09/30/2024 | Press release | Distributed by Public on 09/30/2024 15:28
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Texas
(State or other jurisdiction of incorporation or organization)
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75-2453320
(I.R.S. Employer Identification Number)
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Large accelerated filer
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Accelerated filer
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Non-accelerated filer
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Smaller reporting company
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Emerging growth company
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ABOUT THIS PROSPECTUS
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INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
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WHERE YOU CAN FIND MORE INFORMATION
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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
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ABOUT SOUTH PLAINS FINANCIAL, INC.
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8
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RISK FACTORS
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9
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USE OF PROCEEDS
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10
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THE SECURITIES WE MAY OFFER
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DESCRIPTION OF DEBT SECURITIES
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12
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DESCRIPTION OF COMMON STOCK
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25
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DESCRIPTION OF PREFERRED STOCK
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29
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DESCRIPTION OF DEPOSITARY SHARES
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32
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DESCRIPTION OF SUBSCRIPTION RIGHTS
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35
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DESCRIPTION OF WARRANTS
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37
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DESCRIPTION OF UNITS
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38
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PLAN OF DISTRIBUTION
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39
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LEGAL MATTERS
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42
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EXPERTS
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43
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our Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC on March 15, 2024;
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our Definitive Proxy Statement on Schedule 14A, filed with the SEC on April 8, 2024 (solely to the extent incorporated by reference into Part III of our Annual Report on Form 10-K for the year ended December 31, 2023);
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our Quarterly Reports on Form 10-Q for the quarter ended March 31, 2024, filed with the SEC on May 6, 2024, and for the quarter ended June 30, 2024, filed with the SEC on August 6, 2024;
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our Current Reports on Form 8-K filed on February 26, 2024, and May 16, 2024; and
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the description of our common stock, par value $1.00 per share, contained under the caption "Description of Capital Stock" contained in the prospectus forming part of the Company's Form S-1 Registration Statement, which description has been incorporated by reference in Item 1 of the Company's Registration Statement on Form 8-A (File No. 001-38895), filed pursuant to Section 12 of the Exchange Act, on May 6, 2019, including any amendment or report filed for the purpose of updating such description;
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potential recession in the United States and our market areas;
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the impacts related to or resulting from bank failures and any continuation of uncertainty in the banking industry, including the associated impact to the Company and other financial institutions of any regulatory changes or other mitigation efforts taken by government agencies in response thereto;
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increased competition for deposits and related changes in deposit customer behavior;
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the persistence of the current inflationary pressures, or the resurgence of elevated levels of inflation, in the United States and our market areas, and its impact on market interest rates, the economy and credit quality;
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the adequacy of the allowance for credit losses;
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our ability to effectively execute our expansion strategy and manage our growth, including identifying and consummating suitable acquisitions;
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business and economic conditions, particularly those affecting our market areas, including a decrease in or the volatility of oil and gas prices or agricultural commodity prices within the region;
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the geographic concentration of our business in our market areas in Texas and New Mexico;
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high concentrations of loans secured by real estate located in our market areas;
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risks associated with our commercial loan portfolio, including the risk of declines in commercial real estate prices or deterioration in value of the general business assets that secure such loans;
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potential changes in the prices, values and sales volumes of commercial and residential real estate securing our real estate loans;
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increases in unemployment rates in the United States and our market areas;
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risks associated with our agricultural loan portfolio, including the heightened sensitivity to weather conditions, commodity prices, and other factors generally outside the borrowers and our control;
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risks related to the significant amount of credit that we have extended to a limited number of borrowers and in a limited geographic area;
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public funds deposits comprising a relatively high percentage of our deposits;
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potential impairment on the goodwill we have recorded or may record in connection with business acquisitions;
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our ability to maintain our reputation;
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our ability to successfully manage our credit risk and the sufficiency of our allowance for credit losses;
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our ability to attract, hire and retain qualified management personnel;
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our dependence on our management team, including our ability to retain executive officers and key employees and their customer and community relationships;
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interest rate fluctuations, which could have an adverse effect on our profitability;
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competition from banks, credit unions and other financial services providers;
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our ability to keep pace with technological change or difficulties we may experience when implementing new technologies;
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cybersecurity risk, including cyber incidents or other failures, disruptions or security breaches of our operational or security systems or infrastructure, or those of our third-party vendors or other service providers, including as a result of cyber-attacks;
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our ability to maintain effective internal control over financial reporting;
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employee error, fraudulent activity by employees or customers and inaccurate or incomplete information about our customers and counterparties;
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our ability to maintain adequate liquidity and to raise necessary capital to fund our acquisition strategy and operations or to meet increased minimum regulatory capital levels, which may require us to raise capital at a time when capital is not available on favorable terms or at all;
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costs and effects of litigation, investigations or similar matters to which we may be subject, including any effect on our reputation;
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natural disasters, severe weather, acts of god, acts of war or terrorism, geopolitical instability, outbreaks of hostilities, public health outbreaks (such as the COVID-19 pandemic or any future pandemic), other international or domestic calamities, and other external events or matters beyond our control;
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uncertainty regarding United States fiscal debt and budget matters;
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tariffs and trade barriers;
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compliance with governmental and regulatory requirements, including the Dodd-Frank Act Wall Street Reform and Consumer Protection Act, the Economic Growth, Regulatory Relief, and Consumer Protection Act ("EGRRCPA"), and others relating to banking, consumer protection, securities and tax matters; and
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changes in the laws, rules, regulations, interpretations or policies relating to financial institutions, accounting, tax, trade, current and future governmental monetary and fiscal policies, including the uncertain impacts of ongoing quantitative tightening and current and future policies of the Board of Governors of the Federal Reserve System ("Federal Reserve") and as a result of initiatives of the Biden administration.
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the title and amount of the series of the debt securities and whether they are senior debt securities or subordinated debt securities;
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any limit on the aggregate principal amount of the debt securities of such series that may be issued;
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the issue price or prices (which may be expressed as a percentage of the aggregate principal amount) of the securities;
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if other than the aggregate principal amount of those debt securities, the portion of the principal amount payable upon declaration of acceleration of the maturity of the debt securities of the series;
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the maturity date or dates, or the method for determining the maturity date or dates, on which the principal of the debt securities of the series will be payable and any rights of extension;
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the rate or rates, which may be fixed or variable, or the method of determining the rate or rates, at which the debt securities of the series will bear interest, if any;
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the date or dates from which any interest will accrue on the debt securities of the series, the date or dates on which accrued interest will be payable and the regular related record dates for the payment of accrued interest;
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the place or places where payments of principal, interest or premium, if any, will be payable, where the debt securities of the series may be surrendered for registration of transfer or exchange, and where notices or demands to or upon us may be served;
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the period or periods within which, the price or prices at which, and the other terms and conditions upon which, the debt securities of the series may be redeemed, in whole or in part, at our option, if we are to have such an option;
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the terms of the subordination of any series of debt securities;
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prepayment rights, if any, applicable to the debt securities of the series and any premium payable in connection with any such prepayment;
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our obligation, if any, to redeem, repay or purchase the debt securities of the series pursuant to any sinking fund or analogous provision or at the option of a holder of the debt securities, and the period or periods within which, or the date and dates on which, the price or prices at which, and the other terms and conditions upon which, the debt securities will be redeemed, repaid or purchased, in whole or in part, pursuant to that obligation;
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whether the amount of payments of principal of and premium, if any, or interest, if any, on the debt securities of the series may be determined with reference to an index, formula or other method, and the manner in which the amounts are to be determined;
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affirmative, negative and, in the case of our senior debt securities, financial covenants applicable with respect to the debt securities of the series;
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any additions to, modifications of, or deletions from the terms of the debt securities of the series with respect to events of default, amendments, merger, consolidation and sale or covenants set forth in the indenture;
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whether the debt securities of the series will be issued in certificated or book-entry form;
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whether any of the securities will be offered at a price such that they will be deemed to be offered at an "original issue discount" as defined in paragraph (a) of Section 1273 of the Internal Revenue Code of 1986, as amended;
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the denomination of the debt securities of the series, if other than $1,000 and any integral multiple thereof;
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if other than U.S. currency, the currency or currency units in which principal, premium, if any, or interest will be payable, whether we or a holder may elect payment to be made in a different currency and the designation of the original currency determination agent;
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if the debt securities of the series will be initially issuable in global form, the depository or its nominee with respect to the debt securities, the circumstances under which the global security may be registered for transfer or exchange in the name of a person other than the depository or its nominee, or the manner in which any interest payable on a global security will be paid;
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the conditions upon which definitive debt securities of the series will be issued to beneficial owners;
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the applicability, if any, of the discharge, defeasance and covenant defeasance provisions of the indenture to the debt securities of the series and any additional or different terms on which such debt securities may be discharged or defeased;
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whether the debt securities of the series can be converted into or exchanged for other securities of the Company, and the related terms and conditions, including, without limitation, the time and place at which such securities may be converted, the conversion price and any adjustments to the conversion price and any other provisions that may be applicable;
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in the case of our subordinated debt securities, provisions relating to any modification of the subordination provisions of the subordinated debt securities of the series, which are described elsewhere in this prospectus;
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whether the debt securities of the series will be sold as part of units consisting of debt securities, common stock, preferred stock, depositary shares and/or warrants;
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any provisions granting special rights to holders when a specified event occurs;
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any trustee, depositary, authenticating agent, paying agent, transfer agent, registrar or other agent with respect to the debt securities of the series; and
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any other terms, preferences, rights or limitations of, or restrictions on, the debt securities of the series not inconsistent with the provisions of its applicable indenture.
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(1)
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either:
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the Company is the continuing entity; or
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the successor entity, if other than the Company, formed by or resulting from any consolidation or merger, or which has received the transfer of our properties and assets, expressly assumes payment of the principal of, and premium, if any, and interest on all of the outstanding debt securities and the due and punctual performance and observance of all of the covenants and conditions contained in the applicable indenture; and
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immediately after giving effect to the transaction and treating any indebtedness that becomes our obligation as a result of that transaction as having been incurred by us at the time of the transaction, no event of default under the applicable indenture, and no event which, after notice, the lapse of time or both, would become an event of default will have occurred and be continuing.
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failure to pay any installment of interest payable on any debt security of the series and the continuance of such failure for a period of 30 days;
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failure to pay principal of, or premium, if any, on, any debt security of the series when due, whether at maturity, upon redemption, by declaration of acceleration of maturity or otherwise;
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default in making any sinking fund payment when due, for any debt security of the series;
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failure to deliver the required securities, together with cash in lieu of fractional securities, or other rights upon an appropriate conversion or exchange election by any holder of convertible securities, and continuance of such default for a period of 10 days;
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default in the observance or performance of any other covenants or agreements of the Company contained in any resolution of the Company authorizing the issuance of the debt securities, in the indentures with respect to the debt securities, or in any supplemental indenture with respect to such debt securities continuing for 90 days after written notice as provided in the indentures with respect to the debt securities;
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specified events of bankruptcy, insolvency or reorganization; or
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such other events of default as are described in the prospectus supplement relating to any series of debt securities being offered for sale.
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such holder has previously given written notice to the trustee of a continuing event of default with respect to the applicable debt securities;
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the holders of not less than 25% in principal amount of the applicable debt securities shall have made written request to the trustee to institute proceedings in respect of such event of default in its own name as trustee under the applicable indenture;
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such holder or holders have offered to the trustee reasonable security or indemnity against the costs, expenses, and liabilities to be incurred in complying with such request;
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the trustee for 60 days after its receipt of such notice, request, and offer of security or indemnity has failed to institute any such proceeding; and
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no direction inconsistent with such written request has been given to the trustee during such 60-day period by the holders of a majority in principal amount of the outstanding debt securities.
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in the payment of the principal of, or premium, if any, or interest on any debt security of that series; or
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in respect of a covenant or provision contained in that indenture that, by the terms of the indenture, cannot be modified or amended without the consent of each affected holder of an outstanding debt security.
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change the stated maturity of the principal of, or any installment of interest, or the premium, if any, on, any debt security;
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reduce the percentage in principal amount of, or the rate at which interest accrues under, amount of interest on, or change the manner of calculating the rate, or any premium payable on redemption of, any debt security, or reduce the amount of principal of an original issue discount security that would be due and payable upon declaration of acceleration of its maturity or would be provable in bankruptcy, or adversely affect any right of repayment of the holder of any debt security;
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extend the time of payment of interest on any debt security;
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change any of the conversion, exchange or redemption provisions, including decreasing the conversion rate or increasing the conversion price of, any debt security;
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change the place of payment, or the coin or currency for payment, of principal of, or premium, if any, including any amount in respect of original issue discount or interest on any debt security;
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impair the right to institute suit for the enforcement of any payment on or with respect to any debt security or for the conversion or exchange of any debt security in accordance with its terms;
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modify the ranking or priority of the securities in a manner adverse to the holders of any debt security;
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reduce the percentage of outstanding debt securities of any series necessary to modify or amend the indenture, to waive compliance with specific provisions of or certain defaults and consequences under the indenture, or to reduce the quorum or voting requirements set forth in the indenture; or
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modify any of the provisions relating to the waiver of specific past defaults or compliance with specific covenants, except to increase the required percentage to effect that action or to provide that specific other provisions may not be modified or waived without the consent of the holder of that debt security.
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to evidence the succession of another person to us as obligor under the indenture;
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to add to our covenants binding us for the benefit of the holders of all or any series of debt securities issued under the indenture or to surrender any right or power conferred upon us in the indenture;
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to add to or change any of the provisions of the indenture to such extent as shall be necessary to permit or facilitate the issuance of debt securities in uncertificated or global form;
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to establish the form or terms of debt securities of any series to be issued under the indenture;
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to provide for the acceptance of appointment by a successor trustee or facilitate the administration of the trusts under the indenture by more than one trustee;
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to cure any ambiguity, omission, defect or inconsistency in the indenture provided that the cure or correction does not adversely affect the holders of the debt securities issued under the indenture;
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to add to, delete from or revise the conditions, limitations or restrictions on issue, authentication and delivery of debt securities to be issued under the indenture in the future;
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to add any additional events of default for the benefit of the holders of all or any series of debt securities issued under the indenture;
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to secure the debt securities of any series issued under the indenture;
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to conform any provision in the indenture to the requirements of the Trust Indenture Act;
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to make any change that does not adversely affect the legal rights under the indenture of any holder of debt securities of any series issued under the indenture;
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to make provisions with respect to the conversion or exchange terms and conditions applicable to the debt securities of any series issued under the indenture;
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to change or eliminate any provision of the indenture, provided that any such addition, change or elimination (a) shall neither (1) apply to any debt security of any series created prior to the execution of such supplemental indenture and entitled to the benefit of such provision nor (2) modify the rights of the holder of any such debt security with respect to such provision or (b) shall become effective only when there is no debt security described in clause (a)(1) outstanding; or
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in the case of any subordinated debt security, to make any change in the subordinated provisions that limits or terminates the benefits applicable to the holder of any senior debt.
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the aggregate principal amount of an original issue discount security that is deemed to be outstanding will be the amount of the principal of that original issue discount security that would be due and payable as of the date of the determination upon declaration of acceleration of the maturity of that original issue discount security;
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the aggregate principal amount of an indexed security that is deemed outstanding will be the principal face amount of the indexed security at original issuance, unless otherwise provided with respect to the indexed security under the indenture; and
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debt securities owned by us or any other obligor upon the debt securities or any affiliate of us or of any other obligor will be disregarded.
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defeasance, which means we elect to defease and be discharged from any and all obligations with respect to the debt securities of a series, except for the obligations to register the transfer or exchange of the debt securities, to replace temporary or mutilated, destroyed, lost or stolen debt securities, to maintain an office or agency in respect of the debt securities and to hold moneys for payment in trust; or
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covenant defeasance, which means we elect to be released from our obligations with respect to the debt securities under specified sections of the indenture relating to covenants, as described in the applicable prospectus supplement and any omission to comply with our obligations will not constitute an event of default with respect to the debt securities being defeased; in either case upon the irrevocable deposit by us with the applicable trustee, in trust, of an amount, in currency or government obligations, or both, sufficient without reinvestment to make scheduled payments of the principal of, and premium, if any, and interest on such debt securities, when due, whether at maturity, upon redemption or otherwise, and any mandatory sinking fund or analogous payments.
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we have delivered to the applicable trustee an opinion of counsel, as specified in the applicable indenture, to the effect that the holders of the debt securities being defeased will not recognize income, gain or loss for federal income tax purposes as a result of the defeasance or covenant defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if the defeasance or covenant defeasance had not occurred, and the opinion of counsel, in the case of defeasance, will be required to refer to and be based upon a ruling of the Internal Revenue Service or a change in applicable U.S. federal income tax law occurring after the date of the indenture;
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no event of default or any event which after notice or lapse of time or both would be an event of default has occurred and is continuing;
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the defeasance or covenant defeasance will not result in a breach or violation of, or constitute an event of default under, the indenture, any senior debt or any other material agreement or instrument to which the Company is a party or by which it is bound;
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certain other provisions set forth in the applicable indenture are met;
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we will have delivered to the trustee an officers' certificate and an opinion of counsel, each stating that all conditions precedent to the defeasance or covenant defeasance have been complied with; and
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in the case of the subordinated debt indenture, no event or condition will exist that, pursuant to certain provisions described under "-Ranking-Subordinated Debt Securities," would prevent the Company from making payments of principal of and premium, if any, and interest on the subordinated debt securities being defeased at the date of the irrevocable deposit referred to above.
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DTC is unwilling or unable to continue as depositary or ceases to be a clearing agency registered under applicable law, and a successor is not appointed by us within 90 days; or
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we decide to discontinue the book-entry system; or
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an event of default has occurred and is continuing with respect to the applicable debt securities.
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the business combination or the acquisition of shares by the affiliated shareholder was approved by the board of directors of the corporation before the affiliated shareholder became an affiliated shareholder; or
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the business combination was approved by the affirmative vote of the holders of at least two-thirds of the outstanding voting shares of the corporation not beneficially owned by the affiliated shareholder or an affiliate or associate of the affiliated shareholder, at a meeting of shareholders called for that purpose, not less than six months after the affiliated shareholder became an affiliated shareholder.
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the business combination of an issuing public corporation: where the corporation's original certificate of formation or bylaws contain a provision expressly electing not to be governed by the Texas Business Combination Law; or that adopts an amendment to its certificate of formation or bylaws, by the affirmative vote of the holders, other than affiliated shareholders or an affiliate or associate of the affiliated shareholder, of at least two-thirds of the outstanding voting shares of the corporation, expressly electing not to be governed by the Texas Business Combination Law and so long as the amendment does not take effect for 18 months following the date of the vote and does not apply to a business combination with an affiliated shareholder who became affiliated on or before the effective date of the amendment;
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a business combination of an issuing public corporation with an affiliated shareholder that became an affiliated shareholder inadvertently, if the affiliated shareholder divests itself, as soon as practicable, of enough shares to no longer be an affiliated shareholder and would not at any time within the three-year period preceding the announcement of the business combination have been an affiliated shareholder but for the inadvertent acquisition;
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a business combination with an affiliated shareholder who became an affiliated shareholder through a transfer of shares by will or intestacy and continuously was an affiliated shareholder until the announcement date of the business combination; and
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a business combination of a corporation with its wholly-owned subsidiary, if the subsidiary is a Texas entity and not an affiliate or associate of the affiliated shareholder other than by reason of the affiliated shareholder's beneficial ownership of voting shares of the corporation.
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the title and par value of the series of preferred stock being offered and the price per share at which such shares of the series of preferred stock are being offered to the public;
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the number of shares of the series of preferred stock being offered;
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the number of shares of preferred stock included in that series of preferred stock;
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the liquidation preference per share of the preferred stock of such series;
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the dividend rate(s), period(s) and/or payment date(s) or method(s) of calculating the payment date(s) applicable to the shares of the series of preferred stock being offered;
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whether dividends will be cumulative or noncumulative and, if cumulative, the date from which dividends on the shares of preferred stock being offered will accumulate;
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the procedures for any auction and remarketing, if any, for the shares of preferred stock being offered;
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the provisions for a sinking fund, if any, for the shares of preferred stock being offered;
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the provisions for redemption, if applicable, of the shares of preferred stock being offered, including the redemption price;
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any listing of the shares of preferred stock being offered on any securities exchange or market;
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the terms and conditions, if applicable, upon which the shares of preferred stock being offered will be convertible into or exchangeable for other securities or rights, or a combination of the foregoing, including the name of the issuer of the securities or rights, conversion or exchange ratio or price, or the manner of calculating the conversion or exchange ratio or price, and the conversion or exchange date(s) or period(s) and whether we will have the option to convert such preferred stock into cash;
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voting rights, if any, of the shares of preferred stock being offered;
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a discussion of any material and/or special United States federal income tax considerations applicable to the shares of preferred stock being offered;
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the relative ranking and preferences of the shares of preferred stock being offered as to dividend rights to participate in our assets and rights upon winding up or termination of the affairs of the Company;
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any limitations on the issuance of any series of preferred stock ranking senior to or equally with the series of preferred stock being offered as to dividend rights and rights to participate in our assets upon winding up or termination of the affairs of the Company; and
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any other specific terms, preferences, rights, limitations or restrictions of the shares of preferred stock being offered.
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all prior dividend periods of each such series of preferred stock that pay dividends on a cumulative basis; or
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the immediately preceding dividend period of each such series of preferred stock that pays dividends on a noncumulative basis.
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as otherwise stated in the applicable prospectus supplement;
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as otherwise stated in the Certificate of Designation establishing the series of such preferred stock; and
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as otherwise required by applicable law.
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all outstanding depositary shares have been redeemed and all amounts payable upon redemption have been paid;
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each share of preferred stock held by the depositary has been converted into or exchanged for common stock, other preferred stock or other securities; or
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a final distribution in respect of the preferred stock held by the depositary has been made to the holders of depositary receipts in connection with our liquidation, dissolution or winding-up.
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the initial deposit of our preferred stock;
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the initial issuance of the depositary shares;
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any redemption of our preferred stock; and
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all withdrawals of our preferred stock by owners of depositary shares.
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refuse to transfer depositary shares;
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withhold dividends and distributions; and
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sell the depositary shares evidenced by the depositary receipt.
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We and the depositary will only be obligated to take the actions specifically set forth in the deposit agreement in good faith;
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We and the depositary will not be liable if either is prevented or delayed by law or circumstances beyond our or its control from performing our or its obligations under the deposit agreement;
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We and the depositary will not be liable if either exercises discretion permitted under the deposit agreement;
|
•
|
We and the depositary will have no obligation to become involved in any legal or other proceeding related to the depositary receipts or the deposit agreement on behalf of the holders of depositary receipts or any other party, unless we and the depositary are provided with satisfactory indemnity; and
|
•
|
We and the depositary will be permitted to rely upon any written advice of counsel or accountants and on any documents we believe in good faith to be genuine and to have been signed or presented by the proper party.
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•
|
the record date for shareholders entitled to receive subscription rights;
|
•
|
the price, if any, for the subscription rights;
|
•
|
the exercise price payable for each share of our common stock, preferred stock, depositary shares or for debt securities upon the exercise of the subscription rights;
|
•
|
the number of subscription rights issued to each shareholder;
|
•
|
the number and terms of each share of our common stock, preferred stock, depositary shares or for debt securities which may be purchased per each subscription right;
|
•
|
the extent to which the subscription rights are transferable;
|
•
|
any provisions for adjustment of the number or amount of securities receivable upon exercise of the subscription rights or the exercise price of the subscription rights;
|
•
|
any other terms of the subscription rights, including the terms, procedures and limitations relating to the exchange and exercise of the subscription rights;
|
•
|
the date on which the right to exercise the subscription rights shall commence, and the date on which the subscription rights shall expire;
|
•
|
the extent to which the subscription rights may include an over-subscription privilege with respect to unsubscribed securities; and
|
•
|
if applicable, the material terms of any standby underwriting or purchase arrangement entered into by us in connection with the offering of subscription rights.
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•
|
the title and specific designation of the warrants;
|
•
|
the aggregate number of warrants offered;
|
•
|
the amount of warrants outstanding, if any;
|
•
|
the designation, number, aggregate principal amount and terms of the debt securities, preferred stock, or common stock purchasable upon exercise of the warrants and procedures that will result in the adjustment of those numbers;
|
•
|
the exercise price or prices of the warrants;
|
•
|
the procedures and conditions relating to the exercise of the warrants;
|
•
|
price or prices at which the warrants will be issued;
|
•
|
the dates or periods during which the warrants are exercisable;
|
•
|
the designation and terms of any securities with which the warrants are issued;
|
•
|
if the warrants are issued as a unit with another security, the date, if any, on and after which the warrants and the other security will be separately transferable;
|
•
|
if the exercise price is not payable in U.S. Dollars, the foreign currency, currency unit or composite currency in which the exercise price is denominated;
|
•
|
any minimum or maximum amount of warrants that may be exercised at any one time;
|
•
|
the anti-dilution provisions of the warrants, if any;
|
•
|
terms of any right that we may have to redeem the warrants;
|
•
|
if applicable, the identity of the warrant agent for the warrants and of any other depositaries, execution or paying agents, transfer agents, registrars or other agents;
|
•
|
any terms relating to the modification of the warrants;
|
•
|
any terms, procedures and limitations relating to the transferability, exchange or exercise of the warrants; and
|
•
|
any other material terms of the warrants.
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•
|
the designation and terms of the units and of any of the securities comprising the units, including whether and under what circumstances the securities comprising the units may be traded separately;
|
•
|
a description of the terms of any unit agreement governing the units;
|
•
|
a description of the provisions for the payment, settlement, transfer or exchange of the units;
|
•
|
a discussion of the material U.S. federal income tax considerations, if applicable; and
|
•
|
whether the units if issued as a separate security will be issued in fully registered or global form.
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•
|
directly to one or more purchasers;
|
•
|
through agents;
|
•
|
through dealers;
|
•
|
through underwriters;
|
•
|
directly to its shareholders;
|
•
|
directly to holders of warrants exercisable for our securities upon the exercise of such warrants; or
|
•
|
through a combination of any of these methods of sale.
|
•
|
at a fixed price or prices, which may be changed from time to time;
|
•
|
at market prices prevailing at the time of sale;
|
•
|
at prices related to the prevailing market prices; or
|
•
|
at negotiated prices.
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•
|
the purchase of the offered securities shall not at the time of delivery be prohibited under the laws of the jurisdiction to which the purchaser is subject; and
|
•
|
if the offered securities are also being sold to underwriters, the Company will have sold to the underwriters the offered securities not sold for delayed delivery.
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Item 14.
|
Other Expenses of Issuance and Distribution.
|
SEC Registration Fee
|
$22,140
|
||
Accounting Fees and Expenses
|
(1)
|
||
Legal Fees and Expenses
|
(1)
|
||
Printing Expenses
|
(1)
|
||
Trustee and Depositary Fees and Expenses
|
(1)
|
||
Blue Sky Fees and Expenses
|
(1)
|
||
Rating Agency Fees
|
(1)
|
||
Listing Fees and Expenses
|
(1)
|
||
Miscellaneous Expenses
|
(1)
|
||
Total
|
$ (1)
|
||
(1)
|
These fees are calculated based on the numbers of issuances and amount of securities offered and, accordingly, cannot be estimated at this time.
|
Item 15.
|
Indemnification of Directors and Officers
|
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Item 16.
|
Exhibits
|
(a)
|
Exhibits
|
1.1*
|
-
|
Form of Underwriting Agreement.
|
||||
1.2*
|
-
|
Form of Placement Agent Agreement.
|
||||
-
|
Amended and Restated Certificate of Formation of the Company, incorporated herein by reference to Exhibit 3.1 to the Company's Registration Statement on Form S-1 filed on April 29, 2019 (Registration No. 333-230851).
|
|||||
-
|
Second Amended and Restated Bylaws of the Company, incorporated by reference to Exhibit 3.1 of the Company's Current Report on Form 8-K filed on November 1, 2021 (File No. 001-38895).
|
|||||
-
|
Indenture, dated September 29, 2020, by and between South Plains Financial, Inc. and UMB Bank, National Association, as trustee (incorporated herein by reference to Exhibit 4.1 to the Current Report on Form 8-K filed with the SEC on September 30, 2020 (File No. 001-38895)).
|
|||||
-
|
Form of Fixed to Floating Rate Subordinated Note due September 30, 2030 (included as Exhibit A-2 to the Indenture incorporated herein by reference as Exhibit 4.1 hereto).
|
|||||
4.3*
|
-
|
Form of Senior Debt Security.
|
||||
4.4*
|
-
|
Form of Subordinated Debt Security.
|
||||
4.5
|
-
|
Form of Indenture for Senior Debt.
|
||||
4.6
|
-
|
Form of Indenture for Subordinated Debt.
|
||||
4.7*
|
-
|
Form of Subordinated Note Purchase Agreement.
|
||||
-
|
Specimen Common Stock Certificate, incorporated by reference to Exhibit 4.1 to the Registration Statement on Form S-1 of the Company, filed on April 29, 2019 (Registration No. 333-230851).
|
|||||
4.9*
|
-
|
Form of Articles of Amendment to the Restated Certificate of Formation for Series of Preferred Stock.
|
||||
4.10*
|
-
|
Form of Preferred Stock Certificate.
|
||||
4.11*
|
-
|
Form of Deposit Agreement and Depositary Receipt.
|
||||
4.12*
|
-
|
Form of Subscription Certificate.
|
||||
4.13*
|
-
|
Form of Subscription Agent Agreement.
|
||||
4.14*
|
-
|
Form of Warrant Agreement.
|
||||
4.15*
|
-
|
Form of Unit Agreement.
|
||||
5.1
|
-
|
Opinion of Hunton Andrews Kurth LLP.
|
||||
23.1
|
-
|
Consent of Forvis Mazars, LLP.
|
||||
23.2
|
-
|
Consent of Weaver and Tidwell, LLP.
|
||||
23.3
|
-
|
Consent of Hunton Andrews Kurth LLP (included in Exhibit 5.1).
|
||||
24.1
|
-
|
Power of Attorney (included on original signature page to this registration statement).
|
||||
25.1**
|
-
|
Form T-1 of Trustee for the Indenture for Senior Debt Securities.
|
||||
25.2**
|
-
|
Form T-1 of Trustee for the Indenture for Subordinated Debt Securities.
|
||||
107
|
-
|
Filing Fee Table.
|
||||
*
|
To be filed, if necessary, by amendment to the registration statement or incorporated by reference to a Current Report on Form 8-K in connection with the offering of securities registered hereunder.
|
**
|
To be filed separately, if applicable, pursuant to Section 305(b)(2) of the Trust Indenture Act of 1939.
|
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Item 17.
|
Undertakings.
|
(a)
|
The undersigned registrant hereby undertakes:
|
(1)
|
To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
|
(i)
|
to include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;
|
(ii)
|
to reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement; and
|
(iii)
|
to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;
|
(2)
|
That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
|
(3)
|
To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
|
(4)
|
That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:
|
(i)
|
Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and
|
(ii)
|
Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by Section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale
|
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(5)
|
That, for the purpose of determining liability of a registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:
|
(i)
|
Any preliminary prospectus or prospectus of an undersigned registrant relating to the offering required to be filed pursuant to Rule 424;
|
(ii)
|
Any free writing prospectus relating to the offering prepared by or on behalf of an undersigned registrant or used or referred to by an undersigned registrant;
|
(iii)
|
The portion of any other free writing prospectus relating to the offering containing material information about an undersigned registrant or its securities provided by or on behalf of an undersigned registrant; and
|
(iv)
|
Any other communication that is an offer in the offering made by an undersigned registrant to the purchaser.
|
(6)
|
That, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
|
(b)
|
Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.
|
(c)
|
The undersigned registrant hereby undertakes to file an application for the purpose of determining the eligibility of the trustee to act under subsection (a) of Section 310 of the Trustee Indenture Act in accordance with the rules and regulations prescribed by the Commission under Section 305(b)(2) of the Trust Indenture Act.
|
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SOUTH PLAINS FINANCIAL, INC.
|
||||||
By:
|
/s/ Curtis C. Griffith
|
|||||
Curtis C. Griffith
|
||||||
Chairman and Chief Executive Officer
|
||||||
Name
|
Title
|
Date
|
||||
/s/ Curtis C. Griffith
|
Director (Chairman); Chief Executive Officer
|
September 30, 2024
|
||||
Curtis C. Griffith
|
||||||
/s/ Cory T. Newsom
|
Director; President
|
September 30, 2024
|
||||
Cory T. Newsom
|
||||||
/s/ Steven B. Crockett
|
Chief Financial Officer; Treasurer
|
September 30, 2024
|
||||
Steven B. Crockett
|
||||||
/s/ Richard D. Campbell
|
Director
|
September 30, 2024
|
||||
Richard D. Campbell
|
||||||
/s/ LaDana R. Washburn
|
Director
|
September 30, 2024
|
||||
LaDana R. Washburn
|
||||||
/s/ Noe G. Valles
|
Director
|
September 30, 2024
|
||||
Noe G. Valles
|
||||||
/s/ Kyle R. Wargo
|
Director
|
September 30, 2024
|
||||
Kyle R. Wargo
|
||||||