BORROWINGS

3 Months Ended

Mar. 31, 2021

Subordinated Debt

On November 5, 2019, the Company completed an offering of $175.0 million aggregate principal amount Fixed to Floating Rate Subordinated Notes due in 2029. The notes bear a fixed interest rate of 4.25% per year through November 14, 2024. Beginning November 15, 2024, the interest rate will become a floating rate equal to three month LIBOR, or an alternative benchmark rate as determined pursuant to the terms of the indenture for the notes in the event LIBOR has been discontinued by

November 15, 2024, plus 262 basis points through the remaining maturity or early redemption date of the notes. The interest will be paid in arrears semi-annually during the fixed rate period and quarterly during the floating rate period. The Company incurred $2.9 million of debt issuance costs which are being amortized through the contractual life of the debt. The entire amount of the subordinated debt is considered Tier 2 capital under current regulatory guidelines.

In conjunction with the acquisition of WashingtonFirst Bankshares, Inc. ("WashingtonFirst"), the Company assumed $25.0 million in subordinated debt with an associated purchase premium at acquisition of $2.2 million. The premium is amortized over the contractual life of the obligation. The subordinated debt has a maturity of 10 years, maturing on October 15, 2025, and was non-callable through October 15, 2020. The subordinated debt held a fixed interest rate of 6.00% per annum through October 5, 2020 at which point the rate became variable at the three-month LIBOR plus 457 basis points payable quarterly. As of March 31, 2021, the effective variable rate was 4.81%. Under regulatory capital guidelines subordinated debt begins to phase out of Tier 2 capital qualification, on an annual straight-line basis, when there are five years remaining until the subordinated debt matures. The WashingtonFirst subordinated debt has less than five years but more than four years remaining until it matures, and therefore, as of March 31, 2021, $20.0 million of the subordinated debt is considered Tier 2 capital under current regulatory guidelines.

In conjunction with the acquisition of Revere, the Company assumed $31.0 million in subordinated debt with an associated purchase premium at acquisition of $0.2 million, which will be amortized through the call date. The subordinated debt has a 10 year term, maturing on September 30, 2026, is non-callable until September 30, 2021, and currently bears a fixed interest rate of 5.625% per annum, payable semi-annually. Beginning on October 1, 2021, the interest rate resets quarterly to an amount equal to 3 month LIBOR plus 441 basis points. The entire amount of the subordinated debt is considered Tier 2 capital under current regulatory guidelines.

The following table provides information on subordinated debt as of the date indicated:


(In thousands)	March 31, 2021		December 31, 2020
Fixed to floating rate sub debt, 4.25%	$	175,000	$	175,000
WashingtonFirst sub debt, 4.81%	25,000		25,000
Revere fixed to floating rate sub debt, 5.625%	31,000		31,000
Total Sub debt	231,000		231,000
Less: Debt held as investments by Sandy Spring	(3,000)		(3,000)
Add: Purchase accounting premium	1,552		1,669
Less: Debt issuance costs	(2,508)		(2,581)




Long-term borrowings	$	227,044	$	227,088

Other Borrowings

At March 31, 2021 and December 31, 2020, the Company had $129.3 million and $153.2 million, respectively, of outstanding retail repurchase agreements. The Company had $60.0 million and $390.0 million of outstanding federal funds purchased at March 31, 2021 and December 31, 2020, respectively. At March 31, 2021, the Company did not have any borrowings outstanding of the $1.3 billion available to borrow under the Paycheck Protection Program Liquidity Facility ("PPPLF"). Amounts borrowed under the PPPLF are required to be repaid as PPP loans are repaid or forgiven.

At March 31, 2021, the Company had an available line of credit with the FHLB under which its borrowings are limited to $3.0 billion based on pledged collateral at prevailing market interest rates, with $100.0 million borrowed against it at March 31, 2021. At December 31, 2020, lines of credit with the FHLB totaled $3.0 billion based on pledged collateral with $379.1 million borrowed against the line. During the three months ended March 31, 2021, the Company repaid $279.0 million of FHLB advances, resulting in a prepayment penalty of $9.1 million, which was recorded to other expense in the Condensed Consolidated Statements of Income.

Under a blanket lien, the Company has pledged qualifying residential mortgage loans amounting to $897.8 million, commercial real estate loans amounting to $2.8 billion, home equity lines of credit (“HELOC”) amounting to $230.5 million, and multifamily loans amounting to $259.4 million at March 31, 2021, as collateral under the borrowing agreement with the FHLB. At December 31, 2020, the Company had pledged collateral of qualifying mortgage loans of $1.0 billion, commercial real estate loans of $2.8 billion, HELOC loans of $226.2 million, and multifamily loans of $237.6 million under the FHLB borrowing agreement. The Company also had secured lines of credit available from the Federal Reserve Bank and correspondent banks of $420.4 million and $276.2 million at March 31, 2021 and December 31, 2020, respectively, collateralized by loans, with no borrowings outstanding at the end of either period. In addition, the Company had unsecured lines of credit with correspondent

banks of $1.1 billion at both March 31, 2021 and December 31, 2020. Of the unsecured lines available at March 31, 2021 and December 31, 2020, there was $60.0 million and $390.0 million outstanding, respectively.