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Bankwell Financial Group Inc.

10/18/2021 | Press release | Distributed by Public on 10/18/2021 14:06

Material Definitive Agreement - Form 8-K

bwfg-20211014



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): October 14, 2021
Bankwell Financial Group, Inc.
(Exact name of registrant as specified in its charter)
Connecticut 001-36448 20-8251355
(State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.)

258 Elm Street
New Canaan, Connecticut06840
(203) 652-0166
(Address of Principal Executive Officers and 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-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class
 		Trading Symbol(s)
 		Name of Each Exchange on Which
Registered
Common Stock, no par value per
share

BWFG
NASDAQ Global 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
On October 14, 2021, Bankwell Financial Group, Inc. (the "Company") entered into a Subordinated Note Purchase Agreement (the "Purchase Agreement") with an institutional accredited investor, pursuant to which the Company issued and sold a 3.25% fixed-to-floating rate subordinated note due 2031 (the "Note") in the principal amount of $35.0 million. The Company intends to use the net proceeds from the sale of the Note for general corporate purposes, including, but not limited to, the repayment of $15.5 million of outstanding subordinated debt.
The Note is not subject to any sinking fund and is not convertible into or exchangeable for any other securities or assets of the Company or any of its subsidiaries.
The Note has a stated maturity of October 15, 2031. Prior to October 15, 2026, the Company may redeem the Note only under certain limited circumstances set forth in the Note. On or after October 15, 2026, the Company may redeem the Note, in whole or in part, at its option, on any interest payment date. Any redemption by the Company would be at a redemption price equal to 100% of the principal amount of the Note being redeemed, together with any accrued and unpaid interest on the Note being redeemed to but excluding the date of redemption. The Note is not subject to redemption at the option of the holder.
The Note will bear interest at a fixed rate of 3.25% per year, from and including October 14, 2021 to, but excluding, October 15, 2026. From and including October 15, 2026 to, but excluding the maturity date or early redemption date, the interest rate will reset quarterly at a variable rate equal to the then current three-month term SOFR (as defined in the Note) plus 233 basis points. As provided in the Note, the interest rate on the Note during the applicable floating rate period may be determined based on a rate other than the three-month term SOFR under certain circumstances.
Principal and interest on the Note are subject to acceleration only in limited circumstances. The Note is an unsecured, subordinated obligation of the Company, and is not an obligation of, and is not guaranteed by, any subsidiary of the Company. The Note is intended to qualify as Tier 2 capital of the Company for regulatory capital purposes.
The Note was offered and sold by the Company in a private placement transaction in reliance on an exemption from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act"), pursuant to Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D promulgated thereunder (the "Private Placement").
The form of the Note and the Purchase Agreement are attached as Exhibits 4.1 and 10.1, respectively, to this Current Report on Form 8-K (the "Report") and are incorporated herein by reference. The foregoing descriptions of the Note and the Purchase 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 is incorporated by reference in this Item 2.03.
Item 8.01 Other Events
On October 14, 2021, the Company issued a notice of redemption of the outstanding 5.75% Subordinated Notes due August 15, 2025 (the "5.75% Notes"). The notice calls for the redemption of the remaining $15.5 million aggregate principal amount of the 5.75% Notes on November 15, 2021. The redemption price for the 5.75% Notes is 100% of the principal amount redeemed, plus accrued and unpaid interest to but not including the redemption date.
Item 9.01 Financial Statements and Exhibits
(a) Not applicable.
(b) Not applicable.
(c) Not applicable.
(d) Exhibits.
Exhibit Number Description
4.1
Form of 3.25% Fixed-to-Floating Rate Subordinated Note due 2031
10.1
Form of Subordinated Note Purchase Agreement, dated October 14, 2021
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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.
BANKWELL FINANCIAL GROUP, INC.
Registrant
October 18, 2021
By: /s/ Penko K. Ivanov
Penko K. Ivanov
Executive Vice President
and Chief Financial Officer