0001130144 false 0001130144 2021-09-24 2021-09-24

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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

Date of Report (Date of earliest event reported) September 24, 2021

SIERRA BANCORP

(Exact name of registrant as specified in its charter)

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California | 000-33063 | 33-0937517
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.)

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86 North Main Street, Porterville, CA 93257
(Address of principal executive offices) | (Zip code)

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(559) 782-4900

(Registrant’s telephone number including area code)

Not applicable

(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))

Securities registered pursuant to Section 12(b) of the Act:

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Title of each class | ​ | Trading Symbol(s) | ​ | Name of each exchange on which registered
Common Stock, no par value | ​ | BSRR | ​ | 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 (§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. ☐

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Item 1.01 ENTRY INTO A MARTERIAL DEFINITIVE AGREEMENT

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Subordinated Note Offering

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On September 24, 2021, Sierra Bancorp, a California corporation (the “Company”)(NASDAQ: BSRR), and parent company of Bank of the Sierra, entered into Subordinated Note Purchase Agreements (the “Note Purchase Agreement”) pursuant to which the Company issued and sold $50 million in aggregate principal amount of its 3.25% Fixed-to-Floating Rate Subordinated Notes due 2031 (the “Notes”) to certain investors. The Notes were rated BBB- by Kroll Bond Rating Agency. The Notes were offered and sold by the Company in a private placement transaction in reliance on exemptions from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), pursuant to Section 4(a)(2) of the Securities Act and Regulation D thereunder. The Company intends to use the net proceeds from the offering for general corporate purposes.

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The Notes will mature on October 1, 2031. From and including September 24, 2021, to, but excluding, October 1, 2026 or the date of earlier redemption, the Company will pay interest on the Notes semi-annually in arrears on April 1 and October 1 of each year, commencing on April 1, 2022, at a fixed interest rate of 3.25% per annum. From and including October 1, 2026, to, but excluding, the maturity date or the date of earlier redemption (the “Floating Rate Period”) the Company will pay interest on the Notes at a floating interest rate. The floating interest rate will be reset quarterly, and the interest rate for any Floating Rate Period shall be equal to the then-current Three-Month Term SOFR (as defined in the Notes) plus 253.5 basis points for each quarterly interest period during the Floating Rate Period. Interest payable on the Notes during the Floating Rate Period will be paid quarterly in arrears on January 1, April 1, July 1 and October 1, of each year, commencing on January 1, 2027. Notwithstanding the foregoing, in the event that the benchmark rate is less than zero, the benchmark rate shall be deemed to be zero.

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The Company may, at its option, redeem the Notes (i) in whole or in part beginning with the interest payment date of October 1, 2026, and on any interest payment date thereafter, or (ii) in whole, but not in part, upon the occurrence of a “Tier 2 Capital Event,” a “Tax Event,” or “Investment Company Event” (each as defined in the Notes). The redemption price for any redemption is 100% of the principal amount of the Notes, plus accrued, but unpaid interest thereon to, but excluding, the date of redemption. Any redemption of the Notes will be subject to the receipt of any and all required federal and state regulatory approvals, including the approval of the Board of Governors of the Federal Reserve System to the extent then required under applicable laws or regulations.

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There is no right of acceleration of maturity of the Notes in the case of default in the payment of principal of, or interest on, the Notes or in the performance of any other obligation of the Company under the Notes. The Notes provide that holders of the Notes may accelerate payment of indebtedness only upon the Company’s bankruptcy, insolvency, reorganization, receivership or other similar proceedings.

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The Notes are general unsecured, subordinated obligations of the Company and rank junior to all of its existing and future Senior Indebtedness (as defined in the Notes), including all of its general creditors. The Notes will be equal in right of payment with any of the Company’s existing and future subordinated indebtedness, and will be senior to the Company’s obligations relating to any junior subordinated debt securities issued to the Company’s subsidiary trusts. In addition, the Notes are effectively subordinated to all secured indebtedness of the Company to the extent of the value of the collateral securing such indebtedness.

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The foregoing descriptions of the Notes and the Note Purchase Agreement does not purport to be complete and are each qualified in their entirety by reference to the full text of the forms of such agreements, which are attached as Exhibits 4.1 and 10.1, respectively, and incorporated herein by reference.

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ITEM 2.03. CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT

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The information set forth in Item 1.01 is incorporated herein by reference.

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ITEM 7.01. REGULATION FD DISCLOSURE

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On September 24, 2021, the Company issued a press release announcing the completion of the offering of the Notes, which is furnished as Exhibit 99.1.

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Additionally, furnished as Exhibit 99.2 is a copy of an investor presentation that was utilized by the Company in conducting the offering.

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The information in this Item 7.01 is being furnished pursuant to Item 7.01 of Form 8-K and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to liabilities of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act, unless specifically identified therein as being incorporated therein by reference.

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ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(d)Exhibits.

Exhibit No. |  | Description
4.1 | ​ | Form of 3.25% Fixed-to-Floating Rate Subordinated Note due October 1, 2031
10.1 | ​ | Form of Subordinated Note Purchase Agreement, dated as of September 24, 2021
99.1 | ​ | Press release issued by Sierra Bancorp, dated September 24, 2021
99.2 | ​ | Form of Investor Presentation
104 | ​ | Cover Page Interactive Data File (embedded in the cover page formatted in Inline XBRL) ​

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SIGNATURES

Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

​ ​ ​ ​ ​ | ​ Executive Vice President & Chief Financial Officer
​ ​ ​ ​ Dated: September 24, 2021 | SIERRA BANCORP By: /s/ Christopher G. Treece Christopher G. Treece Executive Vice President & Chief Financial Officer ​

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