Dime Community Bancshares Enters Material Definitive Agreement

TL;DR

DCOM signed a big deal, filing shows. Details on financials and exhibits.

AI Summary

On November 12, 2024, Dime Community Bancshares, Inc. (DCOM) entered into a material definitive agreement related to its financial statements and exhibits. The company, formerly known as Bridge Bancorp, Inc., is headquartered in Hauppauge, NY, and operates as a national commercial bank.

Why It Matters

This filing indicates a significant contractual development for Dime Community Bancshares, potentially impacting its financial structure or operations.

Risk Assessment

Risk Level: low — The filing reports on a definitive agreement and financial exhibits, which are standard corporate disclosures and do not inherently signal high risk.

Key Players & Entities

• Dime Community Bancshares, Inc. (company) — Registrant
• Bridge Bancorp, Inc. (company) — Former Company Name
• November 12, 2024 (date) — Date of earliest event reported
• Hauppauge, NY (location) — Business Address City, State

FAQ

Key Financial Figures

• $0.01 — ge on which registered: Common Stock, $0.01 Par Value DCOM NASDAQ Preferred Sto
• $25.00 — MP NASDAQ 9.000% Subordinated Notes, $25.00 Par Value DCOMG NASDAQ Indicate by
• $32.00 — k were sold at a price to the public of $32.00 per share. The Company also granted the
• $117,943,750 — eds of the offering to be approximately $117,943,750 or approximately $135,732,797 if the Un
• $135,732,797 — oximately $117,943,750 or approximately $135,732,797 if the Underwriters exercise in full th

Filing Documents

• tm2428102d1_8k.htm (8-K) — 34KB
• tm2428102d1_ex1-1.htm (EX-1.1) — 233KB
• tm2428102d1_ex5-1.htm (EX-5.1) — 15KB
• tm2428102d1_ex99-1.htm (EX-99.1) — 12KB
• tm2428102d1_ex5-1img001.jpg (GRAPHIC) — 4KB
• 0001104659-24-117073.txt ( ) — 580KB
• dcom-20241112.xsd (EX-101.SCH) — 3KB
• dcom-20241112_def.xml (EX-101.DEF) — 26KB
• dcom-20241112_lab.xml (EX-101.LAB) — 36KB
• dcom-20241112_pre.xml (EX-101.PRE) — 25KB
• tm2428102d1_8k_htm.xml (XML) — 6KB

01. Entry

Item 1.01. Entry into a Material Definitive Agreement On November 12, 2024, Dime Community Bancshares, Inc. (the " Company ") and Dime Community Bank, the wholly-owned subsidiary of the Company, entered into an underwriting agreement (the " Underwriting Agreement ") with Raymond James & Associates, Inc. and Keefe, Bruyette & Woods, Inc., as representatives of the several underwriters named therein (the " Underwriters "). Pursuant to the terms of the Underwriting Agreement, the Company agreed to sell, and the Underwriters agreed to purchase, subject to and on the conditions set forth therein, 3,906,250 shares of the Company's common stock, $0.01 par value per share (the " Common Stock "). The shares of Common stock were sold at a price to the public of $32.00 per share. The Company also granted the Underwriters a 30-day option to purchase up to an additional 585,937 shares of the Company's Common Stock on the same terms and conditions, solely to cover overallotments, if any. After deducting underwriting discounts and commissions and estimated offering expenses payable by the Company, the Company expects the net proceeds of the offering to be approximately $117,943,750 or approximately $135,732,797 if the Underwriters exercise in full their option to purchase additional shares of Common Stock. The Company intends to use the net proceeds of the offering for general corporate purposes to support its continued organic growth, which may include, among other things, working capital, investments in its bank subsidiary, Dime Community Bank, and potential balance sheet optimization strategies. The offering is expected to close on or about November 13, 2024, subject to satisfaction of customary closing conditions. The Underwriting Agreement contains customary representations, warranties, and covenants of the Company, and also provides for customary indemnification by the Company in favor of the Underwriters against certain liabilities and customary contribution provisions

01 Regulation FD Disclosure

Item 8.01 Regulation FD Disclosure On November 12, 2024, the Company issued a press release announcing the pricing of the public offering described above in Item 1.01. A copy of the press release is attached as Exhibit 99.1 hereto 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 1.1

Underwriting

Underwriting Agreement, dated as of November 12, 2024, by and among Dime Community Bancshares, Inc., Dime Community Bank, Raymond James & Associates, Inc. and Keefe Bruyette & Woods, Inc. (as representatives of the Underwriters named therein). 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 announcing pricing of Offering, dated November 12, 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: November 12, 2024 DIME COMMUNITY BANCSHARES, INC. By: /s/ Judy Wu Judy Wu Executive Vice President & General Counsel

View Full Filing

View this 8-K filing on SEC EDGAR