8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 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 6, 2020

BAR HARBOR BANKSHARES

(Exact Name of Registrant as Specified in its Charter)

Maine	001-13349	01-0393663
(State or Other Jurisdiction) of Incorporation)	(Commission File No.)	(I.R.S. Employer Identification No.)

PO Box 400	04609-0400
82 Main Street	(Zip Code)
Bar Harbor, Maine
(Address of Principal Executive Offices)

 Registrant’s telephone number, including area code:(207) 288-3314

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

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

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

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

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

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

Securities registered pursuant to Section 12(b) of the Act

Title of each class	Trading Symbol	Name of each exchange on which registered
Common Stock, par value $2.00 per share	BHB	NYSE American

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 8.01 Other Events

On March 6, 2020 we announced that we had extended the expiration date for our offer to exchange any or all of our outstanding 4.625% Fixed-to-Floating Subordinated Notes due 2024 that weissued in an unregistered offering on November 26, 2019 for newly issued 4.625% Fixed-to-Floating Subordinated Notes that have been registered under the Securities Act of 1933. We issued a press release titled “Bar Harbor Bankshares Announces Extension of Expiration Date of Exchange Offer,” a copy of which is included as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits

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

(b) Pro Forma Financial Information. Not applicable.

(c) Shell Company Transactions. Not applicable.

(d) Exhibits.

Exhibit No.	Description
99.1	Press Release dated March 6, 2020

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	BAR HARBOR BANKSHARES
Date: March 6, 2020	By: /s/ Josephine Iannelli
	Josephine Iannelli
	EVP & Chief Financial Officer

EX-99.1

Exhibit 99.1

Bar Harbor Bankshares Announces Extension of Expiration Date of Exchange Offer

Bar Harbor Bankshares (NYSE American: BHB) announced today that is has extended the expiration date for its offer to exchange (the “Exchange Offer”) any and all of its outstanding 4.625% Fixed-to-Floating Subordinated Notes due 2024 (“Old Notes”) that were issued in an unregistered offering on November 26, 2019 for newly issued 4.625% Fixed-to-Floating Subordinated Notes that have been registered under the Securities Act of 1933 (“New Notes”), upon the terms and conditions set forth in the prospectus relating to the Exchange Offer (the “Prospectus”) filed with the Securities and Exchange Commission.

EXTENSION OF THE EXPIRATION DATE

We are extending the expiration date of the Exchange Offer. The expiration date was previously 5:00 p.m. Eastern time, on Friday, March 6, 2020 and will now be 5:00 p.m. Eastern time, on Friday, April 3, 2020, unless further extended. Accordingly, holders who tender Old Notes prior to such time will receive New Notes. Other than the extension of the expiration date described herein, the terms and conditions of the Exchange Offer remain as set forth in the Prospectus.

U.S. Bank National Association (“U.S. Bank”) is acting as the exchange agent in connection with the Exchange Offer. Holders of the Old Notes may contact U.S. Bank at (800) 934-6802 with questions they may have regarding the Exchange Offer. You should direct questions, request for assistance and requests for copies of the prospectus to the exchange agent.

IMPORTANT INFORMATION ABOUT THE EXCHANGE OFFER

This press release is for informational purposes only and is not an offer to buy or the solicitation of an offer to sell any security.

Security holders are strongly urged to carefully review the Registration Statement, the prospectus, including any amendments and supplements thereto, and the other related documents and materials filed with the Securities and Exchange Commission (the “SEC”), because they will contain important information about us and the Exchange Offer and are the sole means by which any offer to exchange will be made.

Investors and security holders may obtain a free copy of the Registration Statement, the prospectus and related materials, and other documents we filed with the SEC, at the SEC’s website, www.sec.gov. Free copies of our filings with the SEC have been made available on our website, www.barharbor.bank.

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act. All statements, other than statements of historical facts, included in this release that address activities, events, or developments that we expect, believes, or anticipates will or may occur are forward-looking statements. Several risks and uncertainties could cause actual results to differ materially from these statements, including factors described occasionally in our publicly available SEC reports. We assume no obligation to update publicly such forward-looking statements, whether because of new information, future events, or otherwise.

BACKGROUND

Bar Harbor Bankshares (NYSE American: BHB) is the parent company of its wholly-owned subsidiary, Bar Harbor Bank & Trust. Founded in 1887, Bar Harbor Bank & Trust is a true community bank serving the financial needs of its clients for over 130 years. Bar Harbor provides full-service community banking with office locations in all three Northern New England states of Maine, New Hampshire and Vermont. For more information, visit www.barharbor.bank.

CONTACTS

Josephine Iannelli

EVP, Chief Financial Officer & Treasurer

(207) 288-3314