, and we have irrevocably deposited with the applicable trustee, in trust, funds in such currency or currencies, or governmental obligations in an amount sufficient to pay the entire indebtedness on such debt securities in respect of principal, and any premium, and interest to the date of such deposit if such debt securities have become due and payable or, if they have not, to the stated maturity or redemption date; and
| for cancellation but (a) have become due and payable, (b) will become due and payable within one year, or (c) if redeemable at our option, are to be redeemed within one year, and we have irrevocably deposited with the applicable trustee, in trust, funds in such currency or currencies, currency unit or units or composite currency or currencies in which such debt securities are payable, an amount sufficient to pay the entire indebtedness on such debt securities in respect of principal and any premium (or make-whole amount) and interest to the date of such deposit if such debt securities have become due and payable or, if they have not, to the stated maturity or redemption date;
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•we have paid or caused to be paid all other sums payable; andpayable.
we have delivered to the trustee an officers’ certificate and an opinion of counsel stating that the conditions to discharging the debt securities have been satisfied.
Unless otherwise
indicatedprovided in the applicable prospectus supplement, the indentures provide that, upon our irrevocable deposit with the applicable trustee, in trust, of an amount, in such
currency or currencies, currency unit or units or composite currency or currencies in which such debt securities are payable at stated maturity, or government obligations, or both, applicable to such debt securities, which through the scheduled payment of principal and interest in accordance with their terms will provide money in an amount sufficient to pay the principal of, and any premium,
(or make-whole amount) and interest on, such debt securities, and any mandatory sinking fund or analogous payments thereon, on the scheduled due dates therefor, we
may elect either:to defease and be discharged from any and all obligations with respect to such debt securities; or
toshall be released from our obligations with respect to such debt securities under the applicable indenture or, if provided in the applicable prospectus supplement, our obligations with respect to any other covenant, and any omission to comply with such obligations shall not constitute an event of default with respect to such debt securities.
Notwithstanding the above, we may not elect to defease and be discharged from the obligation to pay any additional amounts upon the occurrence of particular events of tax, assessment or governmental charge with respect to payments on such debt securities and the obligations to register the transfer or exchange of such debt securities, to replace temporary or mutilated, destroyed, lost or stolen debt securities, to maintain an office or agency in respect of such debt securities, or to hold monies for payment in trust.
The indentures only permit us to establish the trust described in the paragraph above if, among other things, we have delivered to the applicable trustee an opinion of counsel to the effect that the holders of such debt securities will not recognize income, gain or loss for federal income tax purposes as a result of such defeasance 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 such defeasance or covenant defeasance had not occurred. Such opinion of counsel, in the case of defeasance, will be required to refer to and be based upon a ruling received from or published by the Internal Revenue Service or a change in applicable federal income tax law occurring after the date of the indenture. In the event of such defeasance, the holders of such debt securities would be able to look only to such trust fund for payment of principal, any premium (or make-whole amount), and interest.
When we use the term “government obligations,” we mean securities that are:
direct obligations of the United States or the government that issued the foreign currency in which the debt securities of a particular series are payable, for the payment of which its full faith and credit is pledged; or
obligations of a person controlled or supervised by and acting as an agency or instrumentality of the United States or other government that issued the foreign currency in which the debt securities of such series are payable, the payment of which is unconditionally guaranteed as a full faith and credit obligation by the United States or such other government, which are not callable or redeemable at the option of the issuer thereof and shall also include a depositary receipt issued by a bank or trust
| company as custodian with respect to any such government obligation or a specific payment of interest on or principal of any such government obligation held by such custodian for the account of the holder of a depositary receipt. However, except as required by law, such custodian is not authorized to make any deduction from the amount payable to the holder of such depositary receipt from any amount received by the custodian in respect of the government obligation or the specific payment of interest on or principal of the government obligation evidenced by such depositary receipt.
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Unless otherwise provided in the applicable prospectus supplement, if after we have deposited funds and/or government obligations to effect defeasance or covenant defeasance with respect to debt securities of any series, (a) the holder of a debt security of such series is entitled to, and does, elect under the terms of the applicable indenture or the terms of such debt security to receive payment in a currency, currency unit or composite currency other than that in which such deposit has been made in respect of such debt security, or (b) a conversion event occurs in respect of the currency, currency unit or composite currency in which such deposit has been made, the indebtedness represented by such debt security will be deemed to have been, and will be, fully discharged and satisfied through the payment of the principal of, and premium (or make-whole amount) and interest on, such debt security as they become due out of the proceeds yielded by converting the amount so deposited in respect of such debt security into the currency, currency unit or composite currency in which such debt security becomes payable as a result of such election or such cessation of usage based on the applicable market exchange rate.
When we use the term “conversion event,” we mean no longer using:
a currency, currency unit or composite currency both by the government of the country that issued such currency and for the settlement of transactions by a central bank or other public institutions of or within the international banking community;
the European Currency Unit both within the European Monetary System and for the settlement of transactions by public institutions of or within the European Communities; or
any currency unit or composite currency other than the European Currency Unit for the purposes for which it was established.
Unless otherwise provided in the applicable prospectus supplement, all payments of principal of, and any premium (or make-whole amount) and interest on, any debt security that is payable in a foreign currency that ceases to be used by its government of issuance shall be made in United States dollars.
In the event that (a) we effect covenant defeasance with respect to any debt securities and (b) such debt securities are declared due and payable because of the occurrence of any event of default, the amount in such currency, currency unit or composite currency in which such debt securities are payable, and government obligations on deposit with the applicable trustee, will be sufficient to pay amounts due on such debt securities at the time of their stated maturity but may not be sufficient to pay amounts due on such debt securities at the time of the acceleration resulting from such event of default. However, we would remain liable to make payments of such amounts due at the time of acceleration.
The applicable prospectus supplement may further describe the provisions, if any, permitting such defeasance or covenant defeasance, including any modifications to the provisions described above, with respect to the debt securities of or within a particular series.
The terms and conditions, if any, upon which the debt securities are convertible into common stock
or other securities of ours will be set forth in the applicable prospectus supplement. The terms will include
our obligation, if any, to permit the conversion ofwhether the debt securities
of such series into our common stock and the terms and conditions upon which such conversion shall be effected (including, the initial conversion price or rate, the conversion period, anyadjustment of the applicable conversion price, any applicable limitations on the ownership or transferability of common stock receivable on conversion, and any requirements relative to the reservation of such shares for purposes of conversion.
Unless otherwise provided in the applicable prospectus supplement, the holder of debt securitiesare convertible into our common stock will have the right, exercisable at any time during the time period specified in the prospectus supplement, unless previously redeemed, to convert convertible debt securities into shares of common stock as specified in the prospectus supplement, at the conversion rate per principal amount set forth in the prospectus supplement. In the caseor other securities of convertible debt securities called for redemption, conversion rights will expire at the close of business on the business day immediately preceding the redemption date, unless we default in making the payment due upon redemption, in which case such conversion right shall terminate on the date we cure such default.
Unless otherwise provided in the applicable prospectus supplement, for each series of convertible debt securities,ours, the conversion price, or manner of calculation thereof, the conversion period, provisions as to whether conversion will be subject to adjustments as a result of:
at our option or the payment or makingoption of a dividend or distribution on our common stock exclusively in common stock or on any other class of capital stock, which dividend or distribution includes common stock of our company;
the issuance to all holders, of common stock of rights or warrants entitling holders to subscribe for or purchase shares of common stock at a price per share less than the current market price per share;
subdivisions and combinations of common stock; and
the distribution to all holders of common stock of:
evidences of our indebtedness;
shares of our capital stock other than common stock or assets other than cash dividends paid from current or retained earnings; or
certain other subscription rights or warrants other than those referred to above.
In any event, noevents requiring an adjustment of the conversion price will be required unless an adjustment would require a cumulative increase or decrease of at least 1% in such price. We will not issue any fractional shares of common stock uponand provisions affecting conversion but instead, we will pay a cash adjustment.
Subordination
Unless otherwise provided in the applicable prospectus supplement, subordinatedevent of the redemption of the debt securities and any restrictions on conversion.
Governing Law
The indentures and the debt securities will be
subject togoverned by and construed in accordance with the
following subordination provisions.Upon any distribution to our creditors in a liquidation, dissolution or reorganization, the paymentlaws of the principalState of and interest on any subordinated securities will be subordinated to the extent provided in the applicable indenture in right of payment to the prior payment in full of all senior debt. However, our obligation to make payments of the principal of and interest on such subordinated securities otherwise will not be affected. No payment of principal or interest will be permitted to be made on subordinated securities at any time if a default on senior debt exists that permits the holders of such senior debt to accelerate its maturity and the default is the subject of judicial proceedings or we receive notice of the default. After all senior debt is paid in full and until the subordinated securities are paid in full, holders of subordinated securities will be subrogated to the rights of holders of senior debtNew York, except to the extent that distributions otherwise payable to holders of subordinated securities have been applied to the payment of senior debt. Trust Indenture Act is applicable.
DESCRIPTION OF WARRANTS
The
subordinated indenture will not restrictfollowing description, together with the
amount of senior debt or other indebtedness of us and our subsidiaries. As a result of these subordination provisions, in the event of a distribution of assets upon insolvency, holders of subordinated securities may recover less, ratably, than our general creditors.The term “senior debt” will be defined in the applicable indenture as the principal of and interest on, or substantially similar payments to be made by us in respect of, other outstanding indebtedness, whether outstanding at the date of execution of the applicable indenture or subsequently incurred, created or assumed. The prospectus supplementadditional information we may include a description of additional terms implementing the subordination feature.
No restrictions will be included in any indenture relating to subordinated securities upon the creation of additional senior debt.
If thisapplicable prospectus is being delivered in connection with the offering of a series of subordinated securities, the accompanying prospectus supplement or the information incorporated in this prospectus by reference will set forth the approximate amount of senior debt outstanding as of the end of our most recent fiscal quarter.
DESCRIPTION OF COMMON STOCK
The following is a description ofsupplements, summarizes the material terms and provisions of our common stock. It may not contain all the information that is important to you. Therefore, you should read our articles of incorporation and by-laws that have been filed with the SEC.
General
Under our articles of incorporation, we have authority, without further shareholder action, to issue up to 60,000,000 shares of common stock, $0.0625 par value per share.
Our common stock is listed on the NASDAQ Global Market under the symbol “WASH.”
We may issue common stock from time to time. Our Board of Directors must approve the amount of stock we sell and the price for which it is sold. Holders of our common stock do not have any preferential rights or preemptive rights to buy or subscribe for capital stock or other securitieswarrants that we may issue. Our common stock does not haveoffer under this prospectus and the related warrant agreements and warrant certificates. While the terms summarized below will apply generally to any redemption or sinking fund provisions or any conversions rights.
Dividends
Holders of our common stock are entitled to receive dividends if, as and when declared by our board of directors outwarrants that we may offer, we will describe the particular terms of any funds legally available for dividends.
Voting Rights
Except as otherwise required by law and except as provided byseries of warrants in more detail in the applicable prospectus supplement. If we indicate in the prospectus supplement, the terms of any other class or series of stock, holders of our common stock havewarrants offered under that prospectus supplement may differ from the exclusive power to vote on all matters presented to our shareholders, including the election of directors. Holders of our common stock are entitled to one vote per share. They elect our Board of Directorsterms described below. Specific warrant agreements will contain additional important terms and act on other mattersprovisions and will be incorporated by reference as are required to be presented to them under Rhode Island law or as are otherwise presented to them by the Board of Directors. There is no cumulative voting in the election of our directors.
All matters to be voted on by shareholders, other than the election of directors, must be approved by a majority of the votes cast at a meeting of shareholders duly called and at which a quorum is present. In elections of directors, a plurality voting standard will apply.
Preemptive Rights.
Holders of our common stock have no preemptive rights.
Liquidation/Dissolution Rights.
Holders of our common stock are entitled, upon our liquidation, and after claims of creditors at the time of liquidation, to receive pro rata the Corporation’s net assets.
Restrictions on Ownership.
The Bank Holding Company Act of 1956, as amended, or the “BHCA,” requires any “bank holding company,” as defined in the BHCA, to obtain the approval of the Federal Reserve prioran exhibit to the acquisition of more than 5% of our common stock. Any person, other than a bank holding company, is required to obtain prior approval of the Federal Reserve to acquire 10% or more of our common stock under the Change in Bank Control Act. Any holder of 25% or more of our common stock, or a holder of 5% or more if such holder otherwise
exercises a “controlling influence” over the Corporation, may be subject to regulation as a bank holding company under the Bank Holding Company Act. In addition, Rhode Island law requires the prior approval of the Superintendent of the Rhode Island Department of Business Regulation, Banking Regulation Division for (i) the acquisition of more than 5% of the voting shares of a Rhode Island financial institution or Rhode Island Bank or any financial institution holding company that controls a Rhode Island financial institution or Rhode Island bank by certain banking entities, or (iii) the acquisition by a Rhode Island financial institution or Rhode Island bank or a Rhode Island financial institution holding company of more than 5% of the voting shares of a financial institution or a foreign bank.
Transfer Agent
The transfer agent and registrar for our common stock is American Stock Transfer and Trust Company, LLC.
DESCRIPTION OF WARRANTS
registration statement, which includes this prospectus.
General
We may issue warrants for the purchase of common stock, andand/or debt securities. Warrantssecurities in one or more series. We may be issued separatelyissue warrants independently or together with common stock, and/or debt securities, offered by any prospectus supplement and the warrants may be attached to or separate from such common stock or debtthese securities. Each
We will evidence each series of warrants by warrant certificates that we will be issuedissue under a separate warrant agreement. We will enter into the warrant agreement to be entered into between uswith a warrant agent. We will indicate the name and a bank or trust corporation, asaddress of the warrant agent all as set forth in the applicable prospectus supplement relating to thea particular issueseries of offered warrants. The warrant agent
We will
act solely as our agentdescribe in
connection with the
warrants and will not assume any obligation or relationship of agency or trust for or with any holders of warrants or beneficial owners of warrants. Copies of the forms of warrant agreements, including the forms of warrant certificates representing the warrants, will be filed as exhibits to a document incorporated by reference in the registration statement of which this prospectus forms a part.This section describes the general terms and provisions of the warrants offered by this prospectus. The applicable prospectus supplement will describe the specific terms of any issuance of warrants. You should read the particular terms of any warrants we offer in any prospectus supplement, together with the more detailed form of warrant agreement and the form of warrant certificate. The prospectus supplement also will state whether any of the terms summarized below do not apply to the warrants being offered.
General
The applicable prospectus supplement will describe the terms of the series of warrants, and applicable warrant agreement, including the following, where applicable:
including: the title of the warrants;
•the offering price for the warrants, if any;
theand aggregate number of warrants offered and offered;
•the aggregate number ofcurrency for which the warrants outstanding as of the most practicable date;may be purchased;
•if applicable, the designation and terms of the debt securities or common stock, if any, purchasable upon exercise of the warrants;
the designation and terms of the debt securities or common stock, if any, with which the warrants are issued and the number of warrants issued with each such security or each principal amount of these securities;such security;
•if applicable, the date on and after which the warrants and any debtthe related securities or common stock, if any, issued with the warrants will be separately transferable;
•in the case of warrants to purchase debt securities, the principal amount of debt securities purchasable upon exercise of aone warrant and the price at, and currency in which, this principal amount of debt securities may be purchased upon such exercise;
•in the case of warrants to purchase price;common stock, the number of shares of common stock, as the case may be, purchasable upon the exercise of one warrant and the price at which these shares may be purchased upon such exercise;
•the effect of any merger, consolidation, sale or other disposition of our business on the warrant agreement and the warrants;
•the terms of any rights to redeem or call the warrants;
•any provisions for changes to or adjustments in the exercise price or number of securities issuable upon exercise of the warrants;
•the periods during which, and places at which, the warrants are exercisable;
•the manner of exercise;
•the dates on which the right to exercise the warrants beginswill commence and expires;expire;
•the minimummanner in which the warrant agreement and warrants may be modified;
•federal income tax consequences of holding or maximum amountexercising the warrants;
•the terms of the warrants that may be exercised at any one time;
whether the warrants represented by warrant certificates or debt securities that may be issuedissuable upon exercise of the warrants will be issued in registeredwarrants; and
•any other specific terms, preferences, rights or bearer form;
information with respect to any book-entry procedures;
the currency, currencieslimitations of or currency units in which the offering price, if any, and the exercise price are payable;
a discussion of certain United States federal income tax considerations;
any anti-dilution provisions of the warrants;
any redemption or call provisions applicable to the warrants;
whether the warrants are to be sold separately or with other securities as parts of units; and
any additional terms of the warrants, including terms, procedures and limitations relating to the exchange and exercise ofrestrictions on the warrants.
We may issue units comprised of shares of common stock, debt securities and warrants in any combination. We may issue units in such amounts and in as many distinct series as we wish. This section outlines certain provisions of the units that we may issue. If we issue units, they will be issued under one or more of theunit agreements to be entered into between us and a bank or other securitiesfinancial institution, as unit agent. The information described in this section may not be complete in all respects and is qualified entirely by reference to the unit agreement with respect to the units of any particular series. The specific terms of any series of units offered will be described in the applicable prospectus supplement. If so described in a particular supplement, the specific terms of any combination. series of units may differ from the general description of terms presented below. We urge you to read any prospectus supplement related to any series of units we may offer, as well as the complete unit agreement and unit certificate that contain the terms of the units. If we issue units, forms of unit agreements and unit certificates relating to such units will be incorporated by reference as exhibits to the registration statement, which includes this prospectus.
Each unit
that we may
also include debt obligations of third parties, such as U.S. Treasury securities. Each unitissue 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
willmay describe:
•the designation and terms of the units and of the securities comprising the units, including whether and under what circumstances thethose securities comprising the units may be held or transferred separately;
a description
•any provisions of the terms of anygoverning unit agreement governingagreement;
•the price or prices at which such units will be issued;
•the applicable U.S. federal income tax considerations relating to the units;
a description of the
•any provisions for the issuance, payment, settlement, transfer or exchange of the units or of the securities comprising the units; and
whether the units will be issued in fully registered or global form.
The descriptions
•any other terms of the units and any applicable underlying security or pledge or depository arrangementsof the securities comprising the units.
The provisions described in this
prospectussection, as well as those described under “Description of Common Stock,” “Description of Debt Securities” and
“Description of Warrants” will apply to the securities included in each unit, to the extent relevant and as may be updated in any prospectus
supplement are summaries of the material provisions of the applicable agreements. These descriptions do not restate those agreements in their entirety and do not contain all of the information that you may find useful or that may be important to you. You should refer to the provisions of the applicable agreements because they, and not the summaries, define your rights as holders of the units. We will make copies of the relevant agreements available as described under the heading “Where You Can Find More Information” below.supplements.
We may sell
the securities in any one or more of the following ways:securities:
•through underwriters;
•through dealers;
•through agents;
•directly to investors, including through a specific bidding, auctionpurchasers; or other process;
to investors through agents;
directly to agents;
to or through brokers or dealers;
to the public through underwriting syndicates led by one or more managing underwriters;
to one or more underwriters acting alone for resale to investors or to the public; and
•through a combination of any suchof these methods of sale.or any other method permitted by law.
Our common stock
In addition, we may issue the securities as a dividend or distribution or in a subscription rights offering to our existing security holders.
We may directly solicit offers to purchase securities, or agents may be
issued upon conversiondesignated to solicit such offers. In the prospectus supplement relating to such offering, we will name any agent that could be viewed as an underwriter under the Securities Act and describe any commissions that we must pay to any such agent. Any such agent will be acting on a best efforts basis for the period of
debt securitiesits appointment or,
in exchange for our debt securities. Securities may also be issued upon exercise of warrants. We reserve the right to sell securities directly to investors on their own behalf in those jurisdictions where they are authorized to do so.If we sell securities to a dealer acting as principal, the dealer may resell such securities at varying prices to be determined by such dealer in its discretion at the time of resale without consulting with us and such resale prices may not be disclosedif indicated in the applicable prospectus supplement.
Any underwritten offering may besupplement, on a best efforts or a firm commitment basis. WeThis prospectus may also offerbe used in connection with any offering of our securities through subscription rights distributed to our shareholders on a pro rata basis, which mayany of these methods or may not be transferable. In anyother methods described in the applicable prospectus supplement.
The distribution
of subscription rights to shareholders, if all of the underlying securities are not subscribed for, we may then sell the unsubscribed securities directly to third parties or may engage the services of one or more underwriters, dealers or agents, including standby underwriters, to sell the unsubscribed securities to third parties.Sales of the securities may be effected from time to time in one or more transactions, including negotiated transactions:
•at a fixed price, or prices, which may be changed;changed from time to time;
•at market prices prevailing at the time of sale;
•at prices related to such prevailing market prices; or
•at negotiated prices.
Any
Each prospectus supplement will describe the method of distribution of the prices may representsecurities and any applicable restrictions.
The prospectus supplement with respect to the securities of a
discount fromparticular series will describe the
then prevailing market prices.Interms of the offering of the securities, including the following:
•the name of the agent or any underwriters;
•the public offering or purchase price;
•any discounts and commissions to be allowed or paid to the agent or underwriters;
•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.
If any underwriters or agents are used in the sale of the securities in respect of which this prospectus is delivered, we will enter into an underwriting agreement, sales agreement or other agreement with them at the time of
sale to them, and we will set forth in the prospectus supplement relating to such offering the names of the underwriters or agents and the terms of the related agreement with them.
In connection with the offering of securities, we may receive compensation fromgrant to the underwriters an option to purchase additional securities with an additional underwriting commission, as may be set forth in the accompanying prospectus supplement. If we grant any such option, the terms of such option will be set forth in the prospectus supplement for such securities.
If a dealer is used in the sale of the securities in respect of which the prospectus is delivered, we will sell such securities to the dealer, as principal. The dealer, who may be deemed to be an “underwriter” as that term is defined in the Securities Act, may then resell such securities to the public at varying prices to be determined by such dealer at the time of resale.
If we offer securities in a subscription rights offering to our existing security holders, we may enter into a standby underwriting agreement with dealers, acting as standby underwriters. We may pay the standby underwriters a commitment fee for the securities they commit to purchase on a standby basis. If we do not enter into a standby underwriting arrangement, we may retain a dealer-manager to manage a subscription rights offering for us.
Agents, underwriters, dealers and other persons may be entitled under agreements which they may enter into with us to indemnification by us against certain civil liabilities, including liabilities under the Securities Act, and agents may be customers of, engage in transactions with, or perform services for, us in the formordinary course of underwriting discountsbusiness.
If so indicated in the applicable prospectus supplement, we will authorize underwriters or commissionsother persons acting as our agents to solicit offers by certain institutions to purchase securities from us pursuant to delayed delivery contracts providing for payment and delivery on the date stated in the prospectus supplement. Each contract will be for an amount not less than, and the aggregate amount of securities sold pursuant to such contracts shall not be less nor more than, the respective amounts stated in the prospectus supplement. Institutions with whom the contracts, when authorized, may also receive compensation from purchasersbe made include commercial and savings banks, insurance companies, pension funds, investment companies, educational and charitable institutions and other institutions, but shall 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 securities covered under that contract shall not at the time of delivery be prohibited under the laws of the jurisdiction to which that institution is subject; and
•if the securities are also being sold to underwriters acting as principals for whom theytheir own account, the underwriters shall have purchased such securities not sold for delayed delivery. The underwriters and other persons acting as our agents will not have any responsibility in respect of the validity or performance of delayed delivery contracts.
Offered securities may actalso be offered and sold, if so indicated in the prospectus supplement, in connection with a remarketing upon their purchase, in accordance with a redemption or repayment pursuant to their terms, or otherwise, by one or more remarketing firms, acting as principals for their own accounts or as agents for us. Any remarketing firm will be identified and the terms of its agreement, if any, with us and its compensation will be described in the form of discounts, concessions or commissions. Underwriters may sell the securities to or through dealers, and such dealers may receive compensation in the form of discounts, concessions or commissions from the underwriters and/or commissions from the purchasers for whom they may act as agents. Discounts, concessions and commissions may be changed from time to time. Dealers and agents that participate in the distribution of the securitiesapplicable prospectus supplement. Remarketing firms may be deemed to be underwriters in connection with their remarketing of offered securities.
Certain agents, underwriters and dealers, and their associates and affiliates, may be customers of, have borrowing relationships with, engage in other transactions with, or perform services, including investment banking services, for us or one or more of our respective affiliates in the ordinary course of business.
In order to facilitate the offering of the securities, any underwriters may engage in transactions that stabilize, maintain or otherwise affect the price of the securities or any other securities the prices of which may be used to determine payments on such securities. Specifically, any underwriters may over allot in connection with the offering, creating a short position for their own accounts. In addition, to cover overallotments or to stabilize the price of the securities or of any such other securities, the underwriters may bid for, and purchase, the securities or any such other securities in the open market. Finally, in any offering of the securities through a syndicate of
underwriters, the underwriting syndicate may reclaim selling concessions allowed to an underwriter or a dealer for distributing the securities in the offering if the syndicate repurchases previously distributed securities in transactions to cover syndicate short positions, in stabilization transactions or otherwise. Any of these activities may stabilize or maintain the market price of the securities above independent market levels. Any such underwriters are not required to engage in these activities and may end any of these activities at any time.
We may engage in at the market offerings into an existing trading market in accordance with Rule 415(a)(4) under the Securities
Act, and any discounts, concessions or commissions they receive from us and any profit on the resale of securities they realize may be deemed to be underwriting compensation under applicable federal and state securities laws.The applicable prospectus supplement will, where applicable:
identify any such underwriter, dealer or agent;
describe any compensation in the form of discounts, concessions, commissions or otherwise received from us by each such underwriter or agent and in the aggregate by all underwriters and agents;
describe any discounts, concessions or commissions allowed by underwriters to participating dealers;
identify the amounts underwritten; and
identify the nature of the underwriter’s or underwriters’ obligation to take the securities.
Unless otherwise specified in the related prospectus supplement, each series of securities will be a new issue with no established trading market, other than shares of our common stock, which are listed on NASDAQ. Any common stock sold pursuant to a prospectus supplement will be listed on NASDAQ, subject to official notice of issuance. We may elect to list any series of debt securities on an exchange, butAct. In addition, we are not obligated to do so. It is possible that one or more underwriters may make a market in the securities, but such underwriters will not be obligated to do so and may discontinue any market making at any time without notice. No assurance can be given as to the liquidity of, or the trading market for, any offered securities.
We may enter into derivative transactions with third parties, or sell securities not covered by this prospectus to third parties in privately negotiated transactions. If disclosed in the applicable prospectus supplement so indicates, in connection with those derivative transactionsderivatives, the third parties may sell securities covered by this prospectus and suchthe applicable prospectus supplement, including in short sale transactions. If so, the third party may use securities pledged by us or borrowed from us or from others to settle those short sales or to close out any related open borrowings of securities,stock, and may use securities received from us in settlement of those derivative transactionsderivatives to close out any related open borrowings of securities. If thestock. The third party is or may be deemed toin such sale transactions will be an underwriter under the Securities Act, itand, if not identified in this prospectus, will be identifiednamed in the applicable prospectus supplements.
Untilsupplement (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 distributionsecurities short using this prospectus and an applicable prospectus supplement. 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.
Under Rule 15c6-1 of the Securities Exchange Act of 1934, as amended, or the “Exchange Act,” trades in the secondary market generally are required to settle in two business days, unless the parties to any such trade expressly agree otherwise. The applicable prospectus supplement may provide that the original issue date for your securities is completed, rulesmay be more than two scheduled business days after the trade date for your securities. Accordingly, in such a case, if you wish to trade securities on any date prior to the second business day before the original issue date for your securities, you will be required, by virtue of the SECfact that your securities initially are expected to settle in more than two scheduled business days after the trade date for your securities, to make alternative settlement arrangements to prevent a failed settlement.
The securities may limitbe new issues of securities and may have no established trading market. The securities may or may not be listed on a national securities exchange. We can make no assurance as to the abilityliquidity of or the existence of trading markets for any of the securities.
The specific terms of any
underwriters and selling group members to bid for and purchase the securities. As an exception to these rules, underwriters are permitted to engagelock-up provisions in
some transactions that stabilize the pricerespect of
the securities. Such transactions consist of bids or purchases for the purpose of pegging, fixing or maintaining the price of the securities.Underwriters may engageany given offering will be described in overallotment. If any underwriters create a short position in the securities in an offering in which they sell more securities than are set forth on the cover page of the applicable prospectus supplement, thesupplement.
The underwriters,
may reduce that short position by purchasing the securities in the open market.The lead underwriters may also impose a penalty bid on other underwriters and selling group members participating in an offering. This means that if the lead underwriters purchase securities in the open market to reduce the underwriters’ short position or to stabilize the price of the securities, they may reclaim the amount of any selling concession from the underwriters and selling group members who sold those securities as part of the offering.
In general, purchases of a security for the purpose of stabilization or to reduce a short position could cause the price of the security to be higher than it might be in the absence of such purchases. The imposition of a penalty bid might also have an effect on the price of a security to the extent that it were to discourage resales of the security before the distribution is completed.
We do not make any representation or prediction as to the direction or magnitude of any effect that the transactions described above might have on the price of the securities. In addition, we do not make any representation that underwriters will engage in such transactions or that such transactions, once commenced, will not be discontinued without notice.
Under agreements into which we may enter, underwriters, dealers and agents who participate in the distribution of the securities may be entitled to indemnification by us against or contribution towards certain civil liabilities, including liabilities under the applicable securities laws.
Underwriters, dealers and agents may engage in transactions with us, or perform services for us, or be our tenants in the ordinary course of business.
If indicated in the applicable prospectus supplement, we will authorize underwriters or other persons acting as our agents to solicit offers by particular institutions to purchase securities from us at the public offering price set forth in such prospectus supplement pursuant to delayed delivery contracts providing for payment and delivery on the date or dates stated in such prospectus supplement. Each delayed delivery contract will be for an amount no less than, and the aggregate amounts of securities sold under delayed delivery contracts shall be not less nor more than, the respective amounts stated in the applicable prospectus supplement. Institutions with which such contracts, when authorized, may be made include commercial and savings banks, insurance companies, pension funds, investment companies, educational and charitable institutions and others, but will in all cases be subject to our approval. The obligations of any purchaser under any such contract will be subject to the conditions that (a) the purchase of the securities shall not at the time of delivery be prohibited under the laws of any jurisdiction in the United States to which the purchaser is subject, and (b) if the securities are being sold to underwriters, we shall have sold to the underwriters the total amount of the securities less the amount thereof covered by the contracts. The underwriters and such other agents will not have any responsibility in respect of the validity or performance of such contracts.
To comply with applicable state securities laws, the securities offered by this prospectus will be sold, if necessary, in such jurisdictions only through registered or licensed brokers or dealers. In addition, securities may not be sold in some states unless they have been registered or qualified for sale in the applicable state or an exemption from the registration or qualification requirement is available and is complied with.
Underwriters, dealers or agents that participate in the offer of securities, or their affiliates or associates, may have engaged or engage in transactions with and perform services for us or our affiliates in the ordinary course of business for which they may have received or receive customary fees and reimbursementcompensation.
The anticipated date of
expenses.delivery of offered securities will be set forth in the applicable prospectus supplement relating to each offer.
LEGAL MATTERS
The validity of
Unless otherwise indicated in the
securities we are offeringapplicable prospectus supplement, certain legal matters will be passed upon for us by Goodwin Procter LLP, Boston,
Massachusetts.Massachusetts, and with respect to matters of Rhode Island law, Partridge Snow & Hahn LLP, Providence, Rhode Island.
The consolidated financial statements of the Corporation as of December 31, 20162022 and 2015,2021 and for each of the three years in the three-year period ended December 31, 2016,2022, and management’s assessment of the effectiveness of internal control over financial reporting as of December 31, 2016,2022, have been incorporatedaudited by reference herein, in reliance upon the reports of KPMGCrowe LLP , an independent registered public accounting firm, as set forth in their report appearing in Washington Trust Bancorp Inc.’s Annual Report on Form 10-K for the year ended December 31, 2022 and incorporated in this prospectus by reference herein, andreference. Such consolidated financial statements have been so incorporated in reliance upon the authorityreport of saidsuch firm given upon their authority as experts in accounting and auditing.
INFORMATION INCORPORATED BY REFERENCE
The SEC allows us to incorporate by reference the information and reports we file with it, which means that we can disclose important information to you by referring you to these documents. Our SEC file number is
1-32991. 001-32991. The information incorporated by reference is an important part of this prospectus, and information that we file later with the SEC will automatically update and supersede the information already incorporated by reference. We are incorporating by reference the documents listed below, which we have already filed with the SEC, and any future filings we make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the
Securities Exchange Act,
of 1934 (the “Exchange Act”), (1) on or after the date of filing of the registration containing this prospectus and prior to the effectiveness of the registration statement and (2) on or after the date of this prospectus until the earlier of the date on which all of the securities registered hereunder have been sold or this registration statement has been withdrawn shall be deemed incorporated by reference in this prospectus and to be a part of this prospectus from the date of filing of those documents:
•Annual Report on Form 10-K for the fiscal year ended December 31, 2016,2022, filed on March 6, 2017; February 23, 2023;
•Quarterly Reports on Form 10-Q for the periods ended March 31, 2017,2023, filed on May 5, 2017;4, 2023 and June 30, 2017,2023, filed on August 4, 2017;3, 2023;
•Current Reports on Form 8-K, filed on February 10, 2023, April 28, 201727, 2023 and September 26, 2017;June 15, 2023;
•Portions of our Proxy Statement filed on March 13, 201714, 2023 that have been incorporated by reference into our Annual Report on Form 10-K; and
•The description of our common stock contained in our registration statement on Form 8-A,S-3, filed on August 21, 2006October 1, 2020 under Section 12 of the Exchange Act, and any amendments or report filed for the purpose of updating such description.
You may request a copy of these filings, and any exhibits we have specifically incorporated by reference as an exhibit in this prospectus, at no cost by writing or telephoning us at the following: Washington Trust Bancorp, Inc., 23 Broad Street, Westerly, Rhode Island 02891, Attention: Corporate Secretary. Our telephone number is (401) 348-1200.
This prospectus is part of a registration statement we filed with the SEC. We have incorporated into this registration statement exhibits. You should read the exhibits carefully for provisions that may be important to you.
You should rely only on the information incorporated by reference or provided in this prospectus or any prospectus supplement. We have not authorized anyone to provide you with different information. We are not making an offer of these securities in any state where the offer is not permitted. You should not assume that the
information in this prospectus or in the documents incorporated by reference is accurate as of any date other than the date on the front of this prospectus or those documents.
Any statement contained in a document incorporated by reference in this prospectus shall be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained in this prospectus, or in any other document filed later that is also incorporated in this prospectus by reference, modifies or supersedes the statement. Any statement so modified or superseded shall not be deemed to constitute a part of this prospectus except as so modified or superseded. The information relating to us contained in this prospectus should be read together with the information contained in any prospectus supplement and in the documents incorporated in this prospectus and any prospectus supplement by reference.
WHERE YOU CAN FIND MORE INFORMATION
We have filed with the SEC a registration statement under the Securities Act
of 1933 (the “Securities Act”) that registers the offer and sale of the securities offered by this prospectus. This prospectus is part of the registration statement, but the registration statement, including the accompanying exhibits included or incorporated by reference therein, contains additional relevant information about us. The rules and regulations of the SEC allow us to omit certain information included in the registration statement from this prospectus.
We file annual, quarterly and current reports, proxy statements and other information with the SEC. You may read and copy any document we file at the SEC’s Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. You may call the SEC at 1-800-SEC-0330 for further information on the operation of the Public Reference Room. Our SEC filings are also available to the public from the SEC’s website atwww.sec.gov and on our website atwww.washtrust.com. We have included the SEC’s web address and our web address as inactive textual references only. Except as specifically incorporated by reference in this prospectus, information on those websites is not part of this prospectus.
Preferred Stock
Depositary Shares
Subordinated Debt Securities
WASHINGTON TRUST BANCORP, INC.
No dealer, salesperson or other person is authorized to give any information or to represent anything not contained in this prospectus. You must not rely on any unauthorized information or representations. This prospectus is an offer to sell only the Securities offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so. The information contained in this prospectus is current only as of its date.
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The following table sets forth the estimated costs and expenses payable by the registrant in connection with the registration of securities being registered under this
Registration Statement.registration statement. All amounts except the SEC registration fee are estimates.
| | | | |
SEC registration fee | | $ | 18,675 | |
Legal fees and expenses | | | 30,000 | |
Accounting fees and expenses | | | 10,000 | |
Printing and related expenses | | | 1,500 | * |
Miscellaneous expenses | | | — | |
| | | | |
Total | | | 60,175 | |
| | | | |
| | | | | |
| SEC Registration fee | $0.00 |
| FINRA Filing Fee | * |
Estimated expenses are not presently known. The foregoing sets forth the general categories of expenses that we anticipate we will incur in connection with the offering of securities under this registration statement. An estimate of the aggregate expenses in connection with the issuanceLegal fees and distribution of the securities being offered will be included in the applicable prospectus supplement, information incorporated by reference orexpenses | * |
| Accounting fees and expenses | * |
Printing and related free writing prospectus.expenses | * |
| Transfer agent and trustee fees and expenses | * |
| Miscellaneous expenses | * |
| Total | * |
* Estimated.
Item 15. Indemnification of Directors and Officers.
Section 7-1.2-814 of the Rhode Island Business Corporation Act, as amended, provides that a corporation generally has the power to indemnify directors, officers, employees and agents against judgments, penalties, fines, settlements and reasonable expenses, including attorneys’ fees, actually incurred in connection with any threatened, pending or completed action, suit, or proceeding, whether civil, criminal, administrative or investigative, to which such director, officer, employee or agent may be a party by reason of his being a director, officer, employee or agent, provided that such director, officer, employee or agent shall have acted in good faith and shall have reasonably believed
(a)(i) in the case of conduct in his or her official capacity with the corporation, that his or her conduct was in the corporation’s best interests,
(b)(ii) in all other cases, that his or her conduct was at least not opposed to its best interests, and
(c)(iii) in the case of any criminal proceeding, he or she had no reasonable cause to believe his or her conduct was unlawful.
In accordance with Section 7-1.2-202 of the Rhode Island Business Corporation Act, Article Eleventh of the Corporation’s Restated Articles of Incorporation, as amended, provides that no director of
the the Corporation shall be liable to the Corporation or its shareholders for monetary damages for breach of such director’s fiduciary duty as a director, except for liability (i) for any breach of the director’s duty of loyalty to the Corporation or its shareholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 7-1.2-811 of the Rhode Island Business Corporation Act, which relates to liability for unauthorized acquisitions or redemptions of, or dividends or distributions on, capital stock, or (iv) for any transaction from which the director derived an improper personal benefit (unless such transaction is permitted by Section 7-1.2-807 of the Rhode Island Business Corporation Act, which relates to director conflicts of interest).
The Corporation’s By-LawsBy-laws, as amended, provide for indemnification to the fullest extent permitted under the Rhode Island Business Corporation Act. Specifically, the Corporation ‘s By-LawsCorporation’s By-laws provide that such rights to indemnification are contract rights and that the expenses incurred by an indemnified person shall be paid in advance of a final disposition of any proceeding; provided, however, that if required under applicable law, such person delivers a written affirmation that such person has met the standards of care required under such provisions to be entitled to indemnification.II-1
Section 7-1.2-814(i) of the Rhode Island Business Corporation Act and Section 8.04 of the Corporation’s By-LawsBy-laws provide that the Corporation shall have the power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Corporation, or who, while a director, officer, employee or agent of the Corporation, is or was serving at the request of the Corporation as a director, officer, partner, trustee, employee or agent of another foreign or domestic corporation, partnership, joint venture, trust, other enterprise or employee benefit plan, against any liability asserted against and incurred by such persons in any such capacity. The Corporation has obtained insurance
covering its directors and officers against losses and insuring the Corporation against certain of its obligations to indemnify its directors and officers.
| | | | | |
12.1 | | |
| |
23.1 | | |
| |
23.2 | | Consent of KPMG LLP |
| |
24.1 | | |
| |
| 25.1* | * | Statement of Eligibility of Senior Trustee on Form T-1 for Washington Trust Bancorp, Inc. |
| |
| 25.2* | * | Statement of Eligibility of Senior Trustee on Form T-1 for Washington Trust Bancorp, Inc. |
| |
| | | | | |
| * | To be filed by amendment or as an exhibit to a document to be incorporated or deemed to be incorporated by reference to this Registration Statement. |
| ** | To be filed pursuant to Section 305(b)(2) of the Trust Indenture Act of 1939. |
II-2
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
(i) to include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;
(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 Securities and Exchange Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and
(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 paragraphs (i), (ii) and (iii) above 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 Securities and Exchange Commission by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the 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 shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; and
(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 the purpose of determining liability under the Securities Act of 1933 to any purchaser,
(i) (A) Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall 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 (B) 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 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; or
(ii) each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance
II-3
on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. 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 first use, 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 date of first use.
(5) That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities: The undersigned registrant undertakes that in a primary offering of 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 preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;
(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 undersigned registrant or 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 purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to Section 13(a) or 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 shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of the securities at that time shall be deemed to be the initial bona fide offering thereof.
(6) That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities: The undersigned registrant undertakes that in a primary offering of 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 preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;
(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 undersigned registrant or 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.
(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 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.
(8) The undersigned registrant hereby undertakes 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 (“Act”) in accordance with the rules and regulations prescribed by the Commission under section 305(b)(2) of the Act.
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and that it has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Westerly, Rhode Island, on the
16th8th day of
October, 2017.September, 2023.
| | | | | |
| WASHINGTON TRUST BANCORP, INC. |
| |
| By: | | /s/ Joseph J. MarcAureleEdward O. Handy III |
| | Joseph J. MarcAureleEdward O. Handy III |
| | Chairman and Chief Executive Officer
(Principal Executive Officer)
|
| |
| By: | | /s/ David V. DevaultRonald S. Ohsberg |
| | David V. DevaultRonald S. Ohsberg |
| | Senior Executive Vice Chair, Secretary andPresident, Chief Financial Officer and Treasurer
(Principal Financial Officer) |
| |
| By: | | /s/ Maria N. Janes |
| | Maria N. Janes |
| | Executive Vice President and Controller
(Principal Accounting Officer)
|
KNOW ALL MEN BY THESE PRESENTS, that we, the undersigned officers and directors of Washington Trust Bancorp, Inc., hereby severally constitute
Joseph J. MarcAureleEdward O. Handy III and
David V. Devault,Ronald S. Ohsberg, and each of them singly, our true and lawful attorneys with full power to them, and each of them singly, to sign for us and in our names in the capacities indicated below and in such other capacities as the undersigned may from time to time serve in the future, the registration statement filed herewith and any and all amendments (including post-effective amendments) to said registration statement (or any registration statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933, as amended), and generally to do all such things in our names and in our capacities as officers and directors to enable Washington Trust Bancorp, Inc.to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission, hereby ratifying and confirming our signatures as they may be signed by our said attorneys, or any of them, to said registration statement and any and all amendments thereto.
Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
| | | | | | | | | | | | | | |
Signature | | Title | | Date |
| | |
/s/ Joseph J. MarcAurele Joseph J. MarcAurele
| | Chairman, Chief Executive Officer, and Director
(Principal Executive Officer)
| | October 16, 2017 |
| | |
/s/ David V. Devault
David V. Devault
| | Vice Chair, Secretary and Chief Financial Officer
(Principal Financial Officer)
| | October 16, 2017 |
II-5
| Edward O. Handy III | | | | |
| Edward O. Handy III | | Chairman, Chief Executive Officer, and Director
(Principal Executive Officer) | | September 8, 2023 |
| /s/ Ronald S. Ohsberg | | | | |
Ronald S. Ohsberg | | Senior Executive Vice President, Chief Financial Officer and Treasurer
(Principal Financial Officer) | | September 8, 2023 |
| /s/ Maria N. Janes | | | | |
| Maria N. Janes | | Executive Vice President and Controller (Principal Accounting Officer) | | October 16, 2017September 8, 2023 |
| /s/ John J. Bowen | | | | |
/s/ John J. Bowen
John J. Bowen
| | Director | | October 16, 2017September 8, 2023 |
| /s/ Steven J. Crandall | | | | |
/s/ Steven J. Crandall
Steven J. Crandall
| | Director | | October 16, 2017September 8, 2023 |
| /s/ Robert A. DiMuccio | | | | |
/s/ Robert A. DiMuccio
Robert A. DiMuccio
| | Director | | October 16, 2017September 8, 2023 |
| /s/ Joseph P. Gencarella | | | | |
/s/ Edward O. Handy III
Edward O. Handy III
Joseph P. Gencarella | | Director | | October 16, 2017September 8, 2023 |
| /s/ Mark K. W. Gim | | | | |
/s/ Barry G. Hittner
Barry G. Hittner
Mark K. W. Gim | | Director | | October 16, 2017September 8, 2023 |
| /s/ Constance A. Howes | | | | |
/s/ Katherine W. Hoxsie
Katherine W. Hoxsie
Constance A. Howes, Esq. | | Director | | October 16, 2017September 8, 2023 |
| /s/ Joseph J. MarcAurele | | | | |
/s/ Kathleen E. McKeough
Kathleen E. McKeough
Joseph J. MarcAurele | | Director | | October 16, 2017September 8, 2023 |
| /s/ Sandra Glaser Parrillo | | | | |
/s/ Victor J. Orsinger II
Victor J. Orsinger II
Sandra Glaser Parrillo | | Director | | October 16, 2017September 8, 2023 |
| /s/ John T. Ruggieri | | | | |
/s/ H. Douglas Randall III
H. Douglas Randall III
John T. Ruggieri | | Director | | October 16, 2017September 8, 2023 |
| /s/ Edwin J. Santos | | | | |
/s/ Edwin J. Santos
Edwin J. Santos
| | Director | | October 16, 2017September 8, 2023 |
| /s/ Lisa M. Stanton | | | | |
/s/ John F. Treanor
John F. Treanor
Lisa M. Stanton | | Director | | October 16, 2017September 8, 2023 |
II-6
EXHIBIT INDEX
| | |
1.1* | | Form of Underwriting Agreement |
| |
1.2* | | Form of Distribution Agreement |
| |
4.1 | | Restated Articles of Incorporation of Washington Trust Bancorp, Inc. (incorporated by reference to Exhibit 3.a to Washington Trust Bancorp’s Annual Report on Form 10-K for the fiscal year ended December 31, 2000) |
| |
4.2 | | Amendment to Restated Articles of Incorporation of Washington Trust Bancorp, Inc. (incorporated by reference to Exhibit 3.b to Washington Trust Bancorp’s Annual Report on Form 10-K for the fiscal year ended December 31, 2002) |
| |
4.3 | | Amendment to Restated Articles of Incorporation of Washington Trust Bancorp, Inc. (incorporated by reference to Exhibit 3.1 to Washington Trust Bancorp’s Current Report on Form 8-K dated May 10, 2016) |
| |
4.4 | | Amended and Restated By-laws of Washington Trust Bancorp, Inc. (incorporated by reference to Exhibit 3.4 to Washington Trust Bancorp., Inc.’s Current Report on Form 8-K filed on November 19, 2015) |
| |
4.5 | | Form of Common Stock Certificate of Washington Trust Bancorp, Inc. |
| |
4.6 | | Form of Indenture for Senior Debt Securities of Washington Trust Bancorp, Inc. |
| |
4.7 | | Form of Indenture for Subordinated Debt Securities of Washington Trust Bancorp, Inc. |
| |
4.8 | | Form of Senior Debt Security of Washington Trust Bancorp, Inc. (included in Exhibit 4.6) |
| |
4.9 | | Form of Subordinated Debt Security of Washington Trust Bancorp, Inc. (included in Exhibit 4.7) |
| |
4.10* | | Form of Warrant Agreement (Equity Securities) (including form of warrant) |
| |
4.11* | | Form of Warrant Agreement (Debt Securities) (including form of warrant) |
| |
4.12* | | Form of Unit Agreement |
| |
4.13* | | Form of Unit Certificate |
| |
5.1 | | Opinion of Goodwin Procter LLP as to the legality of the securities being registered |
| |
12.1 | | Calculation of ratios of earnings to combined fixed charges |
| |
23.1 | | Consent of Goodwin Procter LLP (included in Exhibit 5.1 hereto) |
| |
23.2 | | Consent of KPMG LLP |
| |
24.1 | | Powers of Attorney (included on signature page of this Registration Statement) |
| |
25.1* | | Statement of Eligibility of Senior Trustee on Form T-1 for Washington Trust Bancorp, Inc. |
| |
25.2* | | Statement of Eligibility of Senior Trustee on Form T-1 for Washington Trust Bancorp, Inc. |
* | To be filed by amendment or as an exhibit to a document to be incorporated or deemed to be incorporated by reference to this Registration Statement. |