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Entry Into Material Definitive Agreement


) completed its offering of $100,000,000 aggregate principal amount of its 4.875% Subordinated Notes due 2025 (the


). The Notes will be treated as Tier 2 capital for regulatory capital purposes.

The Notes will bear interest at a rate of 4.875%per year, payable semiannually in arrears on April2 and October2 of each year, beginning on April2, 2016. The Notes will mature on October2, 2025 and are redeemable in whole or in part on or after the 90th day prior to the maturity date, or in whole, but not in part, at any time if: (i)a change or prospective change in law occurs that could prevent us from deducting interest payable on the subordinated notes for U.S. federal income tax purposes; (ii)an event occurs th at precludes the notes from being recognized as Tier 2 capital for regulatory capital purposes; or (iii)the Corporation becomes required to register as an investment company under the Investment Company Act of 1940, as amended, in each case at 100% of the principal amount of the subordinated notes, plus accrued and unpaid interest thereon to but excluding the date of redemption.

Holders of the Notes may not accelerate the maturity of the Notes, except upon the Corporations or First National Bank of Pennsylvanias, our principal banking subsidiarys, bankruptcy, insolvency, liquidation, receivership or similar event.

The offering of the Notes was consummated pursuant to the terms of an underwriting agreement, dated as of September29, 2015 (the

Underwriting Agreement

), by and among the Corporation, as issuer, and RBC Capital Markets, LLC, and Sandler ONeill& Partner, L.P., as underwriters. The Corporation...