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EX-10.1 - SECURITIES PURCHASE AGREEMENT BY AND BETWEEN CARVER BANCORP, INC. AND THE U.S. T - CARVER BANCORP INCex10-1.htm
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):  August 6, 2020
 
CARVER BANCORP, INC.
(Exact Name of Registrant as Specified in its Charter)

Delaware
 
001-13007
 
13-3904174
(State or Other Jurisdiction
of Incorporation)
 
(Commission File No.)
 
(I.R.S. Employer
Identification No.)

75 West 125th Street, New York, NY
   
10027-4512
(Address of Principal Executive Offices)
   
(Zip Code)

Registrant’s telephone number, including area code: (212) 360-8820
 
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))
   

Securities registered pursuant to Section 12(b) of the Act:
 
Title of each class
Trading symbol(s)
Name of each exchange on which registered
Common stock, par value $0.01 per share
CARV
The NASDAQ Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company [  ]

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [  ]


Item 1.01 Entry into a Material Definitive Agreement
 
On August 6, 2020, Carver Bancorp, Inc. (the “Company”) entered into a Securities Purchase Agreement with the United States Department of the Treasury (the “Treasury Department”) to repurchase 2,321,286 shares of the common stock of the Company, par value $0.01 per share (“Voting Common Stock”), owned by the Treasury Department, for an aggregate purchase price of $2.5 million. The stock repurchase provided for in the Securities Purchase Agreement was completed on August 6, 2020.

Upon completion of the repurchase pursuant to the Securities Purchase Agreement, the Treasury Department was no longer a stockholder in the Company.

As previously disclosed, in connection with the repurchase, Morgan Stanley provided a grant to the Company of $2.5 million to fund the repurchase transaction.

The foregoing description of the Securities Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Securities Purchase Agreement, which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

Forward-Looking Statements

This Current Report on Form 8-K contains certain forward-looking statements about the Company.  Forward-looking statements include statements regarding anticipated future events and can be identified by the fact that they do not relate strictly to historical or current facts.  They often include words such as “believe,” “expect,” “anticipate,” “estimate,” and “intend” or future or conditional verbs such as “will,” “would,” “should,” “could,” or “may.”  Forward-looking statements, by their nature, are subject to risks and uncertainties.  Certain factors that could cause actual results to differ materially from expected results include increased competitive pressures, changes in the interest rate environment, general economic conditions or conditions within the securities markets, and legislative and regulatory changes that could adversely affect the business in which the Company is engaged.

The Company undertakes no obligation to revise these forward-looking statements or to reflect events or circumstances after the date of this report.

Item 9.01 Financial Statements and Exhibits

(a)
Financial statements of businesses acquired.  None.
   
(b)
Pro forma financial information.  None.
   
(c)
Shell company transactions: None.
   
(d)
Exhibits.
 
Securities Purchase Agreement by and between Carver Bancorp, Inc. and the U.S. Treasury Department, dated August 6, 2020



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.


   
CARVER BANCORP, INC.
 
 
DATE: August 6, 2020
By:  
/s/ Michael T. Pugh
   
Michael T. Pugh
   
President and Chief Executive Officer