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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

 

December 9, 2020

Date of Report (Date of earliest event reported)

 

CODORUS VALLEY BANCORP, INC.

(Exact name of registrant as specified in its charter)

 

Pennsylvania   0-15536   23-2428543

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Ident. No.)

         
105 Leader Heights Road, PO Box 2887, York, Pennsylvania   17405-2887
(Address of principal executive offices)   (Zip Code)

 

(717) 747-1519

Registrant’s telephone number, including area code

 
N/A
(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:

 

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(s) Name of each exchange on which registered
Common Stock, $2.50 par value CVLY The Nasdaq Global Select Market

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §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 1.01Entry into a Material Definitive Agreement.

 

On December 9, 2020, Codorus Valley Bancorp, Inc. (the "Company"), the holding company for PeoplesBank, A Codorus Valley Company ("PeoplesBank"), entered into Subordinated Note Purchase Agreements (the "Agreements") with certain institutional and accredited investors (collectively, the "Purchasers") and, pursuant to the Agreements, issued to the Purchasers $31.0 million in aggregate principal amount of its 4.50% Fixed-to-Floating Rate Subordinated Notes due 2030 (the "Notes"). The Notes were offered and sold in a private placement in reliance on exemptions from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act"), and Rule 506 of Regulation D thereunder.

 

The Company intends to use the net proceeds from the issuance and sale of the Notes for general corporate purposes, including, but not limited to, investments in PeoplesBank and other subsidiaries to support organic growth and regulatory capital, repurchases of common stock and finance potential strategic initiatives. The Notes are intended to qualify at the holding company level as Tier 2 capital under the capital guidelines of the Federal Reserve Board.

 

The Notes, which mature on December 9, 2030, bear interest at a fixed annual rate of 4.50% for the period up to but excluding December 30, 2025 (the "Fixed Interest Rate Period"). From and including December 30, 2025 until redemption or maturity (the "Floating Interest Rate Period"), the interest rate will adjust to a floating rate equal to the rate per annum, reset quarterly, equal to the then-current 90-day secured overnight financing rate (SOFR) plus 404 basis points. The Company will pay interest in arrears semi-annually during the Fixed Interest Rate Period and quarterly during the Floating Interest Rate Period. The Notes constitute unsecured and subordinated obligations of the Company and rank junior in right of payment to any senior indebtedness and obligations to general and secured creditors. Subject to limited exceptions, the Company cannot redeem the Notes before the fifth anniversary of the issuance date. The Agreements and Notes contain customary subordination provisions and events of default.

 

The foregoing description of the Agreements and the Notes does not purport to be complete and is qualified in its entirety by reference to the form of the Agreements and the form of Notes, which are filed as Exhibits 10.1 and 4.1, respectively, to this Current Report on Form 8-K and are incorporated into this Item 1.01 by reference.

 

Item 2.03Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

 

The discussion under Item 1.01 is incorporated by reference into this Item 2.03 of this Current Report on Form 8-K.

 

Item 7.01Regulation FD Disclosure.

 

Attached hereto as Exhibit 99.1 and incorporated by reference herein into this Item 7.01 is an investor presentation that the Company delivered to potential investors on a confidential basis. As provided in General Instruction B.2 to Form 8-K, the information furnished in Item 7.01 and Exhibit 99.1 of this Current Report on Form 8-K shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, and such information shall not be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

 

Item 9.01Financial Statements and Exhibits.

 

(d)Exhibits:

 

 4.1Form of 4.50% Fixed-to-Floating Subordinated Note due 2030 of Codorus Valley Bancorp, Inc.
 10.1Form of Subordinated Note Purchase Agreement, dated as of December 9, 2020, by and between Codorus Valley Bancorp, Inc. and several Purchasers.
 99.1Investor Presentation.
   

 

  

 

 

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.

 

  CODORUS VALLEY BANCORP, INC.
     
Dated:   December 10, 2020    
     
  By: /s/  Larry J. Miller  
    Larry J. Miller
    Chairman, President and Chief Executive Officer (Principal Executive Officer)