Bridgewater Bancshares Inc. Form 8-K Summary
Business Context and Reporting Period
This Current Report on Form 8-K was filed by Bridgewater Bancshares Inc. on October 25, 2018. The filing reports the entry into material definitive agreements regarding the exchange of equity securities.
Key Financial Metrics
The filing does not provide standard financial performance metrics such as revenue, profit, cash flow, margins, debt, or liquidity. The transaction described resulted in no cash proceeds to the Company.
Material Changes
On October 25, 2018, the Company entered into Exchange Agreements with Castle Creek Capital Partners V, LP, EJF Sidecar Fund, Series LLC – Series E, and Endeavour Regional Bank Opportunities Fund II LP (collectively, the "Investors").
- Transaction Details: The Investors exchanged 2,823,542 shares of Non-Voting Common Stock for 2,823,542 shares of Common Stock.
- Background: The Non-Voting Common Stock was originally issued in 2015 and 2016 private placements to comply with banking regulations. It was convertible to Common Stock subject to specific transfer or sale conditions.
- Reason for Exchange: The exchange was effected because the Non-Voting Common Stock could only be converted upon a transfer or sale satisfying conditions set forth in the Articles of Incorporation.
- Related Party: David J. Volk, a member of the Company's board of directors, is a principal at Castle Creek Capital V LLC, the sole general partner of Castle Creek.
Guidance, Outlook, and Risks
The filing contains no management guidance, outlook, or discussion of general business risks. The transaction was executed in reliance on exemptions from registration under Sections 3(a)(9) and 18(b)(4) of the Securities Act of 1933. The Exchange Agreements contain customary representations, warranties, and covenants.
Key Facts for Investor Verification
- Verify the total number of shares exchanged: 2,823,542 shares of Non-Voting Common Stock for an equal number of Common Stock shares.
- Confirm that the Company received no cash proceeds from this transaction.
- Review the attached Exchange Agreements (Exhibits 10.1, 10.2, and 10.3) for specific covenants and representations.
- Note the related party transaction involving Board Member David J. Volk and Castle Creek Capital Partners V, LP.
- Confirm the regulatory basis for the exchange under Sections 3(a)(9) and 18(b)(4) of the Securities Act.