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): February 15, 2022
BYLINE BANCORP, INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware
(State or Other Jurisdiction
of Incorporation)
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001-38139 | | 36-3012593 |
(Commission File Number) | | (I.R.S. Employer Identification No.) |
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180 North LaSalle Street, Suite 300 | | |
Chicago, Illinois | | 60601 |
(Address of Principal Executive Offices) | | (Zip Code) |
(773) 244-7000
(Registrant’s Telephone Number, Including Area Code)
Not Applicable
(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 (see General Instruction A.2. below):
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☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
Common Stock | BY | New York Stock Exchange |
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 ☒
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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. ☐
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Item 7.01. | Regulation FD Disclosure. |
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On February 15, 2022, the Company gave notice of its intention to redeem all of its outstanding shares of 7.50% Fixed-to-Floating Noncumulative Perpetual Preferred Stock, Series B (the “Series B Preferred Stock”) (the “Preferred Stock Redemption”).
The Preferred Stock Redemption is in accordance with the terms of the Certificate of Designations of the Series B Preferred Stock dated as of June 16, 2017 (the “Certificate of Designation”). There are 10,438 shares of Series B Preferred Stock currently outstanding. The redemption date for the Series B Preferred Stock is March 31, 2022 (the “Redemption Date”). Under the Certificate of Designations, the per share redemption price will be the liquidation preference of $1,000 per share plus an amount equal to any declared and unpaid dividends thereon for any prior dividend period (the “Redemption Price”).
Holders of the Series B Preferred Stock will have no further rights as shareholders of the Company and in lieu thereof will have only the right to receive the Redemption Price, without interest, after the Redemption Date.
A copy of the press release announcing the Preferred Stock Redemption is “furnished” as Exhibit 99.1 to this Current Report on Form 8-K. The information included in this Current Report on Form 8-K (including the information in the attached exhibit 99.1) is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in any such filing
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Item 9.01. | Financial Statements and Exhibits. |
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(d) Exhibits.
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Exhibit No. | | Description |
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104 | | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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| | | | BYLINE BANCORP, INC. |
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Date: February 22, 2022 | | | | By: | /s/ Roberto R. Herencia |
| | | | Name: | Roberto R. Herencia |
| | | | Title: | Executive Chairman and Chief Executive Officer |
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