06/17/2025 | Press release | Distributed by Public on 06/17/2025 08:38
Item 1.01 Entry into a Material Definitive Agreement.
On June 13, 2025, BancPlus Corporation (the "Company"), as borrower, entered into a Loan Agreement (the "Agreement") with First Horizon Bank ("First Horizon"). Under the terms of the Agreement, First Horizon agreed to provide the Company with a $30.0 million term loan (the "Term Loan"), which was drawn down in full. The Term Loan is collateralized by all of the outstanding shares of common stock of BankPlus (the "Bank"), the Company's wholly-owned banking subsidiary, pursuant to the terms of a Pledge Agreement also dated June 13, 2025, between the Company and First Horizon (the "Pledge Agreement"). The Term Loan matures on June 15, 2030. The proceeds of the Term Loan were used to redeem all of the Company's outstanding 6.000% Fixed-to-Floating Subordinated Notes (the "Notes") as set forth in Item 8.01 of this Current Report on Form 8-K.
The Term Loan bears interest at the prime rate of interest as reported in The Wall Street Journalpublished daily minus a margin of 0.55%, subject to a minimum rate of 4.00%. Principal and interest payments are due quarterly commencing on September 15, 2025 (and each December 15, March 15, June 15 and September 15 thereafter) in the amount of $750,000. In addition, the Company paid First Horizon a commitment fee of $30,000. The Term Loan may be prepaid in full or in part at any time with no prepayment penalty.
The Agreement contains customary representations and warranties, and customary affirmative covenants, related to, among other things, the maintenance of certain financial standards, the payment of dividends from the Bank to the Company and the provision of financial and other information to First Horizon. The Company and/or the Bank, as provided for in the Agreement, must maintain, among other financial standards, (i) a "Well Capitalized" rating as required by any applicable regulatory authority, (ii) a Tier 1 Leverage Ratio of not less than 8.00%, (iii) a return on average assets of at least 0.75% and (iv) a loan to value ratio of not more than 40%. The Agreement also contains customary negative covenants, related to, among other things, restrictions on indebtedness, liens, changes in management, mergers, dispositions, dividends and other distributions.
The Agreement provides for events of default customary for loans of this type, including but not limited to non-payment, breaches or defaults in the performance of covenants, insolvency, bankruptcy and a change in control of the Bank or the Company, as well as the initiation of certain actions by regulators of the Bank or the Company or the failure by the Bank or the Company to comply with the terms of any memorandum of understanding or letter agreement with any bank regulatory agency. During the existence of an event of default, all outstanding amounts of the Term Loan will bear interest at a rate per annum equal to the lesser of (i) the rate otherwise applicable thereto plus 4.00% and (ii) the maximum rate that may be charged under the Agreement, and First Horizon may take various actions, including declaring all outstanding amounts of the Term Loan immediately due and payable and exercising all rights with respect to the collateral.
The foregoing descriptions of the Agreement and the Pledge Agreement are not intended to be complete and are qualified in their entirety by reference to full texts of the Agreement and the Pledge Agreement, copies of which are filed as Exhibit 10.1 and Exhibit 10.2 hereto, respectively, and incorporated herein by reference.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
Item 8.01 Other Events.
On June 16, 2025, the Company redeemed $60.0 million aggregate principal amount of the outstanding Notes in accordance with the terms of the Notes. The total redemption price will be 100% of the aggregate principal amount of the Notes, plus accrued and unpaid interest to, but excluding, June 16, 2025. The Notes were redeemed using the proceeds from the Term Loan and cash on hand.