BORROWINGS

3 Months Ended

Mar. 31, 2022

Debt Disclosure [Abstract]

BORROWINGS

BORROWINGS

Subordinated Debt

On March 15, 2022, the Company completed an offering of $200.0 million aggregate principal amount Fixed to Floating Rate Subordinated Notes due in 2032. The notes bear a fixed interest rate of 3.875% per year through March 29, 2027. Commencing on March 30, 2027, the notes will bear interest at a floating rate per annum equal to the benchmark rate (which is expected to be the three-month SOFR rate) plus a spread of 196.5 basis points, payable quarterly in arrears. The Company is still in process of finalizing the debt issuance costs. As of March 31, 2022, the total amount of debt issuance costs incurred was $2.7 million,

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.

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") in 2018, the Company assumed $25.0 million in subordinated debt with an associated purchase premium at acquisition of $2.2 million. The premium was amortized over the contractual life of the obligation. The subordinated debt had 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. On July 15, 2021, the Company redeemed the entire outstanding principal balance of the WashingtonFirst subordinated debt.

In conjunction with the acquisition of Revere Bank ("Revere") in 2020, the Company assumed $31.0 million in subordinated debt with an associated purchase premium at acquisition of $0.2 million, which was amortized through the call date. The subordinated debt had a 10-year term, maturing on September 30, 2026, and was non-callable until September 30, 2021. The subordinated debt had a fixed interest rate of 5.625% per annum, payable semi-annually, through March 31, 2022 at which point the interest rate reset quarterly to an amount equal to three month LIBOR plus 441 basis points. On September 30, 2021, the Company redeemed the entire outstanding principal balance of the Revere subordinated debt.

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

(In thousands)	March 31, 2022		December 31, 2021
Fixed to floating rate sub debt, 3.875%	$	200,000	$	—
Fixed to floating rate sub debt, 4.25%	175,000		175,000
Total Sub debt	375,000		175,000
Less: Debt issuance costs	(4,998)		(2,288)
Long-term borrowings	$	370,002	$	172,712

Other Borrowings

At March 31, 2022 and December 31, 2021, the Company had $130.8 million and $141.1 million, respectively, of outstanding retail repurchase agreements. The Company had no outstanding federal funds purchased at both March 31, 2022 and December 31, 2021.

At March 31, 2022, the Company had an available line of credit with the FHLB under which its borrowings are limited to $3.8 billion based on pledged collateral at prevailing market interest rates, with no outstanding borrowings against it at March 31, 2022. At December 31, 2021, lines of credit with the FHLB totaled $3.9 billion based on pledged collateral with no outstanding borrowings.

Under a blanket lien, the Company has pledged qualifying residential mortgage loans amounting to $883.6 million, commercial real estate loans amounting to $3.2 billion, home equity lines of credit (“HELOC”) amounting to $216.7 million, and multifamily loans amounting to $399.4 million at March 31, 2022, as collateral under the borrowing agreement with the FHLB. At December 31, 2021, the Company had pledged collateral of qualifying mortgage loans of $829.1 million, commercial real estate loans of $3.1 billion, HELOC loans of $224.4 million, and multifamily loans of $333.4 million under the FHLB borrowing agreement.

The Company also had secured lines of credit available from the Federal Reserve Bank and correspondent banks of $684.4 million and $509.4 million at March 31, 2022 and December 31, 2021, 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 $1.3 billion both at March 31, 2022 and December 31, 2021, with no borrowings outstanding at either date.