SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 24, 2022
Axos Financial, Inc.
(Exact name of registrant as specified in its charter)
|(State or other jurisdiction of|
|(Commission File Number)||(IRS Employer Identification|
9205 West Russell Road, Ste 400
Las Vegas, NV 89148
(Address of principal executive offices and zip code)
Registrant’s telephone number, including area code: (858) 649-2218
|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, $0.01 par value||AX||New York Stock Exchange|
(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))
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 1.01 Entry Into a Material Definitive Agreement
On February 24, 2022, Axos Financial, Inc. (the “Company”) completed its previously announced sale of $150,000,000 aggregate principal amount of the Company's 4.00% Fixed-to-Floating Rate Subordinated Notes due 2032 (the “Notes”) to Keefe, Bruyette & Woods, Inc., as representative of the underwriters named in an underwriting agreement dated February 16, 2022, by and between the Company and the underwriters.
The Notes were issued pursuant to the Indenture, dated as of February 24, 2022 (the “Base Indenture”), between the Company and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”), as supplemented by the First Supplemental Indenture, dated as of February 24, 2022 (the “Supplemental Indenture” and, together with the Base Indenture, the “Indenture”), between the Company and the Trustee.
From and including February 24, 2022 to, but excluding March 1, 2027, or the date of earlier redemption, the Notes will accrue interest at a fixed rate per annum equal to 4.00%, payable semi-annually in arrears on March 1 and September 1 of each year, commencing on September 1, 2022. From and including March 1, 2027, to, but excluding, March 1, 2032 or the date of earlier redemption, (the “floating rate period”), the Notes will accrue interest at a floating rate per annum equal to the benchmark rate, which is the then-current Three-Month Term SOFR (as defined in the Indenture)), plus a spread of 227 basis points for each quarterly interest period during the floating rate period, payable quarterly in arrears on March 1, June 1, September 1 and December 1 of each year, commencing on June 1, 2027; provided, however, that if the benchmark rate is less than zero, the benchmark rate will be deemed to be zero.
The Notes will mature on March 1, 2032. The Notes will be issued in minimum denominations of $1,000 and integral multiples of $1,000 in excess thereof.
The Notes are unsecured, subordinated and rank junior in right of payment and upon the Company’s liquidation to the Company’s existing and all of the Company’s future Senior Indebtedness (as defined in the Indenture). The Notes may be redeemed on March 1, 2027, and on any interest payment date thereafter, in whole or in part, from time to time, and may be redeemed any time upon the occurrence of certain events, in each case at a redemption price equal to 100% of the principal amount of the Notes being redeemed, plus accrued and unpaid interest to, but excluding, the redemption date, subject to certain conditions described in the Indenture.
The foregoing descriptions of the Base Indenture, Supplemental Indenture and Notes are each qualified in their entirety by reference to the full text thereof, copies of which are attached hereto as Exhibits 4.1, 4.2 and 4.3, respectively, and are incorporated herein by reference.
Sheppard, Mullin, Richter & Hampton LLP has provided the Company with the legal opinion regarding the Notes, attached hereto as Exhibit 5.1.
Item 2.03. Creation of a Direct Financial Obligation of a Registrant
The information contained in (or incorporated by reference into) Item 1.01 is incorporated into this Item 2.03 by reference.
Item 9.01 Financial Statements and Exhibits.
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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.
| ||Axos Financial, Inc.|
| || |
|Date: ||February 24, 2022||By:||/s/ Derrick K. Walsh|| |
| || ||Derrick K. Walsh|
| || ||EVP and Chief Financial Officer|