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): May 6, 2022
DIME COMMUNITY BANCSHARES, INC.
(Exact name of the registrant as specified in its charter)
| New York | 001-34096 | 11-2934195 |
(State or other jurisdiction of incorporation or organization) | (Commission File Number) | (IRS Employer Identification No.) |
| 898 Veterans Memorial Highway, Suite 560 | |
| Hauppauge, New York | 11788 |
| (Address of principal executive offices) | (Zip Code) |
(631) 537-1000
(Registrant’s telephone number)
N/A
(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-4c) |
| Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
| Common Stock, $0.01 Par Value | | DCOM | | The NASDAQ Stock Market |
| Preferred Stock, Series A, $0.01 Par Value | | DCOMP | | The NASDAQ Stock Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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. |
Pursuant to the previously announced offering of $160.0 million aggregate principal amount of 5.000% Fixed-to-Floating Rate Subordinated Notes due 2032 (the “Notes”) to be issued by Dime Community Bancshares, Inc. (the “Company”), the Company and Wilmington Trust National Association, as trustee, entered into an Indenture dated as of May 6, 2022 (the “Base Indenture”) and a First Supplemental Indenture dated as of May 6, 2022 to the Base Indenture (the “Supplemental Indenture” and, together with the Base Indenture, the “Indenture”), providing for the issuance of the Notes.
The Notes initially shall bear interest at an initial rate of 5.000% per annum, payable semi-annually in arrears on May 15 and November 15 of each year, commencing on November 15, 2022. The last interest payment date for the fixed rate period will be May 15, 2027. From and including May 15, 2027 to, but excluding May 15, 2032 or the date of earlier redemption, the Notes will bear interest at a floating rate per annum equal to the Benchmark rate (which is expected to be Three-Month Term SOFR), each as defined in and subject to the provisions of the Indenture, plus 218 basis points, payable quarterly in arrears on February 15, May 15, August 15 and November 15 of each year, commencing on August 15, 2027. Notwithstanding the foregoing, if the Benchmark rate is less than zero, the Benchmark rate shall be deemed to be zero.
The Company may redeem the Notes at such times and at the redemption prices as provided for in the Indenture.
The Base Indenture and the Supplemental Indenture (including the form of Notes) are filed as Exhibits 4.1 and 4.2 to this Current Report on Form 8-K, respectively, and are incorporated herein by reference.
The above-mentioned offering was made pursuant to an effective shelf registration statement on Form S-3 (File No. 333-264390) filed by the Company. A copy of the opinion of Luse Gorman, PC relating to the legality of the Notes is filed as Exhibit 5.1 to this Current Report on Form 8-K.
| Item 2.03 | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The disclosures above under Item 1.01 of this Current Report on Form 8-K are also responsive to Item 2.03 of this Current Report on Form 8-K and are hereby incorporated by reference into this Item 2.03.
On May 6, 2022, the Company issued a press release announcing the closing of its offering of the Notes. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
| Exhibit No. | | Description |
| 4.1 | | Indenture, dated May 6, 2022, between Dime Community Bancshares, Inc. and Wilmington Trust National Association, as trustee. |
| 4.2 | | First Supplemental Indenture, May 6, 2022, between Dime Community Bancshares, Inc. and Wilmington Trust National Association, as trustee. |
| 4.3 | | Form of 5.000% Fixed-to-Floating Rate Subordinated Notes due 2032 (included in Exhibit 4.2). |
| 5.1 | | Opinion of Luse Gorman, PC. |
| 23.1 | | Consent of Luse Gorman, PC (included in Exhibit 5.1). |
| 99.1 | | Press Release dated May 6, 2022 |
| 104 | | The cover page from the Company’s Form 8-K, formatted in Inline XBRL. |
SIGNATURES
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.
| | | DIME COMMUNITY BANCSHARES, INC. |
| | | |
| DATE: May 6, 2022 | By: | /s/ Kevin M. O’Connor |
| | | Kevin M. O’Connor |
| | | Chief Executive Officer |
