UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): June 15, 2007
NORTHWAY FINANCIAL, INC.
(Exact name of registrant as specified in its charter)
____________________
| | | |
| New Hampshire | 000-23129 | 04-3368579 |
(State or other jurisdiction of | Commission file number | (I.R.S. Employer |
incorporation or organization) | | Identification No.) |
9 Main Street
Berlin, New Hampshire 03570
(Address of principal executive offices) (Zip code)
Registrant’s telephone number, including area code: (603)752-1171
No Change
(Former name or former address, if changed since last report)
____________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 8: Other Events
On June 15, 2007, Northway Financial, Inc. (the “Company”) completed the private placement of $10,000,000 aggregate liquidation amount of floating rate trust preferred securities (the “Capital Securities”) issued by Northway Capital Trust IV, a Delaware statutory special purpose business trust, (the “Trust”). The Capital Securities were sold to a pooled investment vehicle sponsored by Bear, Stearns & Co., Inc. The proceeds from the sale of Capital Securities, together with the proceeds from the sale by the Trust of its common securities to the Company, were invested in Floating Rate Junior Subordinated Debt Securities of the Company due June 15, 2037 (the “Junior Subordinated Debt”), which were issued pursuant to an Indenture, dated June 15, 2007 between the Company and Wells Fargo Bank, National Association as Trustee. Both the Capital Securities and the Junior Subordinated Debt have a floating rate, which resets quarterly, equal to the three-month LIBOR plus 1.49%. Currently, the interest rate on these securities is 6.85%. Payments of distributions and other amounts due on the Capital Securities are irrevocably guaranteed by the Company, to the extent that the Trust has funds available from the payments of such distributions, pursuant to a Guarantee Agreement, dated June 15, 2007, between the Company and Wells Fargo National Bank, National Association, as Guarantee Trustee. The Junior Subordinated Debt and the Capital Securities may be redeemed at the option of the Company on fixed quarterly dates starting on June 15, 2012. Copies of the operative agreements and other documents related to this private placement are attached as exhibits 99.1 through 99.6 to this Form 8-K.
The $10,000,000 proceeds shall be used by the Company to payoff, along with cash available, a $13,000,000 floating rate trust preferred security callable by the Company on July 7, 2007 (the “Callable Security”). The payoff of the Callable Security will result in a $355,000 write-off of unamortized deferred origination costs on July 7, 2007. The current rate on the Callable Security is 9.0006% and is based on three-month LIBOR as of its most recent reset date plus 3.65%. Accordingly, the payoff of the Callable Security is expected to result in significant future net savings to the Company.
Item 9.01: Financial Statements and Exhibits.
| (a) | Financial Statements of Business Acquired. |
Not applicable
| (b) | Pro Forma Financial Information |
Not applicable
| 99.1 | Indenture dated as of June 15, 2007 between Northway Financial, Inc. as Issuer and Wells Fargo National Bank, National Association as Trustee for Floating Rate Junior Subordinated Debt Securities due June 15, 2037. |
| 99.2 | Amended and Restated Declaration of Trust for Northway Capital Trust IV dated as of June 15, 2007. |
| 99.3 | 99.3Guarantee Agreement for Northway Financial, Inc. dated as of June 15, 2007. |
| 99.4 | Common Security Certificate |
| 99.5 | Capital Security Certificate |
| 99.6 | Floating Rate Junior Subordinated Debt Security due June 15, 2037. |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be filed on its behalf by the undersigned hereunto duly authorized.
| | NORTHWAY FINANCIAL, INC. |
| | |
| | |
| Dated: June 20, 2007 | By: \s\Richard P. Orsillo |
| | Richard P. Orsillo |
| | Senior Vice President and Chief Financial Officer |
Exhibit Index
| 99.1 | Indenture Dated as of June 15, 2007 between Northway Financial, Inc. as Issuer and Wells Fargo National Bank, National Association as Trustee for Floating Rate Junior Subordinated Debt Securities due June 15, 2037. |
| 99.2 | Amended and Restated Declaration of Trust for Northway Capital Trust IV Dated as of June 15, 2007. |
| 99.3 | Guarantee Agreement for Northway Financial, Inc. Dated as of June 15, 2007. |
| 99.4 | Common Security Certificate |
| 99.5 | Capital Security Certificate |
| 99.6 | Floating Rate Junior Subordinated Debt Security due June 15, 2037. |
