Business Context and Reporting Period
Company: NICOLET BANKSHARES INC
Filing Type: Form 8-K (Current Report)
Date of Report: April 28, 2015
Event: Creation of a direct financial obligation via the issuance of a subordinated note.
Key Financial Metrics
- New Debt Issuance: $2 million principal amount of a subordinated note.
- Total Subordinated Notes Outstanding: $10 million (including prior issuance on February 17, 2015).
- Interest Rate: Fixed at 5.00% per annum.
- Maturity Date: April 28, 2025.
- Interest Payment Schedule: Quarterly (March 31, June 30, September 30, December 31), commencing June 30, 2015.
- Capital Classification: Intended to qualify as Tier 2 capital for regulatory purposes.
Note: The filing does not provide specific values for revenue, net profit, operating cash flow, or overall liquidity ratios.
Material Changes
The Company increased its total outstanding subordinated debt by $2 million, bringing the aggregate principal to $10 million. This issuance follows a similar transaction on February 17, 2015, with comparable terms.
Guidance, Outlook, and Terms
- Use of Proceeds: Net proceeds will be used for general corporate purposes, potentially including the redemption of preferred stock, repurchases of common stock, or franchise expansion through acquisition.
- Prepayment Terms: The Company may prepay the note in whole or in part without premium or penalty on or after April 28, 2020, or earlier in limited regulatory or tax circumstances.
- Acceleration Events: The note may only be accelerated in the event of receivership of a banking subsidiary or bankruptcy/reorganization of the Company under Chapter 7 or 11 of the U.S. Bankruptcy Code.
- Conversion: The note is not convertible into common or preferred stock.
- Offering Method: Private placement to an accredited institutional investor under Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D.
Investor Verification Checklist
- Verify the impact of the new $2 million debt on the Company's regulatory capital ratios (Tier 2).
- Confirm the specific allocation of proceeds (e.g., whether preferred stock redemption or common stock repurchase occurs).
- Review the Company's total debt load and liquidity position in the most recent 10-Q or 10-K to assess leverage.
- Monitor future filings for any acceleration events or changes in the Company's credit rating.