Dime Community Bancshares Files 8-K on Financial Obligation

TL;DR

Dime Community Bancshares just filed an 8-K for a new financial obligation. Details pending.

AI Summary

On June 28, 2024, Dime Community Bancshares, Inc. entered into a material definitive agreement related to a financial obligation. The company, formerly known as Bridge Bancorp, Inc., filed an 8-K report detailing this event. Specific details regarding the nature of the agreement and the financial obligation are not fully disclosed in the provided header information.

Why It Matters

This filing indicates a new financial commitment or obligation for Dime Community Bancshares, which could impact its financial structure and future operations.

Risk Assessment

Risk Level: medium — The filing of an 8-K concerning a material definitive agreement and financial obligation suggests a significant event that could carry inherent risks, though the specific nature of the risk is not yet clear.

Key Players & Entities

• Dime Community Bancshares, Inc. (company) — Registrant
• Bridge Bancorp, Inc. (company) — Former Company Name
• June 28, 2024 (date) — Date of Report

FAQ

Key Financial Figures

• $0.01 — ge on which registered: Common Stock, $0.01 Par Value DCOM The Nasdaq Stock Mar
• $65,000,000 — to the previously announced offering of $65,000,000 aggregate principal amount of 9.000% Fi

Filing Documents

• tm2417725d4_8k.htm (8-K) — 33KB
• tm2417725d4_ex4-2.htm (EX-4.2) — 232KB
• tm2417725d4_ex5-1.htm (EX-5.1) — 11KB
• tm2417725d4_ex99-1.htm (EX-99.1) — 10KB
• tm2417725d4_ex5-1img001.jpg (GRAPHIC) — 8KB
• tm2417725d4_ex99-1img.jpg (GRAPHIC) — 4KB
• tm2417725d4_ex99-1img01.jpg (GRAPHIC) — 3KB
• 0001104659-24-076292.txt ( ) — 576KB
• dcom-20240628.xsd (EX-101.SCH) — 3KB
• dcom-20240628_def.xml (EX-101.DEF) — 26KB
• dcom-20240628_lab.xml (EX-101.LAB) — 36KB
• dcom-20240628_pre.xml (EX-101.PRE) — 25KB
• tm2417725d4_8k_htm.xml (XML) — 5KB

01. Entry

Item 1.01. Entry into a Material Definitive Agreement. Pursuant to the previously announced offering of $65,000,000 aggregate principal amount of 9.000% Fixed-to-Floating Rate Subordinated Notes due 2034 (the " Notes ") to be issued by Dime Community Bancshares, Inc. (the " Company "), the Company and Wilmington Trust, National Association, as trustee, entered into a Second Supplemental Indenture dated as of June 28, 2024 (the " Supplemental Indenture ") to the Indenture dated as of May 6, 2022 (the " Base Indenture " and, together with the Supplemental Indenture, the " Base Indenture "), providing for the issuance of the Notes. The Notes initially shall bear interest at an initial rate of 9.000% per annum, payable quarterly in arrears on January 15, April 15, July 15 and October 15 of each year, commencing on October 15, 2024. The last interest payment date for the fixed rate period will be July 15, 2029. From and including July 15, 2029 to, but excluding July 15, 2034 or the date of earlier redemption, the Notes will bear interest at a floating rate per annum equal to the Benchmark rate (which is expected to be Three-Month Term SOFR), each as defined in and subject to the provisions of the Indenture, plus 495.1 basis points, payable quarterly in arrears on January 15, April 15, July 15 and October 15 of each year, commencing on October 15, 2029. Notwithstanding the foregoing, if the Benchmark rate is less than zero, the Benchmark rate shall be deemed to be zero. The Company may redeem the Notes at such times and at the redemption prices as 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. 333-264390) filed by the Company. A copy of the opinion of Squire Patton Bo

03. Creation

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The disclosures above under Item 1.01 of this Current Report on Form 8-K are also responsive to Item 2.03 of this Current Report on Form 8-K and are hereby incorporated by reference into this Item 2.03.

01. Other Events

Item 8.01. Other Events. On June 28, 2024, the Company issued a press release announcing the closing of its offering of the Notes. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description of Exhibit 4.1 Indenture, dated May 6, 2022, between Dime Community Bancshares, Inc. and Wilmington Trust National Association, as trustee (included as exhibit to previously filed Form 8-K, dated May 6, 2022). 4.2 Second Supplemental Indenture, June 28, 2024, between Dime Community Bancshares, Inc. and Wilmington Trust National Association, as trustee. 4.3 Form of 9.000% Fixed-to-Floating Rate Subordinated Notes due 2034 (included in Exhibit 4.2). 5.1 Opinion of Squire Patton Boggs (US) LLP. 23.1 Consent of Squire Patton Boggs (US) LLP (included in Exhibit 5.1). 99.1 Press Release dated June 28, 2024. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 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. Date: June 28, 2024 Dime Community Bancshares, Inc. By: /s/ Avinash Reddy Name: Avinash Reddy Title: Senior Executive Vice President and Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR