Item 1.01 Entry into a Material Definitive Agreement.
On March 16, 2017, Fulton Financial Corporation (Fulton Financial) issued and sold $125.0 million aggregate principal amount of its 3.60%
Senior Notes due 2022 (the Notes) pursuant to an Underwriting Agreement, dated March 13, 2017 (the Underwriting Agreement), between Fulton Financial and Keefe, Bruyette & Woods, Inc. as underwriter. The Notes
were offered and sold pursuant to Fulton Financials registration statement on Form
S-3
(Registration
No. 333-197730)
filed with the Securities and Exchange
Commission on July 30, 2014, and the prospectus contained therein, as supplemented by the prospectus supplement dated March 13, 2017. Fulton Financial received approximately $123.0
million in net proceeds, after underwriting
discounts and commissions and offering expenses payable by Fulton Financial, from the sale of the Notes.
The Notes were issued pursuant to an Indenture,
dated as of March 16, 2017 (the Indenture), as supplemented by the First Supplemental Indenture (the First Supplemental Indenture), dated as of March 16, 2017, between Fulton Financial and Wilmington Trust, National
Association, as trustee. The Notes will mature on March 16, 2022 and are not redeemable at the option of Fulton Financial or repayable at the option of the holders at any time before that date. The Notes are unsecured and unsubordinated
obligations of Fulton Financial and will rank equal in right of payment to all of Fulton Financials existing and future unsecured and unsubordinated obligations, will be senior in right of payment to all of Fulton Financials existing and
future unsecured and subordinated indebtedness, will be structurally subordinated to Fulton Financials future secured indebtedness to the extent of the value of the assets securing such indebtedness and will be structurally subordinated to all
of Fulton Financials existing and future liabilities and obligations of its subsidiaries.
Each of the following constitutes an event of default
under the Indenture with respect to the Notes: (1) failure to pay any installment of interest on the Notes when due and payable, continued for 30 days; (2) failure to pay the principal of, or premium, if any, on the Notes when due;
(3) default in the performance or breach of any other covenants or warranty in the Indenture with respect to the Notes for 60 days after Fulton Financial receives notice of such default or breach; or (4) certain events with respect to
bankruptcy, insolvency, reorganization or other similar law. If an event of default occurs, the principal of the Notes may be accelerated pursuant to the Indenture.
The foregoing description of the Underwriting Agreement, Indenture and Supplemental Indenture does not purport to be complete and is qualified in its entirety
by reference to the full text of such document. For a complete description of the Underwriting Agreement, please refer to the Underwriting Agreement, attached as Exhibit 1.1 to this Current Report on Form
8-K,
and incorporated herein by reference. For a complete description of the Indenture and Supplemental Indenture, which includes the Form of Notes, please refer to the Indenture, attached as Exhibit 4.1, and
to the Supplemental Indenture, attached as Exhibit 4.2, to this Current Report on
Form 8-K,
and are incorporated herein by reference. The Form of 3.60% Senior Notes due 2022 is included in
Exhibit 4.2. Sullivan & Cromwell LLP and Barley Snyder LLP have each opined on the validity of the Notes. The opinions of Sullivan & Cromwell LLP and Barley Snyder LLP, and their respective consents, are included as
Exhibit 5.1 and Exhibit 5.2 to this Current Report on Form
8-K,
respectively, and are incorporated herein by reference.