| Item 1.01 | Entry into a Material Definitive Agreement. |
On October 6, 2020, Riverview Financial Corporation (the “Company”), the holding company for Riverview Bank (the “Bank”), entered into Subordinated Note Purchase Agreements (the “Agreements”) with certain institutional investors (the “Purchasers”) and, pursuant to the Agreements, issued to the Purchasers $25.0 million in aggregate principal amount of its 5.75% Fixed-to-Floating Rate Subordinated Notes due 2030 (the “Notes”). The Notes were offered and sold in a private placement in reliance on exemptions from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and Rule 506 of Regulation D thereunder.
The Company intends to use the net proceeds from the issuance and sale of the Notes to enhance the Bank’s capital to support growth, for general corporate purposes and potential strategic opportunities. The Notes are intended to qualify at the holding company level as Tier 2 capital under the capital guidelines of the Federal Reserve Board.
The Notes, which mature on October 15, 2030, bear interest at a fixed annual rate of 5.75% for the period up to but excluding October 15, 2025 (the “Fixed Interest Rate Period”). From and including October 15, 2025 until redemption or maturity (the “Floating Interest Rate Period”), the interest rate will adjust to a floating rate equal to the then-current three-month secured overnight financing rate (SOFR) plus 563 basis points. The Company will pay interest in arrears semi-annually during the Fixed Interest Rate Period and quarterly during the Floating Interest Rate Period. The Notes constitute unsecured and subordinated obligations of the Company and rank junior in right of payment to any senior indebtedness and obligations to general and secured creditors. Subject to limited exceptions, the Company cannot redeem the Notes before the fifth anniversary of the issuance date. The Agreements and Notes contain customary subordination provisions and events of default.
The foregoing description of the Agreements and the Notes does not purport to be complete and is qualified in its entirety by reference to the form of the Agreements and the form of Notes, which are filed as Exhibits 10.1 and 4.1, respectively, to this Current Report on Form 8-K and are incorporated into this Item 1.01 by reference.
| Item 2.03 | Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant. |
The discussion under Item 1.01 is incorporated by reference into this Item 2.03.
| Item 7.01 | Regulation FD Disclosure. |
On October 6, 2020, the Company issued a press release announcing the completion of the offering of the Notes, a copy of which is furnished herewith as Exhibit 99.1.
In connection with the offering of the Notes, the Company delivered an investor presentation to potential investors on a confidential basis, a copy of which is furnished herewith as Exhibit 99.2.
As provided in General Instruction B.2 to Form 8-K, the information furnished in Item 7.01, Exhibit 99.1 and Exhibit 99.2 of this Current Report on Form 8-K shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the
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