FVCB FVCBankcorp Inc

On October 13, 2020, FVCBankcorp, Inc. (the “Company”) entered into Subordinated Note Purchase Agreements (collectively, the “Purchase Agreement”) with certain qualified institutional buyers and institutional accredited investors pursuant to which the Company sold and issued an aggregate of $20,000,000 in aggregate principal amount of 4.875% fixed-to-floating rate subordinated notes due 2030 (the “Notes”).

The Notes will initially bear interest at 4.875% per annum, beginning October 13, 2020 to but excluding October 15, 2025, payable semi-annually in arrears. From and including October 15, 2025 through October 14, 2030, or up to an early redemption date, the interest rate shall reset quarterly to an interest rate per annum equal to the then current three-month SOFR plus 471 basis points, payable quarterly in arrears. Beginning on October 15, 2025 through maturity, the Notes may be redeemed, at the Company’s option, on any scheduled interest payment date. The Notes will mature on October 15, 2030. 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.

If certain events of default occur, such as the bankruptcy of the Company, the holder of a Note may declare the principal amount of the Note to be due and immediately payable. The Notes will be unsecured, subordinated obligations of the Company and will rank junior in right of payment to the Company’s existing and future senior indebtedness. The Notes are not convertible into common stock or preferred stock, and are not callable by the holders.

The Notes have been structured to qualify as Tier 2 capital under bank regulatory guidelines, and the proceeds from the sale of the Notes will be utilized for general corporate purposes, including supporting regulatory capital ratios of the Company’s subsidiary bank and the potential repayment of the Company’s existing subordinated debt (which debt becomes callable in June 30, 2021).

The Notes were offered and sold in reliance on the exemptions from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and Rule 506(b) of Regulation D thereunder.

The foregoing descriptions of the Purchase Agreement and the Notes do not purport to be complete and are qualified in their entirety by reference to the forms of the Purchase Agreement and the Note which are attached hereto as Exhibits 10.1 and 4.1, respectively, and are incorporated herein by reference.