|
Item 1.01
|
Entry into a Material Definitive Agreement.
|
On August 18, 2020, Republic First Bancorp, Inc. (the “Corporation”) entered into Purchase Agreements (the “Purchase Agreements”) with certain institutional and accredited investors (the “Purchasers”), pursuant to which the Corporation agreed to issue and sell in a registered direct offering (the “Offering”) an aggregate of 2,000,000 shares (the “Shares”) of 7.0% Perpetual Non-Cumulative, Convertible Preferred Stock, Series A, par value $0.01 per share (the “Series A Preferred Stock”), at an offering price of $25.00 per share. The Shares are being offered by the Company pursuant to a shelf registration statement on Form S-3 (File No. 333-228279), which was initially filed with the Securities and Exchange Commission (the “Commission”) on November 8, 2018, and was declared effective by the Commission on December 3, 2018, including a prospectus contained therein, dated December 3, 2018, as supplemented by a prospectus supplement, dated August 18, 2020, relating to the Offering.
The representations, warranties and covenants contained in the Purchase Agreements were made solely for the benefit of the parties to the Purchase Agreements. In addition, such representations, warranties and covenants (i) are intended as a way of allocating the risk between the parties to the Purchase Agreements and not as statements of fact, and (ii) may apply standards of materiality in a way that is different from what may be viewed as material by stockholders of, or other investors in, the Corporation. Accordingly, the form of Purchase Agreement is filed with this report only to provide investors with information regarding the terms of transaction, and not to provide investors with any other factual information regarding the Corporation. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the Purchase Agreement, which subsequent information may or may not be fully reflected in public disclosures.
On August 18, 2020, the Corporation and its banking subsidiary, Republic First Bank d/b/a Republic Bank, entered into a Placement Agency Agreement (the “Placement Agreement”) with Keefe, Bruyette & Woods, Inc., as representative of the several placement agents (the “Placement Agents”) pursuant to which the Placement Agents agreed to act as the Corporation’s exclusive placement agents, on a reasonable efforts basis, in connection with the Offering. Keefe, Bruyette & Woods, Inc. and Piper Sandler & Co. acted as Placement Agents for the Offering.
The Placement Agreement contains customary representations, warranties and covenants that are valid as between the parties and as of the date of entering into such Placement Agreement, and are not factual information to investors about the Corporation. The Corporation agreed to indemnify the Placement Agents against (or contribute to the payment of) certain liabilities. The Corporation has agreed to pay the Placement Agents the greater of (i) $500,000 or (ii) 0.5% of the aggregate gross proceeds raised by Corporation-sourced investors and 3.0% of the aggregate gross proceeds raised by the Corporation from other investors.
The Corporation estimates that net proceeds from the Offering will be approximately $48.7 million, after deducting placement agent fees and estimated offering expenses, and expects to use the net proceeds for general corporate expenses.
In connection with the Offering, the Corporation and each of the Corporation’s directors and certain executive officers have entered into 45-day “lock-up” agreements with respect to the sale of shares of the Corporation’s common stock or any securities convertible into or exchangeable or exercisable for common stock, subject to customary exceptions.
The closing of the Offering is subject to satisfaction of customary closing conditions set forth in the Purchase Agreements and is expected to occur on or about August 26, 2020.
The description of the Purchase Agreements and the Placement Agreement does not purport to be a complete description of such agreement and is qualified in its entirety by reference to the full text of the form of Purchase Agreement and the Placement Agreement, which are attached hereto as Exhibit 1.1 and Exhibit 1.2, respectively, and incorporated by reference herein.
Stevens & Lee, P.C., counsel to the Corporation, delivered an opinion as to the validity of the Shares, a copy of which is attached hereto as Exhibit 5.1 and incorporated by reference herein.