UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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): October 26, 2022
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Southern States Bancshares, Inc.
(Exact Name of Registrant as Specified in its Charter)
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| Alabama | 001-40727 | 26-2518085 |
(State or Other Jurisdiction of Incorporation) | (Commission
File Number) | (IRS Employer Identification No.) |
| 615 Quintard Ave. | | |
| Anniston, AL | | 36201 |
| (Address of Principal Executive Offices) | | (Zip Code) |
Registrant’s telephone number, including area code: (256) 241-1092
Securities registered pursuant to Section 12(b) of the Act:
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| | | | | | | | |
| Title of each class | Trading Symbols(s) | Name of exchange on which registered |
| Common Stock, $5.00 par value | SSBK | The NASDAQ Stock Market LLC |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e 4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01. Entry into a Material Definitive Agreement.
On October 26, 2022, Southern States Bancshares, Inc. (the “Company”) entered into Subordinated Note Purchase Agreements (each, a “Purchase Agreement”) with certain “accredited investors,” as defined in Rule 501(a) of Regulation D under the Securities Act of 1933, as amended (the “Securities Act”), and “qualified institutional buyers,” as defined in Rule 144A under the Securities Act, (the “Purchasers” and each, a “Purchaser”) pursuant to which the Company issued and sold $40.0 million in aggregate principal amount of its 7.00% Fixed-to-Floating Rate Subordinated Notes due 2032 (the “Notes”). The Notes were offered and sold by the Company in a private placement transaction in reliance on exemptions from the registration requirements of the Securities Act, pursuant to Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D thereunder. The Company intends to use the net proceeds from the sale of the Notes for general corporate purposes.
The Notes mature on October 26, 2032 and bear interest at an initial fixed rate of 7.00% per annum, payable quarterly in arrears. From and including October 26, 2027, to but excluding the maturity date or early redemption date, the interest rate will reset quarterly to a Three-Month Term Secured Overnight Financing Rate plus 306 basis points, payable quarterly in arrears. The Company will be entitled to redeem the Notes, in whole or in part, on any interest payment on or after October 26, 2027, and to redeem the Notes in whole upon certain other events.
In connection with the issuance and sale of the Notes, the Company entered into a registration rights agreement (each, a “Registration Rights Agreement”) with each Purchaser of the Notes pursuant to which the Company has agreed to take certain actions to provide for the exchange of the Notes for subordinated notes that are registered under the Securities Act with substantially the same terms as the Notes (the “Exchange”). Under certain circumstances, if the Company fails to meet its obligations under each Registration Rights Agreement, it would be required to pay additional interest to the holders of the Notes.
The Notes were issued under an Indenture, dated October 26, 2022 (the “Indenture”), by and between the Company and UMB Bank, N.A., as trustee (the “Trustee”). The Notes are not subject to any sinking fund and are not convertible into or exchangeable, other than pursuant to the Exchange, for any other securities or assets of the Company or any of its subsidiaries. The Notes are not subject to redemption at the option of the holder. The Notes are unsecured, subordinated obligations of the Company only and are not obligations of, and are not guaranteed by, any subsidiary of the Company. The Notes rank junior in right to payment to the Company’s current and future senior indebtedness. The Notes have been structured to qualify as Tier 2 capital for regulatory capital purposes.
Mark Chambers, Sr., who serves as a director of the Company and the Company’s president, and the chief executive officer of Southern States Bank, a wholly-owned subsidiary of the Company, purchased $100,000 of the Notes, and James Henry Smith IV, who serves as a director of the Company, purchased $200,000 of the Notes, in each case on the same terms as the other Purchasers.
The Indenture, form of Notes, form of Purchase Agreement and form of Registration Rights Agreement are attached as Exhibits 4.1, 4.2, 10.1 and 10.2, respectively, to this Current Report on Form 8-K (the “Report”) and are incorporated in this Item 1.01 by reference. The foregoing descriptions of the Indenture, form of Notes, form of Purchase Agreement and form of Registration Rights Agreement are summaries and are qualified in their entirety by reference to the full text of such documents.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth under Item 1.01 above is incorporated by reference into this Item 2.03.
Item 7.01. Regulation FD Disclosure
On October 26, 2022, the Company issued a press release announcing the completion of the offering of the Notes, a copy of which is furnished as Exhibit 99.1 to this Report. 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 as Exhibit 99.2 to this Report.
In accordance with General Instruction B.2 of Form 8-K, the information furnished pursuant to Item 7.01 of this Report, including Exhibits 99.1 and 99.2, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section. The information furnished pursuant to Item 7.01 of this Report, including Exhibits 99.1 and 99.2, shall not be incorporated by reference in any filing or other document under the Securities Act or the Exchange Act, except as may be expressly set forth by specific reference in such filing or document.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
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| Exhibit No. | | Description |
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| 4.1 | | |
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| 4.2 | | |
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| 10.1 | | |
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| 10.2 | | |
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| 99.1 | | |
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| 99.2 | | |
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| 104 | | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
* Certain schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K because the information contained therein is not material and is not otherwise publicly disclosed. The Company undertakes to furnish supplementally a copy of the exhibits and schedules to the Securities and Exchange Commission upon request.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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| Dated: October 27, 2022 | SOUTHERN STATES BANCSHARES, INC. |
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| By: | /s/ Lynn Joyce |
| Name: | Lynn Joyce |
| Title: | Senior Executive Vice President and Chief Financial Officer |
