Item 1.01 Entry into a Material Definitive Agreement
Underwriting Agreement
On
The Underwriting Agreement contains customary representations, warranties and covenants. These representations, warranties and covenants are not representations of factual information to investors about the Company or its subsidiaries, and the sale of the Notes is not a representation that there has not been any change in the condition of the Company. The Company also agreed to indemnify the Underwriters against certain liabilities arising out of or in connection with the sale of the Notes.
The foregoing description of the Underwriting Agreement is not complete and is qualified in its entirety by reference to the Underwriting Agreement, a copy of which is attached as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Indenture and Notes
The Notes were issued under a base indenture dated as of
From and including the date of issuance to, but excluding
The Company may, at its option, redeem the Notes (i) in whole or in part
beginning with the interest payment date of
There is no right of acceleration of maturity of the Notes in the case of default in the payment of principal of, or interest on, the Notes or in the performance of any other obligation of the Company under the Notes or the Indenture. The Indenture provides that holders of the Notes may accelerate payment of indebtedness only upon certain events related to the Company's bankruptcy or insolvency, whether voluntary or involuntary, or the Bank's insolvency, whether voluntary or involuntary.
The Notes are unsecured, subordinated obligations of the Company and rank junior to all of its existing and future Senior Indebtedness (as defined in the Indenture), including all of its general creditors. The Notes will be equal in right of payment with any of the Company's existing and future subordinated indebtedness, and are senior to the Company's obligations relating to its existing junior subordinated debentures. In addition, the Notes are effectively subordinated to all secured indebtedness of the Company to the extent of the value of the collateral securing such indebtedness. The Notes are structurally subordinated to any existing and future liabilities and obligations of the Company's subsidiaries, including the deposit liabilities and claims of other creditors of the Bank. The Notes are obligations of the Company only and will not be obligations of, and will not be guaranteed by, any of its subsidiaries.
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The foregoing descriptions of the Base Indenture, the First Supplemental Indenture, and the Notes are not complete and are each qualified in their entirety by reference to the complete text of the Base Indenture, the First Supplemental Indenture, and the form of the Notes, copies of which are attached as Exhibits 4.1, 4.2 and 4.3, respectively, to this Current Report on Form 8-K and incorporated herein by reference.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant
The information included under Items 1.01 and 8.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.
Item 8.01 Other Events
On
On
The net proceeds from the sale of the Notes to the Company were approximately
A copy of the opinion of
Item 9.01 Financial Statements and Exhibits
(d) Exhibits. The following exhibits are being filed herewith:
Exhibit No. Description 1.1 Underwriting Agreement, datedSeptember 2, 2020 , betweenNorthwest Bancshares, Inc. andPiper Sandler & Co. 4.1 Indenture, datedSeptember 9, 2020 , betweenNorthwest Bancshares, Inc. andU.S. Bank National Association , as Trustee 4.2 First Supplemental Indenture, datedSeptember 9, 2020 , betweenNorthwest Bancshares, Inc. andU.S. Bank National Association , as Trustee 4.3 Form of 4.00% Fixed-to-Floating Rate Subordinated Note due 2030 (included in Exhibit 4.2) 5.1 Opinion ofLuse Gorman , PC 23.1 Consent ofLuse Gorman , PC (included in Exhibit 5.1) 99.1 Press release datedSeptember 2, 2020 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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