8-K
filed October 31, 2022, 7:59 PM ET
ticker HNVR
CIK 0001828588
other material
confidence high
sentiment neutral
materiality 0.50
Hanover Bancorp creates Series A Preferred for Castle Creek exchange; 150K shares issued
Hanover Bancorp, Inc. /MD
- Exchange Agreement with Castle Creek: 150K common shares exchanged for 150K shares of new Series A Convertible Perpetual Preferred Stock.
- Series A Preferred ranks pari passu with common on dividends/liquidation; converts 1:1 to common upon certain transfers or at company request (subject to 9.9% cap).
- Castle Creek granted Board Observer rights as long as it holds at least 4.9% of outstanding common stock; observer is non-voting.
- Amendment to Certificate of Incorporation filed Oct 25, 2022, designating 150K Series A shares; issued in the exchange.
- Purpose: allow Castle Creek to purchase additional common without exceeding 9.9% voting threshold under bank regulatory limits.
Key facts
Extracted from this filing and checked against the source text.
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
Hanover Bancorp, Inc. /MD: Amended Certificate of Incorporation to designate Series A Convertible Perpetual Preferred Stock (effective 2022-10-25).
- Change
- charter amendment
- Effective
- 2022-10-25
Exact text from the filing
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year The information set forth under Item 1.01 with respect to the Amendment is incorporated by reference into this Item 5.03. The Amendment was effective upon filing with the New York Secretary of State on October 25, 2022.
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
Hanover Bancorp, Inc. /MD entered into Exchange Agreement with Castle Creek Capital Partners VIII, L.P. (effective 2022-10-28).
- Action
- entry
- Agreement
- equity purchase
- Counterparty
- Castle Creek Capital Partners VIII, L.P.
- Effective
- 2022-10-28
Exact text from the filing
On October 28, 2022, Hanover Bancorp, Inc. (the “Company”) entered into an Exchange Agreement with (the “Exchange Agreement”) with Castle Creek Capital Partners VIII, L.P. (“Castle Creek”).
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
Hanover Bancorp, Inc. /MD entered into Board Observer Agreement with Castle Creek Capital Partners VIII, L.P. (effective 2022-10-28).
- Action
- entry
- Counterparty
- Castle Creek Capital Partners VIII, L.P.
- Effective
- 2022-10-28
Exact text from the filing
Contemporaneously with the execution of the Exchange Agreement, the Company and Castle Creek entered into a Board Observer Agreement
View on SEC.gov
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