UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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| Item 1.01 | Entry into a Material Definitive Agreement |
On May 3, 2022, Dime Community Bancshares, Inc. (the “Company”) and Dime Community Bank, the wholly-owned subsidiary of the Company, entered into an underwriting agreement (the “Underwriting Agreement”) with Piper Sandler & Co., Keefe, Bruyette & Woods, Inc and Raymond James Financial, Inc. as representatives of the underwriters named therein (the “Underwriters”). Pursuant to the terms of the Underwriting Agreement, the Company agreed to sell, and the Underwriters agreed to purchase, subject to and on the conditions set forth therein, $160,000,000 aggregate principal amount of the Company’s 5.000% Fixed-to-Floating Rate Subordinated Notes due 2032 (the “Notes”) in a registered public offering pursuant to an effective shelf registration statement on Form S-3 (Registration File No. 333-264390). The description of the Underwriting Agreement contained herein is qualified in its entirety by reference to the Underwriting Agreement, a copy of which is included as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference.
| Item 8.01 | Other Events |
On May 3, 2022, the Company issued a press release announcing the pricing of its offering of the Notes. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits |
| (d) | Exhibits. |
| 1.1 | Underwriting Agreement, dated as of May 3, 2022, by and among Dime Community Bancshares, Inc., Dime Community Bank, Piper Sandler & Co., Keefe, Bruyette & Woods, Inc and Raymond James Financial, Inc. (as representatives of the Underwriters named therein) | |
| 99.1 | Press Release dated May 3, 2022 | |
| 104 | Cover Page Interactive Data File (Embedded within the inline XBRL document) |
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.
| DIME COMMUNITY BANCSHARES, INC. | ||
| DATE: May 4, 2022 | By: | /s/ Kevin M. O’Connor |
| Kevin M. O’Connor | ||
| Chief Executive Officer | ||