UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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): April 28, 2015
NICOLET BANKSHARES, INC.
(Exact name of registrant as specified in its charter)
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Wisconsin
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333-90052
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47-0871001
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(State or other jurisdiction of
incorporation or organization)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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111 North Washington Street
Green Bay, Wisconsin 54301
(Address of principal executive offices)
(920) 430-1400
(Registrant’s telephone number, including area code)
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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
On April 28, 2015, Nicolet Bankshares, Inc. (the “Company”), entered into a Subordinated Note Purchase Agreement with an accredited institutional investor in a private placement under which the Company issued $2 million in principal amount of a subordinated note (the “Note”). The Note has a maturity date of April 28, 2025. The Note bears interest, payable on March 31, June 30, September 30 and December 31 of each year commencing June 30, 2015, at a fixed interest rate of 5.00% per year. The terms of the Note are generally comparable to the Notes previously issued on February 17, 2015, and raise the total principal amount of subordinated notes outstanding to $10 million.
The Note is not convertible into common stock or preferred stock. The Company has the right to prepay the Note, in whole or in part, without premium or penalty, at any time on or after April 28, 2020 (or earlier in limited circumstances involving certain regulatory or tax events) and prior to the maturity date, plus all accrued and unpaid interest through the date of prepayment. The Note may only be accelerated in the event of receivership of any banking subsidiary of the Company or the bankruptcy or reorganization of the Company under Chapter 7 or 11 of the U.S. Bankruptcy Code.
The Note is intended to qualify as Tier 2 capital for regulatory purposes. The proceeds from the sale of the Note, net of commissions and expenses, will be used for general corporate purposes, which may include the redemption of preferred stock, repurchases of common stock, and expansion of the Company’s franchise through acquisition.
The Note was offered and sold in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended, and Rule 506(b) of Regulation D thereunder.
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.
| Date: May 1, 2015 | NICOLET BANKSHARES, INC. | |||
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By:
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/s/ Ann K. Lawson | ||
| Ann K. Lawson | ||||
| Chief Financial Officer | ||||