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): September 27, 2019

Allegiance Bancshares, Inc.

(Exact Name of Registrant as Specified in Charter)

 

TEXAS

001-37585

26-3564100

(State or Other Jurisdiction of Incorporation)

(Commission File Number)

(I.R.S. Employer Identification Number)

 

8847 West Sam Houston Parkway N., Suite 200, Houston, Texas 77040

(Address of Principal Executive Offices) (Zip Code)

(281) 894-3200

(Registrant's telephone number, including area code)

(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, par value $1.00 per share

 

ABTX

 

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 (§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 1.01Entry into a Material Definitive Agreement

 

On September 27, 2019, Allegiance Bancshares, Inc. (the “Company”) completed its previously announced public offering of $60,000,000 aggregate principal amount of its 4.70% Fixed-to-Floating Rate Subordinated Notes due October 1, 2029 (the “Notes”). The Notes will initially be treated as Tier 2 capital or the equivalent for bank regulatory purposes. The offering of the Notes was consummated pursuant to the Company’s registration statement on Form S-3 (File No. 333-215610) filed with the Securities and Exchange Commission (the “SEC”) on January 18, 2017, as supplemented by the prospectus supplement, dated September 20, 2019 (the “Prospectus Supplement”), filed with the SEC on September 23, 2019.

The Notes were issued pursuant to the Subordinated Debt Indenture, dated as of September 20, 2019 (the “Base Subordinated Indenture”), between the Company and U.S. Bank National Association, as trustee (the “Trustee”), as supplemented by the First Supplemental Indenture, dated as of September 27, 2019 (the “Supplemental Indenture” and, together with the Base Subordinated Indenture, the “Indenture”), between the Company and the Trustee. 

From, and including the date of issuance to, but excluding October 1, 2024, the Notes will bear interest at an initial fixed rate of 4.70% per annum, payable semi-annually in arrears on April 1 and October 1, commencing on April 1, 2020. Thereafter, from October 1, 2024 through the maturity date, October 1, 2029, or earlier redemption date, the Notes will bear interest at a floating rate equal to the then-current three-month LIBOR, plus 313 basis points (3.13%) for each quarterly interest period (subject to certain provisions set forth under “Description of the Notes—Interest Rates and Interest Payment Dates” included in the Prospectus Supplement), payable quarterly in arrears on January 1, April 1, July 1 and October 1 of each year.

The Notes are subordinated unsecured obligations of the Company and rank equally with all of the Company’s existing and future subordinated indebtedness. The Notes are subordinated in right of payment to all of the Company’s existing and future “Senior Indebtedness” (as defined in the Indenture), and effectively subordinated to all of the Company’s existing and future secured indebtedness. The Notes are not obligations of, and are not, and will not be, guaranteed by, any of the Company’s subsidiaries, including Allegiance Bank.

The Notes are not subject to repayment at the option of the holders, but may be redeemed by the Company beginning with the interest payment date of October 1, 2024, but not prior thereto, except upon the occurrence of certain events specified under the Indenture and described under “Description of the Notes—Optional Redemption and Redemption Upon Special Events” in the Prospectus Supplement. The Notes will not have the benefit of any sinking fund.

The foregoing descriptions of the Indenture and the Notes are each qualified in their entirety by reference to the full text of the Indenture and the Notes, respectively, copies of which are attached hereto as Exhibit 4.1, Exhibit 4.2 and Exhibit 4.3, respectively, and are incorporated herein by reference. A copy of the opinion of Bracewell LLP, counsel to the Company, relating to the validity of the Notes is filed as Exhibit 5.1 hereto.

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 9.01Financial Statements and Exhibits

(d)           Exhibits.The following are filed as exhibits to this Current Report on Form 8-K:

 

 

 


 

SIGNATURE

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.

 

 

Allegiance Bancshares, Inc.

 

 

 

Date:  October 1, 2019

By:

/s/ Steven F. Retzloff

 

 

Steven F. Retzloff

 

 

President

 

 

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