First Business Financial Services Inc. filed SEC Form 8-K: Other Events, Financial Statements and Exhibits
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| Item 8.01. | Other Events. |
On September 13, 2024, First Business Financial Services, Inc. (the “Company”) sold and issued $20 million in aggregate principal amount of 7.5% Subordinated Debentures (the “Debentures”) to certain “accredited investors” as defined in Rule 501(a) of Regulation D under the Securities Act of 1933, as amended (the “Securities Act”). The Debentures were offered and sold in reliance on the exemptions from registration provided by Section 4(a)(2) of the Securities Act, and Rule 506 of Regulation D thereunder. The Company intends to use the net proceeds first to repay the indebtedness incurred to fund the August 15, 2024 redemption in full of its $15 million in aggregate principal amount of 2019 Fixed-to-Floating Rate Subordinated Notes due August 15, 2029, and then to fund the Company’s anticipated future loan growth.
The Debentures, which have been structured to qualify as Tier 2 capital of the Company for regulatory risk-based capital purposes, mature on September 13, 2034, and will bear interest at a fixed rate of 7.5% per annum for their entire term. The Company may, at its option, redeem the Debentures, in whole or part, at any time after the fifth anniversary of issuance, at a price equal to 100% of the outstanding principal amount of such Debentures redeemed plus accrued but unpaid interest to, but excluding, the redemption date, subject to any required prior approval of the Board of Governors of the Federal Reserve System. Except upon acceleration as noted below, the Debentures are not subject to repayment at the option of the holders.
Payment of principal and accrued interest on the Debentures may be accelerated by a holder of the Debentures only upon the Company’s bankruptcy (liquidation or reorganization) or the receivership of its wholly-owned bank subsidiary, First Business Bank. There is no right of acceleration in the case of default in the payment of interest on the Debentures or the performance of any of the Company’s other obligations under the Debentures.
This description of the Debentures does not purport to be complete and is qualified in its entirety by reference to the form of 7.5% Subordinated Debenture, which is attached as Exhibit 4.1 hereto and is incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits |
| 4.1 | Form of 7.5% Subordinated Debenture |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL Document |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Dated: September 19, 2024 | FIRST BUSINESS FINANCIAL SERVICES, INC. | |
| By: | /s/ Brian D. Spielmann | |
| Brian D. Spielmann | ||
| Chief Financial Officer | ||