Attached files

file filename
EX-5.1 - OPINION OF MORGAN, LEWIS & BOCKIUS LLP - SUSQUEHANNA BANCSHARES INCd396954dex51.htm
EX-4.1 - INDENTURE - SUSQUEHANNA BANCSHARES INCd396954dex41.htm
EX-1.1 - UNDERWRITING AGREEMENT - SUSQUEHANNA BANCSHARES INCd396954dex11.htm
EX-4.2 - FIRST SUPPLEMENTAL INDENTURE - SUSQUEHANNA BANCSHARES INCd396954dex42.htm
EX-99.1 - COMPUTATION OF RATIO TO EARNINGS TO FIXED CHARGES - SUSQUEHANNA BANCSHARES INCd396954dex991.htm
EX-99.2 - PRESS RELEASE - SUSQUEHANNA BANCSHARES INCd396954dex992.htm

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): August 8, 2012

 

 

SUSQUEHANNA BANCSHARES, INC.

(Exact Name of Registrant Specified in Charter)

 

 

 

Pennsylvania   001-33872   23-2201716

(State or Other Jurisdiction

of Incorporation)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification No.)

 

26 North Cedar Street , Lititz, Pennsylvania   17543
(Address of Principal Executive Offices)   (Zip Code)

Registrant’s telephone number, including area code: (717) 626-4721

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions (see General Instruction A.2. below):

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 


Item 8.01. Other Events.

Senior Notes Offering

On August 8, 2012, Susquehanna Bancshares, Inc. (“Susquehanna”) entered into an Underwriting Agreement (the “Underwriting Agreement”) with J.P. Morgan Securities LLC, as representative of the several underwriters named therein (the “Underwriters”), that provided for the issuance and sale by Susquehanna, and the purchase by the Underwriters, of $150,000,000 aggregate principal amount of Susquehanna’s 5.375% Senior Notes due 2022 (the “Notes”). The Notes are registered under the Securities Act of 1933, as amended, pursuant to a shelf registration statement on Form S-3 (File No. 333-165349) filed by Susquehanna with the Securities and Exchange Commission on March 8, 2010. The terms of the Notes are governed by a senior debt indenture (the “Base Indenture”), dated August 13, 2012, between Susquehanna and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”), as supplemented and amended by a supplemental indenture thereto, dated August 13, 2012 (the “First Supplemental Indenture” and, together with the Base Indenture, the “Indenture”).

On August 13, 2012, Susquehanna completed the offering of the Notes.

Copies of the Underwriting Agreement, the Base Indenture, the First Supplemental Indenture and the Form of Note are filed as Exhibits 1.1, 4.1, 4.2 and 4.3 hereto, respectively, and are incorporated by reference herein. The summaries of the Underwriting Agreement, the Indenture and the Notes in this Current Report on Form 8-K do not purport to be complete and are qualified in their entirety by reference to Exhibits 1.1, 4.1, 4.2 and 4.3 to this Current Report on Form 8-K.

Announcement of Redemptions of Certain Securities

On August 13, 2012, Susquehanna issued a press release announcing that (i) it has submitted a notice to the trustee to redeem certain trust preferred securities on September 17, 2012 and (ii) it has submitted a notice to the trustee to redeem certain capital securities on September 18, 2012. A copy of the press release is filed as Exhibit 99.2 hereto, and is incorporated by reference herein.

 

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

 

Exhibit
Number
  Description
  1.1   Underwriting Agreement, dated August 8, 2012, by and between Susquehanna Bancshares, Inc. and J.P. Morgan Securities LLC, as representative of the several underwriters named therein
  4.1   Indenture, dated as of August 13, 2012, between Susquehanna Bancshares, Inc. and The New York Mellon Trust Company, N.A., as trustee
  4.2   First Supplemental Indenture, dated as of August 13, 2012, between Susquehanna Bancshares, Inc. and The New York Mellon Trust Company, N.A., as trustee
  4.3   Form of Note (included in Exhibit 4.2 above)
  5.1   Opinion of Morgan, Lewis & Bockius LLP regarding the validity of the Notes
99.1   Computation of Ratio of Earnings to Fixed Charges
99.2   Press Release, dated as of August 13, 2012


SIGNATURES

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.

 

SUSQUEHANNA BANCSHARES, INC.
By:  

/s/ Drew K. Hostetter

  Drew K. Hostetter
  Executive Vice President and Chief Financial Officer

Dated: August 13, 2012


Exhibit Index

 

Exhibit
Number
  Description
  1.1   Underwriting Agreement, dated August 8, 2012, by and between Susquehanna Bancshares, Inc. and J.P. Morgan Securities LLC, as representative of the several underwriters named therein
  4.1   Indenture, dated as of August 13, 2012, between Susquehanna Bancshares, Inc. and The New York Mellon Trust Company, N.A., as trustee
  4.2   First Supplemental Indenture, dated as of August 13, 2012, between Susquehanna Bancshares, Inc. and The New York Mellon Trust Company, N.A., as trustee
  4.3   Form of Note (included in Exhibit 4.2 above)
  5.1   Opinion of Morgan, Lewis & Bockius LLP regarding the validity of the Notes
99.1   Computation of Ratio of Earnings to Fixed Charges
99.2   Press Release, dated as of August 13, 2012