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Name | Symbol | Market | Type |
---|---|---|---|
Customers Bancorp, Fixed-To-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series C | NYSE:CUBIPC | NYSE | Preference Share |
Price Change | % Change | Price | High Price | Low Price | Open Price | Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 0 | - |
PROSPECTUS SUPPLEMENT
(to Prospectus dated June 23, 2017)
|
Filed Pursuant to Rule 424(b)(5)
Registration No. 333-218483
|
Per Note
|
Total
|
|||||||
Public offering price(1)
|
|
100.00%
|
$
|
25,000,000 | ||||
Underwriting discount and commissions(2)
|
1.00%
|
$
|
250,000 | |||||
Proceeds, before offering expenses, to us
|
99.00%
|
$
|
24,750,000 |
(1)
|
Plus accrued interest, if any, from September 25, 2019.
|
|
(2)
|
For a description of the compensation payable to the underwriters, see "Underwriting."
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Joint Book-Running Managers
|
||
Deutsche Bank Securities
|
B. Riley FBR
|
PAGE
|
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ABOUT THIS PROSPECTUS SUPPLEMENT
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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
|
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PROSPECTUS SUPPLEMENT SUMMARY
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RISK FACTORS
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USE OF PROCEEDS
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CAPITALIZATION
|
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DESCRIPTION OF NOTES
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BOOK-ENTRY, DELIVERY AND FORM OF NOTES
|
||
MATERIAL UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS
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||
CERTAIN ERISA CONSIDERATIONS
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UNDERWRITING
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LEGAL MATTERS
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EXPERTS
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INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
|
||
WHERE YOU CAN FIND MORE INFORMATION
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PAGE
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ABOUT THIS PROSPECTUS
|
||
SUMMARY
|
||
RISK FACTORS
|
||
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
|
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USE OF PROCEEDS
|
||
RATIO OF EARNINGS TO FIXED CHARGES AND PREFERRED STOCK DIVIDENDS
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DESCRIPTION OF THE SECURITIES
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DESCRIPTION OF DEBT SECURITIES
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DESCRIPTION OF COMMON STOCK
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DESCRIPTION OF PREFERRED STOCK
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DESCRIPTION OF DEPOSITARY SHARES
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DESCRIPTION OF PURCHASE CONTRACTS
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DESCRIPTION OF WARRANTS
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DESCRIPTION OF UNITS
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PLAN OF DISTRIBUTION
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LEGAL MATTERS
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EXPERTS
|
||
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
|
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WHERE YOU CAN FIND MORE INFORMATION
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•
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changes in external competitive market factors that might impact our results of operations;
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•
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changes in laws and regulations, including, without limitation, changes in capital requirements under Basel III;
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•
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changes in our business strategy or an inability to execute our strategy due to the occurrence of unanticipated events;
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•
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our ability to identify potential candidates for, and consummate, acquisition or investment transactions;
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•
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the timing of acquisition, investment or disposition transactions;
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•
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constraints on our ability to consummate an attractive acquisition or investment transaction because of significant competition for those opportunities;
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•
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local, regional and national economic conditions and events and the impact they may have on us and our customers;
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•
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costs and effects of regulatory and legal developments, including the results of regulatory examinations and the outcome of regulatory or other governmental inquiries and proceedings, such as fines or restrictions on our business
activities;
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•
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our ability to manage our balance sheet under $10 billion;
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•
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our ability to attract deposits and other sources of liquidity;
|
||
•
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changes in the financial performance and/or condition of our borrowers;
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||
•
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changes in the level of our non-performing and classified assets and charge-offs;
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•
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changes in estimates of our future loan loss reserve requirements based upon our periodic review thereof under relevant regulatory and accounting requirements, including the adoption of the Current Expected Credit Losses standard;
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•
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inflation, interest rate, securities market and monetary fluctuations, including the discontinuance of LIBOR;
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•
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timely development and acceptance of new banking products and services and perceived overall value of these products and services by users, including the products and services being developed and introduced to the market by the BankMobile
division of Customers Bank;
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•
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changes in consumer spending, borrowing and saving habits;
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•
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technological changes;
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•
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our ability to increase market share and control expenses;
|
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•
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continued volatility in the credit and equity markets and its effect on the general economy;
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•
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effects of changes in accounting policies and practices, as may be adopted by the regulatory agencies, as well as the Public Company Accounting Oversight Board, the Financial Accounting Standards Board and other accounting standard
setters;
|
||
•
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the businesses of Customers Bank and any acquisition targets or merger partners and subsidiaries not being integrated successfully or such integration being more difficult, time-consuming or costly than expected;
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||
•
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material differences in the actual financial results of merger and acquisition activities compared with our expectations, such as with respect to the full realization of anticipated cost savings and revenue enhancements within the expected
time frame;
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||
•
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our ability to successfully implement our growth strategy, control expenses and maintain liquidity;
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•
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Customers Bank’s ability to pay dividends to Customers Bancorp;
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|||
•
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risks relating to BankMobile, including:
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|||
•
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our ability to maintain interchange income with the small issuer exemptions to the Durbin amendment to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, or the Reform Act;
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|||
•
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the implementation of Customers Bancorp’s strategy to retain BankMobile for 2-3 years, the possibility that the expected benefits of retaining BankMobile for 2-3 years may not be achieved, or the possible effects on Customers Bancorp’s
results of operations if BankMobile is never divested causing Customers Bancorp’s actual results to differ from those in the forward-looking statements;
|
|||
•
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our ability to successfully complete a divestiture of BankMobile and the timing of completion;
|
|||
•
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the ability of Customers and an acquirer of BankMobile to meet all of the conditions to completion of a proposed divestiture;
|
|||
•
|
our ability to execute on our White Label strategy to grow demand deposits through strategic partnerships;
|
|||
•
|
material variances in the adoption rate of BankMobile’s services by new students;
|
|||
•
|
the usage rate of BankMobile’s services by current student customers compared to our expectations;
|
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•
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the levels of usage of other BankMobile student customers following graduation of additional product and service offerings of BankMobile or Customers Bank, including mortgages and consumer loans, and the mix of products and services used;
|
|||
•
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our ability to implement changes to BankMobile’s product and service offerings under current and future regulations and governmental policies;
|
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•
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our ability to effectively manage revenue and expense fluctuations that may occur with respect to BankMobile’s student-oriented business activities, which result from seasonal factors related to the higher-education academic year; and
|
|||
•
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BankMobile’s ability to successfully implement its growth strategy and control expenses.
|
|||
•
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risks related to planned changes in our balance sheet, including:
|
|||
•
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our ability to reduce the size of our multi-family portfolios;
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|||
•
|
our ability to execute our digital distribution strategy; and
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•
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our ability to manage the risks of change in our loan mix to include a greater portion of consumer loans.
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Issuer
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Customers Bancorp, Inc.
|
|
Securities Offered
|
$25,000,000 aggregate principal amount of 4.50% Senior Notes due 2024.
|
|
Maturity Date
|
September 25, 2024, unless earlier redeemed by us.
|
|
Interest Rate
|
4.50% per annum, computed on the basis of a 360-day year of twelve 30-day months, from September 25, 2019.
|
|
Interest Payment Dates
|
March 25 and September 25 of each year, commencing March 25, 2020.
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Price to Public
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100.00% of the principal amount, plus accrued interest, if any, from September 25, 2019.
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Payment of Principal and Interest
|
Principal and interest on the notes will be payable in U.S. Dollars or other legal tender, coin or currency of the United States of America.
|
|
Form
|
The notes will be evidenced by one or more permanent global certificates deposited with the Trustee (as defined below) for the notes, as custodian for The Depository Trust Company, which we refer to as DTC. Beneficial interests in
the global notes will be shown on, and transfers of those beneficial interests can only be made through, records maintained by DTC and its participants.
|
|
Denominations
|
We will issue the notes only in minimum denominations of $1,000 and integral multiples of $1,000 in excess thereof.
|
|
Withholding Taxes
|
Payments made by us with respect to the notes will not be subject to withholding or deduction for taxes, unless we are required to withhold or deduct taxes under applicable law. If we are required to withhold or deduct for taxes with
respect to any payment made with respect to the notes, we will not pay any additional amounts on the notes to you in respect of such required withholding or deduction.
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|
Ranking
|
The notes will be unsecured obligations of Customers Bancorp and will rank equally with all of its existing and future unsecured senior indebtedness, will be effectively subordinated to any of its secured indebtedness, structurally
subordinated to the existing and future indebtedness and any preferred equity of its subsidiaries and senior in right of payment to any of its existing or future obligations that are by their terms expressly subordinated or junior in
right of payment to the notes. As of June 30, 2019, Customers Bancorp had $99.1 million of outstanding unsecured debt and no outstanding secured debt and its subsidiaries had direct principal borrowings and deposit liabilities of
approximately $10.0 billion and no preferred equity.
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Future Issuances
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We may, from time to time, without notice to or consent of the holders, increase the aggregate principal amount of the notes outstanding by issuing additional notes in the future with the same terms as the notes, except for the issue
date and offering price, and such additional notes shall be consolidated with the notes issued in this offering and form a single series.
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Use of Proceeds
|
We expect to receive net proceeds from this offering of approximately $24,400,000, after deducting underwriting discounts and commissions and estimated offering expenses payable by us. We expect to use the net proceeds for general
corporate purposes, which may include working capital and the funding of organic growth at Customers Bank. However, we also may use a portion of the net proceeds to (i) redeem shares of our preferred stock once they become redeemable,
(ii) repurchase shares of our common stock or (iii) fund, in whole or in part, possible future acquisitions of other financial services businesses. We currently have no definitive agreements, arrangements or understandings regarding
any future acquisitions. The amounts we actually expend for any purpose may vary significantly depending upon numerous factors, including assessments of potential market opportunities and competitive developments. Accordingly, we
will retain broad discretion over the use of the net proceeds. See “Use of Proceeds” in this prospectus supplement.
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Redemption/Repayment
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We may, at our option, at any time on or after the date that is 30 days prior to the maturity date, redeem some or all of the notes at a redemption price equal to 100% of the principal amount of the notes to be redeemed plus
accrued and unpaid interest thereon to but excluding the date of redemption as described in “Description of Notes — Optional Redemption” in this prospectus supplement. The notes will not be entitled to the benefit of any sinking
fund. The notes will not be subject to repayment at the option of the holder at any time prior to maturity.
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Events of Default
|
The notes will contain events of default, the occurrence of which may, or in certain cases will automatically, result in the acceleration of our obligations under the notes in certain circumstances. See “Description of Notes —
Events of Default; Waiver” in this prospectus supplement.
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Certain Covenants
|
We will issue the notes under an indenture and a supplemental indenture, which we refer to herein collectively as the Indenture, between us and Wilmington Trust, National Association, as the Trustee. The Indenture contains
covenants that:
• (i) prohibit Customers Bancorp from, directly or
indirectly, selling, assigning, pledging, transferring or otherwise disposing of shares of voting stock, or securities convertible into voting stock, or options, warrants or rights to subscribe for or purchase voting stock of a
material subsidiary (as defined below), and prohibits Customers Bancorp from permitting a material subsidiary to do any of the foregoing; and (ii) prohibits Customers Bancorp from permitting a material subsidiary to issue any shares
of its voting stock or securities convertible into its voting stock or options, warrants or rights to subscribe for or purchase its voting stock; unless, in either case, Customers Bancorp
will continue to own, directly or indirectly, at least 80% of the issued and outstanding voting stock of such material subsidiary after giving effect to that transaction;
• Customers Bancorp will not permit a material
subsidiary to: (i) merge or consolidate with or into any corporation or other person, unless Customers Bancorp is the surviving corporation or person, or unless, upon consummation of the merger or consolidation, Customers Bancorp
will own, directly or indirectly, at least 80% of the issued and outstanding voting stock of that person; or (ii) lease, sell, assign or transfer all or substantially all of its properties and assets to any person (other than
Customers Bancorp), in a single transaction or a series of related transactions, unless, upon such sale, assignment or transfer, Customers Bancorp will own, directly or indirectly, at least 80% of the issued and outstanding voting
stock of that person;
|
• Customers Bancorp will not, nor will Customers
Bancorp permit a material subsidiary to, create, assume, incur or suffer to be created, assumed or incurred or to exist, any pledge, encumbrance or lien, as security for indebtedness for borrowed money, upon any shares of voting
stock of a material subsidiary (or securities convertible into, or options, warrants or rights to subscribe for or purchase shares of that voting stock), directly or indirectly, without making effective provision whereby the notes
are equally and ratably secured with any and all such indebtedness, unless Customers Bancorp continues to own at least 80% of the issued and outstanding voting stock of such material subsidiary (treating such pledge, encumbrance
or lien as a transfer of the shares of, or securities convertible into or options, warrants or rights to subscribe for or purchase shares of, voting stock of a material subsidiary subject thereto to the secured party and after
giving effect to the issuance of the maximum number of shares of voting stock of a material subsidiary issuable upon the exercise of all such convertible securities, options, warrants or rights).
These covenants are subject to a number of important exceptions, qualifications and limitations. See “Description of Notes — Certain Covenants” in this prospectus supplement.
|
||
Listing
|
The notes will not be listed on any securities exchange. Currently, there is no public market for the notes.
|
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Trustee
|
Wilmington Trust, National Association, which we refer to herein as the Trustee or Wilmington Trust.
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Governing Law
|
The Indenture and the notes will be governed by, and construed in accordance with, the laws of the State of New York. The Indenture will be subject to the provisions of the Trust Indenture Act of 1939, as amended, which we refer
to herein as the Trust Indenture Act.
|
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Risk Factors
|
See “Risk Factors” beginning on page S-5 of this prospectus supplement, as well as those risk factors contained in our Annual Report on Form 10-K for the year ended December 31, 2018, and other information included or
incorporated by reference in this prospectus supplement for a discussion of factors you should consider carefully before making a decision to invest in the notes.
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•
|
limiting our ability to satisfy our obligations with respect to the notes;
|
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•
|
increasing our vulnerability to general adverse economic and industry conditions;
|
||
•
|
limiting our ability to obtain additional financing to fund future working capital, capital expenditures and other general corporate requirements;
|
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•
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requiring a substantial portion of our cash flow from operations for the payment of principal of, and interest on, our indebtedness and thereby reducing our ability to use our cash flow to fund working capital, capital expenditures and
general corporate requirements;
|
||
•
|
losing assets foreclosed upon by secured lenders;
|
||
•
|
limiting our flexibility in planning for, or reacting to, changes in our business and industry; and
|
||
•
|
putting us at a disadvantage compared to competitors with less indebtedness.
|
•
|
we will have additional cash requirements in order to support the payment of interest on our outstanding indebtedness;
|
||
•
|
increases in our outstanding indebtedness and leverage will increase our vulnerability to adverse changes in general economic and industry conditions, as well as to competitive pressure;
|
||
•
|
depending on the levels of our outstanding indebtedness, our ability to obtain additional financing for working capital, capital expenditures, general corporate and other purposes may be limited; and
|
||
•
|
may adversely affect the value or liquidity of the notes in the market.
|
•
|
prevailing interest rates and expectations about future interest rates;
|
||
•
|
actual or anticipated changes in our financial condition, liquidity or results of operations;
|
||
•
|
our other existing and future liabilities, including indebtedness and other obligations;
|
||
•
|
actual or anticipated changes in our credit ratings or outlook;
|
||
•
|
general economic conditions and expectations regarding the effects of national policies;
|
||
•
|
views of securities issued by both holding companies and similar financial service firms;
|
||
•
|
the market for similar securities; and
|
||
•
|
other factors beyond our control, including economic, financial, geopolitical, regulatory or judicial events that affect us or the financial markets generally (including the occurrence of market disruption events).
|
As of June 30, 2019
|
||||||||
Actual
|
As Adjusted
|
|||||||
(unaudited)
|
||||||||
(dollars in thousands)
|
||||||||
Cash and cash equivalents
|
$
|
95,795
|
$ | 120,195 | ||||
Debt:
|
||||||||
3.95% Senior Notes due 2022(1)
|
99,055
|
99,055
|
||||||
4.50% Senior Notes due 2024
|
–
|
24,400 | ||||||
Fixed-to-Floating Subordinated Notes due 2029(2)
|
109,026
|
109,026
|
||||||
Federal funds purchased
|
406,000
|
406,000
|
||||||
Federal Home Loan Bank advances
|
1,262,100
|
1,262,100
|
||||||
Total debt
|
$
|
1,876,181
|
$ | 1,900,581 | ||||
Shareholders’ equity:
|
||||||||
Preferred stock, par value $1.00 per share; liquidation preference $25.00 per
share; 100,000,000 shares authorized, 9,000,000 shares issued and outstanding
|
217,471
|
217,471
|
||||||
Common stock, par value $1.00 per share; 200,000,000 shares authorized;
32,482,642 shares issued and 31,202,023 shares outstanding
|
32,483
|
32,483
|
||||||
Additional paid-in capital
|
439,067
|
439,067
|
||||||
Retained earnings
|
334,157
|
334,157
|
||||||
Accumulated other comprehensive loss, net
|
(9,993
|
)
|
(9,993
|
)
|
||||
Treasury stock, at cost; 1,280,619 shares as of June 30, 2019
|
(21,780
|
)
|
(21,780
|
)
|
||||
Total shareholders’ equity
|
$
|
991,405
|
$
|
991,405
|
||||
Total regulatory capital (Tier 1 and Tier 2)
|
$
|
1,123,602
|
$
|
1,123,602
|
||||
Regulatory capital ratios:
|
||||||||
Tier 1 common equity
|
8.041
|
%
|
8.041
|
%
|
||||
Tier 1 capital ratio
|
10.317
|
%
|
10.317
|
%
|
||||
Total risk-based capital ratio
|
11.759
|
%
|
11.759
|
%
|
||||
Tier 1 leverage ratio
|
9.511
|
%
|
9.511
|
%
|
•
|
our default in the payment of any interest on the notes when due, and continuance of such default for a period of 30 days;
|
||
•
|
our default in the payment of any principal on the notes when due and payable either at maturity, upon any redemption, upon acceleration of maturity or otherwise;
|
||
•
|
our failure to perform any other covenant or agreement contained in the notes or in the Indenture and the continuance of such failure for a period of 90 days after notice specifying such failure and demanding that we remedy the same is
given to us by the Trustee, or to us and the Trustee by the holders of at least 25% in aggregate principal amount of the then outstanding notes;
|
||
•
|
a court having jurisdiction enters a decree or order for relief in respect of us or a material subsidiary in an involuntary case or proceeding under any applicable bankruptcy, insolvency, reorganization or other similar law, or a decree or
order adjudging us or a material subsidiary bankrupt or insolvent, or approving as properly filed a petition seeking reorganization, arrangement, adjustment, or composition of or in respect of us or a material subsidiary under any applicable
federal or state law, or appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator or other similar official of us or a material subsidiary or for any substantial part of our or such material subsidiary’s property, or
ordering the winding-up or liquidation of our or such material subsidiary’s affairs, shall have been entered, and such decree or order remains unstayed and in effect for a period of 60 consecutive days;
|
||
•
|
we or a material subsidiary commences a voluntary case or proceeding under any applicable federal or state bankruptcy, insolvency, reorganization or other similar law now or hereinafter in effect or any other case or proceeding to be
adjudicated bankrupt or insolvent, or consent to the entry of a decree or order for relief in respect of us or a material subsidiary in an involuntary case or proceeding under any such law, or to the commencement of any bankruptcy or
insolvency case or proceeding against us or a material subsidiary, or the filing by us or a material subsidiary of a petition or answer to consent seeking reorganization or relief under any such applicable federal or state law, or the consent
by us or a material subsidiary to the filing of such petition or to the appointment of or taking possession by a custodian, receiver, liquidator, assignee, trustee, sequestrator or other similar official of us or a material subsidiary or of
any substantial part of our or its property, or the making by us or a material subsidiary of an assignment for the benefit of creditors, or the taking of action by us or a material subsidiary in furtherance of any such action; or
|
•
|
our or a material subsidiary defaults under any bond, debenture, note or other evidence of indebtedness for money borrowed by us or a material subsidiary having an aggregate principal amount outstanding of at least $25,000,000, or under
any mortgage, indenture or instrument (including the Indenture) under which there may be issued or by which there may be secured or evidenced any indebtedness for money borrowed by us or a material subsidiary having an aggregate principal
amount outstanding of at least $25,000,000, whether such indebtedness now exists or is created in the future, which default (i) constitutes a failure to pay any portion of the principal of such indebtedness when due and payable after the
expiration of any applicable grace period or (ii) results in such indebtedness becoming due or being declared due and payable prior to the date on which it otherwise would have become due and payable without, in the case of clause (i), such
indebtedness having been discharged or, in the case of clause (ii), without such indebtedness having been discharged or such acceleration having been rescinded or annulled.
|
•
|
such holder has previously given the Trustee written notice of a continuing event of default with respect to the notes;
|
||
•
|
the holders of at least 25% in aggregate principal amount of the then outstanding notes have made a written request to the Trustee to pursue the remedy with respect to such default in its own name as Trustee under the Indenture;
|
||
•
|
such holders offer and provide to the Trustee security or indemnity acceptable to the Trustee against any costs, expenses and liabilities to be incurred in compliance with such request;
|
||
•
|
the Trustee has not complied with such request within 60 days after receipt of the request and the offer and the provision of security or indemnity acceptable to the Trustee; and
|
||
•
|
the holders of a majority in aggregate principal amount of the then outstanding notes do not give the Trustee a direction inconsistent with the request within such 60-day period.
|
•
|
we are the continuing corporation, or the successor corporation or the person that acquires all or substantially all of our assets is a corporation organized and existing under the laws of the United States or a state thereof or the
District of Columbia and expressly assumes all our obligations under the notes and the Indenture;
|
||
•
|
immediately after giving effect to such merger, consolidation, sale, lease or conveyance there is no default (as defined above) or event of default under the Indenture; and
|
||
•
|
we shall have delivered to the Trustee an officers’ certificate and an opinion of counsel, each stating, among other things, that such transaction complies with the terms of the Indenture and that all conditions precedent provided for in
the Indenture relating to such transaction have been complied with.
|
•
|
prohibits us from, directly or indirectly, selling, assigning, pledging, transferring or otherwise disposing of shares of voting stock, or securities convertible into voting stock, or options, warrants or rights to subscribe for or
purchase voting stock of a material subsidiary, and prohibits us from permitting a material subsidiary to do any of the foregoing; and
|
||
•
|
prohibits us from permitting a material subsidiary to issue any shares of its voting stock or securities convertible into its voting stock or options, warrants or rights to subscribe for or purchase its voting stock;
|
•
|
merge or consolidate with or into any corporation or other person, unless we are the surviving corporation or person, or unless, upon consummation of the merger or consolidation, we will own, directly or indirectly, at least 80% of the
issued and outstanding voting stock of that person; or
|
||
•
|
lease, sell, assign or transfer all or substantially all of its properties and assets to any person (other than us), in a single transaction or a series of related transactions, unless, upon such sale, assignment or transfer, we will own,
directly or indirectly, at least 80% of the issued and outstanding voting stock of that person.
|
•
|
pledge, encumbrance or lien upon any such shares of voting stock to secure our indebtedness or the indebtedness of a subsidiary as part of the purchase price of such shares of voting stock, or incurred prior to, at the time of or within
120 days after acquisition thereof for the purpose of financing all or any part of the purchase price thereof;
|
||
•
|
lien for taxes, assessments or other government charges or levies (i) which are not yet due or payable without penalty, (ii) which we are contesting in good faith by appropriate proceedings so long as we have set aside on our books such
reserves as shall be required in respect thereof in conformity with generally accepted accounting principles or (iii) which secure obligations of less than $1 million;
|
||
•
|
lien of any judgment, if that judgment (i) is discharged, or stayed on appeal or otherwise, within 60 days, (ii) is currently being contested in good faith by appropriate proceedings so long as we have set aside on our books such reserves
as shall be required in respect thereof in conformity with generally accepted accounting principles or (iii) involves claims of less than $1 million; or
|
||
•
|
any pledge or lien on the voting stock of a material subsidiary to secure a loan or other extension of credit by any of our subsidiaries subject to Section 23A of the Federal Reserve Act.
|
•
|
reduce the principal amount of the outstanding notes the consent of whose holders is required for any amendment, supplement or waiver;
|
||
•
|
reduce the rate of or extend the time for payment of interest on any note;
|
||
•
|
reduce the principal of or change the maturity date of any note;
|
||
•
|
reduce the amount of the principal which would be due and payable upon an acceleration of the stated maturity thereof;
|
||
•
|
waive a default or event of default in the payment of the principal or interest on any note (except a rescission of acceleration of the notes by the holders of at least a majority in principal amount of the outstanding notes and a waiver
of the payment default that resulted from such acceleration);
|
||
•
|
make any note payable in money other than those stated in the notes;
|
||
•
|
waive a redemption payment with respect to the notes;
|
||
•
|
impair the right of any holder to institute suit for the enforcement of any payment with respect to the notes; or
|
||
•
|
make any changes to the sections of the Indenture regarding waiver of past defaults, the unconditional rights of holders to receive payment or the prohibition on amendments reducing the principal amount of or interest on, or extending the
time for payment on, any note without the consent of each affected holder.
|
•
|
to cure any ambiguity, defect or inconsistency;
|
||
•
|
to provide for the assumption of the Company’s obligations to holders of the notes by a successor to the Company pursuant to the Indenture;
|
||
•
|
to make any change that would provide any additional rights or benefits to the holders of the notes or that does not adversely affect the legal rights under the Indenture of any such holder;
|
||
•
|
to provide for the issuance of and establish the form and terms and conditions of notes of any series as permitted by the Indenture;
|
||
•
|
to comply with requirements of the SEC in order to effect or maintain the qualification of an indenture under the TIA;
|
||
•
|
to conform the text of the Indenture or the notes to any provision of the description thereof set forth in this prospectus supplement, the accompanying prospectus or term sheet;
|
||
•
|
to add any guarantor or to provide any collateral to secure any notes;
|
||
•
|
to add additional obligors under the Indenture and the notes; or
|
||
•
|
to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the debt securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to
provide for or facilitate the administration of the trusts hereunder by more than one Trustee.
|
•
|
by the holders of a majority in aggregate principal amount of the then outstanding notes by notification in writing to us and the Trustee; or
|
||
•
|
by us if (i) the Trustee fails to comply with the eligibility requirements described above; (ii) the Trustee is adjudged a bankrupt or an insolvent or an order for relief is entered with respect to the Trustee under any bankruptcy law;
(iii) a custodian or public officer takes charge of the Trustee or its property; or (iv) the Trustee otherwise becomes incapable of acting.
|
•
|
upon deposit of the global notes, DTC will credit the accounts of participants designated by the underwriters with portions of the principal amount of the global notes; and
|
||
•
|
ownership of interests in the global notes will be shown on, and the transfer of ownership of the global notes will be effected only through, records maintained by DTC (with respect to participants) or by participants and indirect
participants (with respect to other owners of beneficial interests in the global notes).
|
•
|
any aspect of DTC’s records or any participant’s or indirect participant’s records relating to, or payments made on account of, beneficial ownership interests in the global notes, or for maintaining, supervising or reviewing any of DTC’s
records or any participant’s or indirect participant’s records relating to the beneficial ownership interests in the global notes; or
|
||
•
|
any other matter relating to the actions and practices of DTC or any of its participants or indirect participants.
|
•
|
DTC notifies us that it is unwilling or unable to continue as depositary for the global notes and we fail to appoint a successor depositary within 90 days of receipt of DTC’s notice, or DTC has ceased to be a clearing agency registered
under the Exchange Act and we fail to appoint a successor depositary within 90 days of becoming aware of this condition; or
|
||
•
|
at our request, DTC notifies holders of the notes that they may utilize DTC’s procedures to cause the notes to be issued in certificated form, and such holders request such issuance.
|
•
|
an individual who is a citizen or resident of the United States;
|
||
•
|
a corporation (or other entity classified as a corporation for federal income tax purposes) created or organized in or under the laws of the United States, any state thereof or the District of Columbia;
|
||
•
|
an estate the income of which is subject to U.S. federal income taxation regardless of its source; or
|
||
•
|
a trust if (a) a court within the United States is able to exercise primary supervision over the administration of the trust and one or more “United States persons” (as defined in the Code) have authority to control all substantial
decisions of the trust, or (b) the trust has a valid election in effect to be treated as a U.S. person for federal income tax purposes.
|
•
|
you do not actually or constructively own 10% or more of the total combined voting power of all classes of our voting stock within the meaning of the Code and the Treasury regulations;
|
||
•
|
you are not a “controlled foreign corporation” that is related directly or constructively to us through stock ownership;
|
||
•
|
you are not a bank whose receipt of interest on the notes is described in Section 881(c)(3)(A) of the Code (generally in connection with an extension of credit pursuant to a loan agreement entered into in the ordinary course of the bank’s
trade or business).
|
Underwriters
|
Principal
Amount of
Notes
|
|||
Deutsche Bank Securities Inc.
|
$
|
18,750,000 | ||
B. Riley FBR, Inc.
|
$
|
6,250,000 | ||
Total
|
$
|
25,000,000 | ||
Per Note
|
1.00
|
%
|
||
Total
|
$
|
250,000 |
•
|
Our Annual Report on Form 10-K for the year ended December 31, 2018, filed with the SEC on March 1, 2019 (including the
information specifically incorporated by reference therein from our Definitive Proxy Statement on Schedule 14A, filed with the SEC on
April 17, 2019);
|
||
•
|
Our Amended Annual Report on Form 10-K/A for the year ended December 31, 2018, filed with the SEC on April 24, 2019;
|
||
•
|
Our Quarterly Report on Form 10-Q for the quarter ended March 31, 2019, filed with the SEC on May 9, 2019;
|
||
•
|
Our Quarterly Report on Form 10-Q for the quarter ended June 30, 2019, filed with the SEC on August 8, 2019; and
|
||
•
|
Our Current Reports on Form 8-K filed with the SEC on March 7, 2019, June 3, 2019, June 19,
2019 and July 1, 2019.
|
PAGE
|
||
ABOUT THIS PROSPECTUS
|
ii | |
SUMMARY
|
1 | |
RISK FACTORS
|
2 | |
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
|
2 | |
USE OF PROCEEDS
|
5 | |
RATIO OF EARNINGS TO FIXED CHARGES AND PREFERRED STOCK DIVIDENDS
|
5 | |
DESCRIPTION OF THE SECURITIES
|
6 | |
DESCRIPTION OF DEBT SECURITIES
|
6 | |
DESCRIPTION OF COMMON STOCK
|
13 | |
DESCRIPTION OF PREFERRED STOCK
|
18 | |
DESCRIPTION OF DEPOSITARY SHARES
|
21 | |
DESCRIPTION OF PURCHASE CONTRACTS
|
24 | |
DESCRIPTION OF WARRANTS
|
24 | |
DESCRIPTION OF UNITS
|
26 | |
PLAN OF DISTRIBUTION
|
27 | |
LEGAL MATTERS
|
29 | |
EXPERTS
|
29 | |
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
|
29 | |
WHERE YOU CAN FIND MORE INFORMATION
|
30 |
•
|
changes in external competitive market factors that might impact our results of operations;
|
||
•
|
changes in laws and regulations, including without limitation changes in capital requirements under Basel III;
|
||
•
|
changes in our business strategy or an inability to execute our strategy due to the occurrence of unanticipated events;
|
||
•
|
our ability to identify potential candidates for, and consummate, acquisition or investment transactions;
|
||
•
|
the timing of acquisition, investment or disposition transactions;
|
||
•
|
constraints on our ability to consummate an attractive acquisition or investment transaction because of significant competition for these opportunities;
|
||
•
|
our failure to complete any or all of the transactions we have publicly announced on the terms contemplated;
|
||
•
|
local, regional and national economic conditions and events and the impact they may have on us and our customers;
|
||
•
|
costs and effects of regulatory and legal developments, including the results of regulatory examinations and the outcome of regulatory or other governmental inquiries and proceedings, such as fines or
restrictions on our business activities;
|
•
|
our ability to attract deposits and other sources of liquidity;
|
|||
•
|
changes in the financial performance and/or condition of our borrowers;
|
|||
•
|
changes in the level of non-performing and classified assets and charge-offs;
|
|||
•
|
changes in estimates of future loan loss reserve requirements based upon the periodic review thereof under relevant regulatory and accounting requirements;
|
|||
•
|
inflation, interest rate, securities market and monetary fluctuations;
|
|||
•
|
timely development and acceptance of new banking products and services and perceived overall value of these products and services by users, including the products and services being developed and introduced
to the market by the BankMobile division of Customers Bank;
|
|||
•
|
changes in consumer spending, borrowing and saving habits;
|
|||
•
|
technological changes;
|
|||
•
|
our ability to increase market share and control expenses;
|
|||
•
|
continued volatility in the credit and equity markets and its effect on the general economy;
|
|||
•
|
effects of changes in accounting policies and practices, as may be adopted by the regulatory agencies, as well as the Public Company Accounting Oversight Board, the Financial Accounting Standards Board and
other accounting standard setters;
|
|||
•
|
the businesses of Customers Bank and any acquisition targets or merger partners and subsidiaries not integrating successfully or such integration being more difficult, time-consuming or costly than expected;
|
|||
•
|
material differences in the actual financial results of merger and acquisition activities compared with expectations, such as with respect to the full realization of anticipated cost savings and revenue
enhancements within an expected time frame;
|
|||
•
|
our ability to successfully implement our growth strategy, control expenses and maintain liquidity;
|
|||
•
|
Customers Bank's ability to pay dividends to Customers Bancorp.
|
|||
•
|
risks related to our planned divestiture of BankMobile, including:
|
|||
•
|
our ability to successfully complete a divestiture of BankMobile and the timing of completion;
|
|||
•
|
the ability of Customers and the acquirer of BankMobile to meet all of the conditions to completion of a proposed divestiture;
|
|||
•
|
the impact of the announcement of our plan to divest BankMobile generally and/or the announcement of a particular proposed transaction for the divestiture of BankMobile on the value of our securities, our
business and our relationships with employees and customers;
|
|||
•
|
our use of the proceeds, if any, from a divestiture;
|
|||
•
|
the effect on Customers' business if our planned divestiture of BankMobile is not completed and we are unable to sell or otherwise divest BankMobile before exceeding $10 billion in assets;
|
|||
•
|
risks relating to BankMobile, including:
|
|||
•
|
that integration of the Higher One Disbursement business with BankMobile may be less successful, more difficult, time-consuming or costly than expected, and that BankMobile may be unable to realize
anticipated cost savings and revenue enhancements within the expected time frame or at all;
|
|||
•
|
the number of existing student customers who transfer their accounts to BankMobile from one of Higher One's former bank partners;
|
|||
•
|
material variances in the adoption rate of BankMobile's services by new students and/or the usage rate of BankMobile's services by current student customers compared to our expectations;
|
|||
•
|
material variances in the number of BankMobile student accounts retained following graduation compared to our expectations;
|
|||
•
|
the levels of usage of other BankMobile student customers following graduation of additional product and service offerings of BankMobile or Customers Bank, including mortgages and consumer loans, and the mix
of products and services used;
|
|||
•
|
our ability to implement changes to BankMobile's product and service offerings under current and future regulations and governmental policies;
|
|||
•
|
our ability to effectively manage revenue and expense fluctuations that may occur with respect to BankMobile's student-oriented business activities, which result from seasonal factors related to the
higher-education academic year;
|
|||
•
|
our ability to implement our strategy regarding BankMobile, including with respect to planned divestiture of the BankMobile business in the future, depending upon market conditions and opportunities; and
|
•
|
BankMobile's ability to successfully implement its growth strategy and control expenses.
|
Three Months
Ended
March 31,
|
Year Ended December 31,
|
|||||||||||
2017
|
2016
|
2015
|
2014
|
2013
|
2012
|
|||||||
Ratio of Earnings to Fixed Charges:
|
||||||||||||
Excluding interest on deposits
|
6.45x
|
6.62x
|
5.89x
|
5.66x
|
16.44x
|
53.69x
|
||||||
Including interest on deposits
|
2.68x
|
2.90x
|
2.79x
|
2.70x
|
3.08x
|
2.66x
|
Three Months
Ended
March 31,
|
Year Ended December 31,
|
|||||||||||
2017
|
2016
|
2015
|
2014
|
2013
|
2012
|
|||||||
Ratio of Earnings to Combined
Fixed Charges and Preferred Stock
Dividends
|
||||||||||||
Excluding interest on deposits
|
4.11x
|
4.78x
|
5.22x
|
5.66x
|
16.44x
|
53.69x
|
||||||
Including interest on deposits
|
2.28x
|
2.57x
|
2.66x
|
2.70x
|
3.08x
|
2.66x
|
•
|
the title and type of the debt securities;
|
||
•
|
any limit on the aggregate principal amount;
|
||
•
|
the principal payment dates;
|
||
•
|
the interest rates, if any, which rate may be zero if the debt securities are issued at a discount from the principal amount payable at maturity, or the method by which the interest rates will be determined,
including, if applicable, any remarketing option or similar method;
|
||
•
|
the date or dates from which interest, if any, will accrue or the method by which the date or dates will be determined;
|
||
•
|
the interest payment dates and regular record dates;
|
||
•
|
the place or places where the principal of, any premium or interest on any debt securities will be payable, where any of debt securities may be surrendered for registration of transfer or exchange, and where
any debt securities may be surrendered for conversion or exchange;
|
||
•
|
whether any of the debt securities are to be redeemable at our option and, if so, the date or dates on which, the period or periods within which, the price or prices at which and the other terms and
conditions upon which they may be redeemed, in whole or in part;
|
||
•
|
whether we will be obligated to redeem or purchase any of the debt securities pursuant to any sinking fund or analogous provision or at the holder's option, and, if so, the dates or prices and the other
terms on which the debt securities must be redeemed or purchased pursuant to this obligation and any provisions for the remarketing of the debt securities so redeemed or purchased;
|
||
•
|
whether the debt securities will be convertible into our common or preferred stock and/or exchangeable for other securities or ours and, if so, the terms and conditions upon which the debt securities will be
convertible or exchangeable;
|
||
•
|
if other than United States dollars, the currency of payment in which the principal of, any premium or interest on the debt securities will be paid;
|
||
•
|
if other than the principal amount, the portion of the principal amount, or the method by which the portion will be determined, of the debt securities that will be payable upon declaration of acceleration of
the maturity of the debt securities;
|
||
•
|
whether the principal of, any premium or interest on the debt securities will be payable, at our or the holder's election, in a currency other than that in which the debt securities are stated to be payable,
and the dates and the other terms upon which this election may be made;
|
||
•
|
any index, formula or other method used to determine the amount of principal of, any premium or interest on the debt securities;
|
||
•
|
|
whether the debt securities are to be issued in the form of one or more global securities and, if so, the identity of the depositary for the global security or securities;
|
|
•
|
|
whether the debt securities are senior or subordinated and, if subordinated, the applicable subordination provisions;
|
•
|
|
in the case of subordinated debt securities, the relative degree, if any, to which the subordinated debt securities will be senior to or be subordinated to other series of subordinated debt securities or
other indebtedness of ours in right of payment, whether the other series of subordinated debt securities or other indebtedness is outstanding or not;
|
|
•
|
|
whether the debt securities will be guaranteed as to payment or performance;
|
|
•
|
|
any deletions from, modifications of or additions to the events of default or covenants of Customers Bancorp, and any change in the right of the trustee or the holders to declare the principal, premium and
interest with respect to the debt securities due and payable;
|
|
•
|
|
whether the provisions described below under "—Discharge, Defeasance and Covenant Defeasance" will be applicable to the debt securities;
|
|
•
|
|
whether any of the debt securities are to be issued upon the exercise of warrants and the time, manner and place for the debt securities to be authenticated and delivered; and
|
|
•
|
|
any other terms of the debt securities and any other deletions from or modifications or additions to the applicable indenture.
|
•
|
all obligations of ours for the repayment of borrowed or purchased money;
|
||
•
|
all obligations of ours for the deferred purchase price of property;
|
||
•
|
all of our capital lease obligations; and
|
||
•
|
all obligations of the type referred to in the immediately above of other persons that we have guaranteed or that is otherwise our legal liability.
|
•
|
securities contracts and foreign currency exchange contracts;
|
||
•
|
derivative instruments, including swap agreements, cap agreements, floor agreements, collar agreements, interest rate agreements, foreign exchange agreements, options, commodity futures contracts and
commodity option contracts; and
|
||
•
|
similar financial instruments.
|
•
|
default for 30 days in the payment of interest on any debt securities of that series;
|
||
•
|
default in payment of principal or other amounts payable on any debt securities of that series when due, at maturity, upon redemption, by declaration of acceleration, or otherwise;
|
||
•
|
default in the deposit of any sinking fund payment, when due by the terms of a series of debt securities;
|
||
•
|
failure by us for 60 days after notice to perform any other covenants or warranties contained in the Indenture applicable to that series;
|
||
•
|
certain events of bankruptcy or reorganization of Customers Bancorp; and
|
||
•
|
any other event of default provided in the applicable supplemental indentures or form of security.
|
•
|
we have paid the principal, interest or other amounts payable under the debt securities of such series;
|
||
•
|
we have delivered to the trustee for cancellation all debt securities of such series; or
|
||
•
|
the debt securities of such series not delivered to the trustee for cancellation have become due and payable, or will become due and payable within one year, or are to be called for redemption within one
year under arrangements satisfactory to the trustee, and we have irrevocably deposited with the trustee as trust funds the entire amount in cash or U.S. government obligations sufficient to pay all amounts due with respect to such debt
securities on or after the date of such deposit, including at maturity or upon redemption of all such debt securities, including principal, interest and other amounts.
|
•
|
we irrevocably deposit with the trustee cash or U.S. government obligations, as trust funds in an amount certified to be sufficient to pay on each date that they become due and payable, the principal of,
interest on, other amounts due under, and any mandatory sinking fund payments for, all outstanding debt securities of the series being defeased;
|
|||
•
|
no event of default with respect to such series of debt securities has occurred and is continuing and, with respect to subordinated debt securities, no event of default with respect to Senior Indebtedness
has occurred and is continuing and which permits acceleration; and
|
|||
•
|
we deliver to the trustee an opinion of counsel to the effect that:
|
|||
•
|
the beneficial owners of the series of debt securities being defeased will not recognize income, gain or loss for United States federal income tax purposes as a result of the defeasance or covenant
defeasance; and
|
|||
•
|
the defeasance or covenant defeasance will not otherwise alter those beneficial owners' United States federal income tax treatment of principal or interest payments or other amounts due under the series of
debt securities being defeased; and
|
|||
•
|
in the case of a defeasance, this opinion must be based on a ruling of the Internal Revenue Service or a change in United States federal income tax law occurring after the date of this prospectus, since that
result would not occur under current tax law.
|
•
|
change the stated maturity date of the principal of, or of any installment of principal of or interest on, any debt security;
|
||
•
|
reduce the principal amount of, interest on, or any other amounts due under any debt security;
|
||
•
|
reduce the amount of, or postpone the date fixed for, the payment of any sinking fund payment;
|
||
•
|
change the currency or currency unit of payment of any debt security;
|
||
•
|
reduce the portion of the principal amount of an original issue discount security payable upon acceleration of the maturity thereof;
|
||
•
|
reduce any amount payable upon redemption of any debt security;
|
•
|
impair the right of a holder to institute suit for the payment of or, if the debt securities provide, any right of repayment at the option of the holder of a debt security;
|
||
•
|
reduce the percentage of debt securities of any series, the consent of the holders of which is required for any waiver or modification; or
|
||
•
|
with respect to the subordinated indenture only, modify the provisions with respect to the subordination of the subordinated debt securities in a manner adverse to the holders.
|
•
|
we are the continuing corporation or the successor corporation is a corporation that expressly assumes the payment of the principal of, any interest on, or any other amounts due under the debt securities and
the performance and observance of all the covenants and conditions of the Indenture binding upon us; and
|
||
•
|
we or the successor corporation shall not, immediately after the merger or consolidation, sale or conveyance, be in default in the performance of any covenant or condition.
|
•
|
100,000,000 shares of voting common Stock, par value $1.00 per share;
|
||
•
|
100,000,000 shares of Class B non-voting common stock, par value $1.00 per share; and
|
||
•
|
100,000,000 shares of preferred stock.
|
•
|
Empower our board of directors, without shareholder approval, to issue preferred stock, the terms of which, including voting power, are set by our board of directors;
|
||
•
|
Divide our board of directors into three classes serving staggered three-year terms;
|
||
•
|
Restrict the ability of shareholders to remove directors;
|
•
|
Require that shares with at least 80% of total voting power approve mergers and other similar transactions with a person or entity holding stock with more than 5% of our voting power, if a reorganization is
not approved, in advance, by two-thirds of the members of our board of directors;
|
||
•
|
Prohibit action by the shareholders without a shareholder meeting;
|
||
•
|
Require that shares representing at least 80% of total voting power approve the repeal or amendment of certain provisions of our articles of incorporation;
|
||
•
|
Require any person who acquires our stock with voting power of 25% or more to offer to purchase for cash all remaining shares of our voting stock at the highest price paid by such person for shares of our
voting stock during the preceding year;
|
||
•
|
Eliminate cumulative voting in elections of directors;
|
||
•
|
Require that shares representing at least two-thirds of the total voting power approve any amendment to or repeal of our bylaws;
|
||
•
|
Require that our board of directors give due consideration to the effect of a proposed transaction on the depositors, employees, suppliers, customers and other of our and our subsidiaries' constituents and
on the communities in which we and they operate or are located, and to the business reputation of the other party and our value in a freely negotiated sale and of our future prospects as an independent entity;
|
||
•
|
Require advance notice of nominations for the election of directors and the presentation of shareholder proposals at meetings of shareholders; and
|
||
•
|
Provide that officers, directors, employees, agents and persons who own 5% or more of the voting securities of any other corporation or other entity that owns 66 2/3% or more of our outstanding voting stock
cannot constitute a majority of the members of our board of directors.
|
•
|
Expand the factors and groups (including shareholders) a board of directors can consider in determining whether a certain action is in the best interests of the corporation;
|
||
•
|
Provide that a board of directors need not consider the interests of any particular group as dominant or controlling;
|
||
•
|
Provide that directors, in order to satisfy the presumption that they have acted in the best interests of the corporation, need not satisfy any greater obligation or higher burden of proof for actions
relating to an acquisition or potential acquisition of control;
|
||
•
|
Provide that actions relating to acquisitions of control that are approved by a majority of "disinterested directors" are presumed to satisfy the directors' standard of care, unless it is proven by clear and
convincing evidence that the directors did not assent to such action in good faith after reasonable investigation; and
|
||
•
|
Provide that the fiduciary duties of directors are solely to the corporation and may be enforced by the corporation or by a shareholder in a derivative action, but not by a shareholder directly.
|
•
|
Redeem any rights under, or to modify or render inapplicable, any shareholder rights plan;
|
||
•
|
Render inapplicable, or make determinations under, provisions of the Pennsylvania Business Corporation Law, relating to control transactions, business combinations, control-share acquisitions or disgorgement
by certain controlling shareholders following attempts to acquire control; or
|
||
•
|
Take action as the board of directors, a committee of the board or an individual director solely because of the effect such action might have on an acquisition or potential or proposed acquisition of control
of us or the consideration that might be offered or paid to shareholders in such an acquisition.
|
•
|
the voting powers, if any, of the holders of stock of such series in addition to any voting rights affirmatively required by law;
|
•
|
the rights of shareholders in respect of dividends, including, without limitation, the rate or rates per annum and the time or times at which (or the formula or other method pursuant to which such rate or
rates and such time or times may be determined) and conditions upon which the holders of stock of such series will be entitled to receive dividends and other distributions, and whether any such dividends will be cumulative or
noncumulative and, if cumulative, the terms upon which such dividends will be cumulative;
|
||
•
|
whether the stock of each such series shall be redeemable by us at our option or the holder of the stock, and, if redeemable, the terms and conditions upon which the stock of such series may be redeemed;
|
||
•
|
the amount payable and the rights or preferences to which the holders of the stock of such series will be entitled upon any voluntary or involuntary liquidation, dissolution or winding-up;
|
||
•
|
the terms, if any, upon which shares of stock of such series will be convertible into, or exchangeable for, shares of stock of any other class or classes or of any other series of the same or any other class
or classes, including the price or prices or the rate or rates of conversion or exchange and the terms of adjustment, if any; and
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any other designations, preferences, and relative, participating, optional or other special rights, and qualifications, limitations or restrictions thereof, so far as they are not inconsistent with the
provisions of our articles of incorporation and to the full extent now or hereafter permitted under Pennsylvania law.
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the title, stated value and liquidation preferences of the preferred stock and the number of shares we are offering;
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the initial public offering price at which the shares of our preferred stock will be issued;
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the dividend rate(s) (or method of calculation), the dividend periods, the dates on which dividends shall be payable and whether these dividends will be cumulative or noncumulative and, if cumulative, the
dates at which the dividends shall begin to cumulate;
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the redemption or sinking fund provisions, if any; and
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any additional dividend, liquidation, redemption, sinking fund and other rights, preferences, privileges, limitations and restrictions.
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as otherwise stated in the applicable prospectus supplement;
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as otherwise stated in the statement with respect to shares establishing such series; or
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as required by applicable law.
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liquidation distributions in the amount stated in the applicable prospectus supplement and related statement with respect to shares; and
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all accrued and unpaid dividends (whether or not earned or declared), before any distribution to holders of common stock or of any securities ranking junior to the series of preferred stock.
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all outstanding depositary shares have been redeemed;
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each share of preferred stock has been converted into or exchanged for common stock; or
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a final distribution in respect of the preferred stock has been made to the holders of depositary shares in connection with any liquidation, dissolution or winding up of Customers.
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whether the purchase contracts obligate the holder to purchase or sell, or both, our debt securities, common stock, preferred stock or depositary shares, as applicable, and the nature and amount of each of
those securities, or method of determining those amounts;
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whether the purchase contracts are to be prepaid or not;
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whether the purchase contracts are to be settled by delivery, or by reference or linkage to the value, performance or level of our common stock or preferred stock;
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any acceleration, cancellation, termination or other provisions relating to the settlement of the purchase contracts;
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United States federal income tax considerations relevant to the purchase contracts; and
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whether the purchase contracts will be issued in fully registered global form.
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the title of the warrants;
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the offering price for the warrants, if any;
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the aggregate number of warrants offered and the aggregate number of warrants outstanding as of the most practicable date;
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the designation and terms of the common stock, preferred stock or debt securities, if any, purchasable upon exercise of the warrants;
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the designation and terms of the common stock, preferred stock or debt securities, if any, with which the warrants are issued and the number of warrants issued with each of these securities;
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the date after which the warrants and any common stock, preferred stock or debt securities, if any, issued with the warrants will be separately transferable;
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the principal amount of debt securities purchasable upon exercise of a warrant and the purchase price;
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the dates on which the right to exercise the warrants begins and expires;
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the minimum or maximum amount of the warrants that may be exercised at any one time;
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whether the warrants represented by warrant certificates or debt securities that may be issued upon exercise of the warrants will be issued in registered or bearer form, and information with respect to any
book-entry procedures;
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the currency, currencies or currency units in which the offering price, if any, and the exercise price are payable;
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a discussion of certain United States federal income tax considerations;
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any anti-dilution provisions of the warrants;
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any redemption or call provisions applicable to the warrants; and
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any additional terms of the warrants, including terms, procedures and limitations relating to the exchange and exercise of the warrants.
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the designation and terms of the units and of the securities comprising the units, including whether and under what circumstances those securities may be held or transferred separately;
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any provisions for the issuance, payment, settlement, transfer or exchange of the units or of the securities comprising the units;
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the terms of the unit agreement governing the units;
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United States federal income tax considerations relevant to the units; and
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whether the units will be issued in fully registered or global form.
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directly to one or more purchasers;
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to or through underwriters, whether individually or through an underwriting syndicate led by one or more managing underwriters;
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through brokers or dealers;
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through agents;
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through a block trade in which the broker or dealer engaged to handle the block trade will attempt to sell the securities as agent, but may position and resell a portion of the block as principal to
facilitate the transaction;
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in any combination of the above; or
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any other method permitted pursuant to applicable law.
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the name or names of any underwriters, dealers or agents, if any, and the amounts of securities underwritten or purchased by each of them;
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any over-allotment options under which underwriters, if any, may purchase additional securities from us;
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||
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any underwriting discounts or commissions or agency fees and other items constituting underwriters' or agents' compensation, if applicable;
|
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the net proceeds to us from the sale of the securities;
|
||
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the public offering price of the securities and the proceeds to us and any discounts, commissions or concessions allowed or reallowed or paid to dealers; and
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any securities exchanges or markets on which the securities will be listed.
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at a fixed price, or prices, which may be changed from time to time;
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at market prices prevailing at the time of sale;
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at prices related to such prevailing market prices; or
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at negotiated prices.
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Our Annual Report on Form 10-K for the year ended December 31, 2016, filed with the SEC on March 8,
2017 (including the information specifically incorporated by reference therein from our Definitive Proxy Statement on Schedule 14A, filed with the SEC on April 19, 2017);
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Our Quarterly Report on Form 10-Q for the quarter ended March 31, 2017, filed with the SEC on May
10, 2017;
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Our Amended Current Report on Form 8-K/A filed with the SEC on August 5, 2016;
|
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Our Current Reports on Form 8-K filed with the SEC on March 8, 2017 and May 31, 2017 (two
filings); and
|
||
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|
The description of our common stock contained in our registration statement on Form 8-A, filed with the SEC on May 15, 2013, including any amendment or report filed for the purpose of updating such description.
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Deutsche Bank Securities
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B. Riley FBR
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1 Year Customers Bancorp, Fixed-To-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series C Chart |
1 Month Customers Bancorp, Fixed-To-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series C Chart |
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