Item 5.03.
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Amendments
to Articles of Incorporation or Bylaws; Change in Fiscal Year
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On
April 22, 2021, the Company filed the Articles of Amendment with the Secretary of State of Louisiana, which became effective as of April
22, 2021, amending the Company’s Restated Articles of Incorporation, as amended, by establishing and designating the newly authorized
Series A Preferred Stock of the Company initially consisting of 34,500 authorized shares.
Dividends
on the Series A Preferred Stock will be payable when, as and if declared by the Company’s board of directors out of legally available
funds. From the issue date, dividends on the Series A Preferred Stock will accrue on a non-cumulative basis at a rate of 6.75%
per annum on the liquidation preference of $1,000 per share, payable quarterly, in arrears, on the 1st day of each March,
June, September and December, commencing on June 1, 2021.
In
the event that the Company voluntarily or involuntarily liquidates, dissolves or winds up, the holders of the Series A Preferred Stock
at the time outstanding will be entitled to receive liquidating distributions in the amount of $1,000 per share of the Series A Preferred
Stock (equivalent to $25 per depositary share), plus an amount equal to any declared but unpaid dividends thereon to and including
the date of such liquidation without accumulation of any undeclared dividends, out of assets legally available for distribution to the
Company’s shareholders, before any distribution of assets is made to the holders of the Company’s common stock or any other
junior stock. After payment of the full amount of such liquidating distributions, the holders of the Series A Preferred Stock will not
be entitled to any further participation in any distribution of assets by the Company, and will have no right or claim to any of the
Company’s remaining assets. In the event that the Company’s assets available for distribution to shareholders upon any liquidation,
dissolution or winding-up of the Company’s affairs, whether voluntary or involuntary, are insufficient to pay in full the amounts
payable with respect to all outstanding shares of the Series A Preferred Stock and the corresponding amounts payable on any parity stock,
the holders of the Series A Preferred Stock and the holders of such other parity stock will share ratably in any distribution of our
assets in proportion to the full respective liquidating distributions to which they would otherwise be respectively entitled.
The
Series A Preferred Stock does not have a maturity date, and the Company is not required to redeem the Series A Preferred Stock. Accordingly,
the Series A Preferred Stock and related Depositary Shares will remain outstanding indefinitely, unless and until the Company decides
to redeem it pursuant to the terms of the Articles of Amendment. The Company may redeem the Series A Preferred Stock at its option, (i)
in whole or in part, from time to time, on any dividend payment date on or after April 22, 2026 or (ii) in whole but not in part,
within 90 days following a Regulatory Capital Treatment Event (as defined in the Articles of Amendment), in each case, at a redemption
price equal to $1,000 per share (equivalent to $25 per depositary share), plus any declared and unpaid dividends, without accumulation
of any undeclared and unpaid dividends. If the Company redeems the Series A Preferred Stock, the Depositary will redeem
a proportional number of Depositary Shares. Neither the holders of Series A Preferred Stock nor holders of Depositary Shares will have
the right to require the redemption or repurchase of the Series A Preferred Stock or the Depositary Shares. Any redemption of the Series
A Preferred Stock is subject to the Company’s receipt of any required prior approval by the Board of Governors of the Federal Reserve
System (the “Federal Reserve”) or other successor regulatory authority and to the satisfaction of any conditions set forth
in the capital guidelines or regulations of the Federal Reserve applicable to redemption of the Series A Preferred Stock.
Holders
of the Series A Preferred Stock will have no voting rights, except as may otherwise be required by applicable Louisiana law and with
respect to certain fundamental changes in the terms of the Series A Preferred Stock and certain other matters. In addition, if dividends
on the Series A Preferred Stock are not paid in full for at least six quarterly dividend periods or their equivalent, whether or not
consecutive, the holders of the Series A Preferred Stock, acting as a single class with any other parity stock having similar voting
rights that are then exercisable, will have the right to elect two directors to the Company’s board of directors. The terms of
office of these directors will end when the Company has paid or set aside for payment full dividends for at least 12 consecutive months’
worth of dividend periods on the Series A Preferred Stock and any non-cumulative parity stock and all dividends on any cumulative
parity stock have been paid in full.
The
foregoing description of the terms of the Series A Preferred Stock is qualified in its entirety by reference to the full text of the
Articles of Amendment, which is included as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated by reference
herein.