Eagle Bancorp Files 8-K: Material Agreement & Financial Updates

Ticker: EGBN · Form: 8-K · Filed: Oct 1, 2024 · CIK: 1050441

Sentiment: neutral

Topics: material-agreement, financial-obligation, regulation-fd, financial-reporting

TL;DR

Eagle Bancorp just filed an 8-K for Sept 30th - looks like a big deal with new financial obligations.

AI Summary

Eagle Bancorp, Inc. reported on September 30, 2024, entering into a material definitive agreement and creating a direct financial obligation. The filing also includes Regulation FD disclosures and financial statements/exhibits, indicating significant corporate actions and financial reporting.

Why It Matters

This filing signals a significant corporate event for Eagle Bancorp, Inc., potentially involving new financial obligations or agreements that could impact its financial standing and future operations.

Risk Assessment

Risk Level: medium — The filing indicates a material definitive agreement and financial obligations, which could introduce new risks or opportunities for the company.

Key Numbers

Key Players & Entities

FAQ

What type of material definitive agreement did Eagle Bancorp, Inc. enter into?

The filing indicates the entry into a material definitive agreement but does not specify the exact nature of the agreement within the provided text.

What is the nature of the direct financial obligation created by Eagle Bancorp, Inc.?

The filing confirms the creation of a direct financial obligation but does not detail its specifics in the provided excerpt.

What are the key items reported in this 8-K filing?

The key items reported are Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation, Regulation FD Disclosure, and Financial Statements and Exhibits.

When was the earliest event reported in this filing?

The earliest event reported was on September 30, 2024.

Where are Eagle Bancorp, Inc.'s principal executive offices located?

Eagle Bancorp, Inc.'s principal executive offices are located at 7830 Old Georgetown Road, Third Floor, Bethesda, Maryland 20814.

Filing Stats: 1,587 words · 6 min read · ~5 pages · Grade level 11.6 · Accepted 2024-09-30 19:06:42

Key Financial Figures

Filing Documents

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. The information set forth in Item 2.03 is incorporated by reference into this Item 1.01. Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. On September 30, 2024, Eagle Bancorp, Inc. (the "Company") entered into a Senior Note Purchase Agreement (the "Purchase Agreement") with certain "accredited investors," as such term is defined in Rule 501 of Regulation D promulgated by the Securities and Exchange Commission (the "SEC") under the Securities Act of 1933, as amended (the "Securities Act"), certain of which are also "qualified institutional buyers," as defined in Rule 144A promulgated by the SEC under the Securities Act (collectively, the "Purchasers"). Under the terms of the Purchase Agreement with the Purchasers, the Company issued and sold $77.7 million in aggregate principal amount of its 10.00% Senior Notes due 2029 (the "Notes"). The Notes were issued by the Company to the Purchasers at a price equal to 100% of their face amount. The Purchasers include officers, directors, and employees of the Company who purchased Senior Notes with a total aggregate principal amount of $3,865,000. The Notes were offered and sold by the Company in a private placement transaction in reliance on exemptions from the registration requirements of the Securities Act, pursuant to Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D promulgated by the SEC thereunder (the "Private Placement"). The Company intends to use the net proceeds from the Private Placement for general corporate purposes, which may include the contribution of all or a portion of the net proceeds to EagleBank, the Company's wholly owned subsidiary. The Purchase Agreement contains certain customary representations, warranties and covenants made by the Company, on the one hand, and the Purchasers, severally and not jointly, on the other hand. The foregoing descripti

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. On September 30, 2024, the Board of Directors of the Company declared a cash dividend in the amount of $0.165 per share of common stock. The dividend will be payable on October 31, 2024 to shareholders of record as of the close of business on October 21, 2024. The Company issued a press release on September 30, 2024 announcing the cash dividend declaration, a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein by reference. The information contained in this Current Report on Form 8-K that is furnished under this Item 7.01, including the accompanying Exhibit 99.1, is being furnished pursuant to Item 7.01 of Form 8-K and shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liability of that section. The information contained in this Current Report on Form 8-K that is furnished under this Item 7.01, including the accompanying Exhibit 99.1, shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof, except as shall be expressly set forth by specific reference in such a filing.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits. Exhibit Number Description 4.1 Indenture, dated as of September 30, 2024, between Eagle Bancorp, Inc. and Wilmington Trust, National Association, as Trustee 4.2 Form of 10.00% Senior Notes due 2029 (included in Exhibit 4.1) 4.3 Registration Rights Agreement, dated as of September 30, 2024, by and among Eagle Bancorp, Inc. and the Purchasers 10.1 Form of Senior Note Purchase Agreement, dated as of September 30, 2024, by and among Eagle Bancorp, Inc. and the Purchasers 99.1 Press Release dated September 30, 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. EAGLE BANCORP INC. Date: September 30, 2024 By: /s/ Eric R. Newell Eric R. Newell Executive Vice President, Chief Financial Officer

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