Item 1.01 Entry into a Material Definitive Agreement.
Pursuant to the previously announced offering of
The Notes initially will bear interest at a rate of 3.875% per annum, payable
semi-annually in arrears on
The Company may redeem the Notes at such times and at the redemption prices 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. 333-253367) filed by the Company. A
copy of the opinion of
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant..
The disclosure provided in Item 1.01 of this Current Report on Form 8-K is hereby incorporated by reference into this Item 2.03.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit No. Description 4.1 Subordinated Indenture, dated as ofMarch 18, 2022 , betweenSandy Spring Bancorp, Inc. andWilmington Trust, National Association , as Trustee 4.2 First Supplemental Indenture, dated as ofMarch 18, 2022 , betweenSandy Spring Bancorp, Inc. andWilmington Trust, National Association , as Trustee 4.3 Form of 3.875% Fixed-to-Floating Rate Subordinated Note Due 2032 (included as Exhibit A in Exhibit 4.2 hereto) 5.1 Opinion ofKilpatrick Townsend & Stockton LLP 23.1 Consent ofKilpatrick Townsend & Stockton LLP (included in Exhibit 5.1) 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 2
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