8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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):  March 10, 2015

Eagle Bancorp, Inc.

 (Exact name of registrant as specified in its charter)

Maryland	0-25923	52-2061461
(State or other jurisdiction	(Commission file number)	(IRS Employer
of incorporation)		Number)

7830 Old Georgetown Road, Third Floor, Bethesda, Maryland  20814

(Address of Principal Executive Offices) (Zip Code)

Registrant’s telephone number, including area code:  301.986.1800

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (See General Instruction A.2. below):

oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01Other Events

On March 10, 2015, Eagle Bancorp, Inc. (the “Company”) announced the completion of the Company’s previously announced underwritten public offering of 2,449,479 shares of its common stock, plus the issuance of an additional 367,421 shares pursuant to a full exercise by the underwriter of its option to purchase additional shares to cover over-allotments, at a public offering price of $35.50 per share. A copy of the Company’s press release is attached as Exhibit 99.1 and is incorporated herein by reference.

In connection with the exercise by the over-allotment option by the underwriter, BuckleySandler LLP provided the Company with the legal opinion attached hereto as Exhibit 5.1.

Item 9.01Financial Statements and Exhibits

(a)  Financial Statements of Business Acquired.  Not applicable.

(b)  Pro Forma Financial Information.  Not applicable.

(c)  Shell Company Transactions.  Not applicable.

(d)  Exhibits.

5.1Opinion of BuckleySandler LLP

99.1Press Release dated March 10, 2015

2

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.

	EAGLE BANCORP, INC.
	By:	/s/ Ronald D. Paul
		Ronald D. Paul, President, Chief Executive Officer
Dated: March 10, 2015

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EX-5.1

Exhibit 5.1

1250 24th Street NW, Suite 700 Washington, DC 20037 202.349.8000

March 10, 2015

Board of Directors

Eagle Bancorp, Inc.

7830 Old Georgetown Road, Third Floor

Bethesda, Maryland 20814

RE:Eagle Bancorp, Inc.

Common Stock, par value $0.01 per share

Gentlemen:

We have acted as counsel to Eagle Bancorp, Inc. (the “Company”) in connection with the offering of 367,421 shares of the Company’s common stock, $0.01 par value per share, subject to the underwriter’s over-allotment option (the “Shares”), to be offered and sold in accordance with the Underwriting Agreement, dated as of March 4, 2015, by and among the Company, EagleBank and Sandler O’Neill + Partners, L.P. (the “Agreement”), pursuant to a prospectus supplement dated March 4, 2015, including the accompanying prospectus dated March 2, 2015 (such documents, collectively, the “Prospectus”), that forms part of the Company’s effective registration statement on Form S-3 (File No. 333-202405) (the “Registration Statement”) filed by the Company with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”).

In rendering this opinion, we have limited our examination to the legal and factual matters as we have deemed advisable, including examination of the Registration Statement, the Prospectus, as filed with the Commission pursuant to Rule 424(b) promulgated under the Securities Act, and such other corporate documents, records, information and certificates of the Company, certificates of public officials or government authorities and other documents as we have deemed necessary or appropriate as a basis for the opinions hereinafter expressed.  As to certain facts material to our opinions, we have relied upon statements, certificates or representations of officers and other representatives of the Company. We have assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of all documents and records submitted to us as originals, the conformity to original documents and records of all documents and records submitted to us as copies, and the truthfulness of all statements of fact contained therein. We have assumed the due authorization of such documents by all parties other than the Company and any subsidiary of the Company which is wholly owned (directly or indirectly) by the Company, the taking of all requisite action respecting such documents, the due execution and delivery of such documents by each other party, the legal capacity of all natural persons, and that all agreements are the valid and binding agreements of all parties to such agreements other than the Company and such wholly owned subsidiaries.

Based upon such examinations, and subject to the limitations, qualifications and assumptions stated herein, we are of the opinion that the Shares, when issued, delivered, and paid for in the manner and in accordance with the terms set forth in the Registration Statement, the Prospectus and the Agreement, will be validly issued, fully paid, and non-assessable shares of the common stock of the Company.

The opinions expressed herein are rendered as of the date hereof, are limited to the laws of the State of Maryland, and we express no opinion on the laws of any other jurisdiction.

We hereby consent to the inclusion of this opinion as an exhibit to the Registration Statement on Form S-3, filed by the Company, and to the reference to our Firm contained in the Prospectus. In giving this consent, we do not thereby admit that we are within the category of persons whose consent is required by the Act or by the rules and regulations promulgated thereunder.

Sincerely,

/s/ BuckleySandler LLP

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EX-99.1

Exhibit 99.1

PRESS RELEASE	EAGLE BANCORP, INC.
FOR IMMEDIATE RELEASE	CONTACT:
	Michael T. Flynn
March 10, 2015	301.986.1800

EAGLE BANCORP ANNOUNCES COMPLETION OF SUCCESSFUL COMMON STOCK OFFERING

BETHESDA, MD. Eagle Bancorp, Inc. (the “Company” or “Eagle”) (NASDAQ: EGBN), the parent company of EagleBank, Bethesda, Maryland, today announced that it had completed its previously announced public offering of 2,449,479 shares of its common stock at $35.50 per share. The Company also announced that the underwriter had exercised its over-allotment option in full, resulting in the sale of an additional 367,421 shares of common stock. The offering resulted in gross proceeds of approximately $100.0 million and net proceeds of approximately $94.5 million, after underwriting discounts and estimated expenses of the offering.

Sandler O’Neill + Partners, L.P. served as the sole underwriter for the offering.

Ronald D. Paul, Chairman and Chief Executive Officer of the Company said “We are most pleased with the level of interest Eagle received from the investment community in connection with this offering. The strong demand reflects the support we have earned based on our consistent performance and growth. We appreciate the continued confidence displayed by our existing shareholders, as evidenced by their increased ownership of our stock, and we welcome many new investors to our Company.”

This announcement is for informational purposes only and is not an offer to sell or the solicitation of an offer to buy any securities of the Company, which is made only by means of a prospectus supplement and related base prospectus, nor will there be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.  The Company has filed a shelf registration statement (including a prospectus) (File No. 333-202405) and a prospectus supplement with the Securities and Exchange Commission (“SEC”) for the offering to which this communication relates.  Before you invest, you should read the base prospectus in the registration statement, the prospectus supplement relating to the offering and other documents the Company has filed with the SEC for more complete information about the Company and this offering. You may obtain copies of the prospectus supplement and accompanying base prospectus relating to the offering without charge by visiting the SEC’s website at www.sec.gov, or from Sandler O’Neill + Partners, L.P., 1251 Avenue of the Americas, 6th Floor, New York, New York 10020, Attn: Syndicate Operations, or by phone at 1-866-805-4128.

About Eagle Bancorp: The Company is the holding company for EagleBank which commenced operations in 1998. The Bank is headquartered in Bethesda, Maryland and operates through twenty-two full service branch offices, located in Montgomery County, Maryland, Washington, D.C. and Northern Virginia. The Company focuses on building relationships with businesses, professionals and individuals in its marketplace.

Forward-Looking Statements.  This press release contains forward-looking statements within the meaning of the Securities and Exchange Act of 1934, as amended, including statements of goals, intentions, and expectations as to future trends, plans, events or results of the Company’s operations and policies and regarding general economic conditions. These forward-looking statements are based on current expectations that involve risks, uncertainties and assumptions. Because of these uncertainties and the assumptions on which the forward-looking statements are based, actual future operations and results in the future may differ materially from those indicated herein. Readers are cautioned against placing undue reliance on any such forward-looking statements. Readers are cautioned against placing undue reliance on such forward-looking statements.  Past results are not necessarily indicative of future performance.  For details on factors that could affect these expectations, see the risk factors and other cautionary language included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2014, and other filings with the SEC. The Company specifically disclaims any obligation to update any factor or to publicly announce the result of revisions to any of the forward-looking statements included herein to reflect future events or developments.