UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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 25, 2020
Fulton Financial Corporation
(Exact name of registrant as specified in its charter)
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Pennsylvania | | 0-10587 | | 23-2195389 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (I.R.S. Employer Identification No.) |
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One Penn Square Lancaster, Pennsylvania | | 17604 |
(Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number, including area code: (717) 291-2411
Former name or former address, if changed since last report: N/A
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):
| ☐ | 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)) |
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, $2.50 par value | | FULT | | The Nasdaq Stock Market LLC |
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 February 25, 2020, Fulton Financial Corporation (“Fulton”) entered into an Underwriting Agreement (the “Underwriting Agreement”) with Piper Sandler & Co., as representative of the underwriters named in Schedule I thereto (collectively, the “Underwriters”). Pursuant to the Underwriting Agreement, Fulton agreed to issue and sell to the Underwriters $200,000,000 aggregate principal amount of 3.250% Fixed-to-Floating Rate Subordinated Notes due 2030 (the “2030 Notes”) and $175,000,000 aggregate principal amount of 3.750% Fixed-to-Floating Rate Subordinated Notes due 2035 (the “2035 Notes” and, together with the 2030 Notes, the “Notes”). Fulton’s offerings of the Notes are expected to close on March 3, 2020, subject to the satisfaction of customary closing conditions. The closing of the offering of the 2030 Notes is not conditioned upon the closing of the offering of the 2035 Notes, and the closing of the offering of the 2035 Notes is not conditioned upon the closing of the offering of the 2030 Notes.
The Notes are being offered pursuant to an effective shelf registration statement filed with the Securities and Exchange Commission on November 7, 2017 (Registration Nos. 333-221393), a base prospectus, dated November 7, 2017, included as part of the registration statement, and a prospectus supplement, dated February 24, 2020, relating to the 2030 Notes and a prospectus supplement, dated February 24, 2020, relating to the 2035 Notes, in each case, filed with the Securities and Exchange Commission pursuant to Rule 424(b) under the Securities Act of 1933, as amended. The foregoing summary is qualified in its entirety by reference to the Underwriting Agreement, which is attached hereto as Exhibit 1.1 and is incorporated by reference into this Item 1.01.
Item 7.01 – Regulation FD Disclosure.
On February 25, 2020, Fulton issued a press release announcing the pricing of the offerings of the Notes. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference into this Item 7.01.
The information in this Form 8-K is being furnished and shall not be deemed “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. The information in this Form 8-K shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended.
Forward-Looking Statements
Statements made in this Current Report on Form 8-K regarding the offerings of the Notes are forward-looking statements. Fulton may be unable to close the offerings on the anticipated date, or at all. Risks and other factors that could cause the offerings not to be completed, or to be completed with different terms, include market conditions and volatility in the market price of Fulton’s publicly traded securities, as well as other risks listed from time to time in Fulton’s filings with the Securities and Exchange Commission, including but not limited to, Fulton’s annual and quarterly reports. Fulton has no obligation to revise or update any forward-looking statements, other than as imposed by law, as a result of future events or new information. Readers are cautioned not to place undue reliance on such forward-looking statements.
Item 9.01 – Financial Statements and Exhibits.
SIGNATURES
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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| | | | Fulton Financial Corporation |
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Date: February 26, 2020 | | | | By: | | /s/ Mark R. McCollom |
| | | | | | Mark R. McCollom |
| | | | | | Senior Executive Vice President and Chief Financial Officer |
