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Contract analysis / occ-post-issuance-filing.docx
occ-post-issuance-filing.docx
High · 0
Medium · 5
Standard · 6
I. INTRODUCTION AND PURPOSE
Standard
⚑ Commercial term
I. INTRODUCTION AND PURPOSE Belmont Ridge Bank, National Association ("BRB" or the "Bank"), a national banking association duly organized and existing under the laws of the United States and chartered by the Office of the Comptroller of the Currency (the "OCC") pursuant to the National Bank Act, 12 U.S.C. §§ 21 et seq. (OCC Charter No. 18742), hereby respectfully submits this post-issuance notification (this "Notific
II. DESCRIPTION OF THE SECURITIES ISSUED
Standard
⚑ Commercial term
II. DESCRIPTION OF THE SECURITIES ISSUED The following is a summary of the material terms and conditions of the Notes as issued on the Closing Date. This summary is qualified in its entirety by reference to the Indenture and the form of Global Note attached as an exhibit thereto, copies of which are enclosed with this Notification. A. Title and Type The full title of the securities issued is: 6.750% Fixed-to-Floating
III. PARTIES TO THE TRANSACTION
Medium
⚑ Confidentiality undertaking
III. PARTIES TO THE TRANSACTION A. Issuer Belmont Ridge Bank, National Association OCC Charter No.: 18742 RSSD ID: 2847391 FDIC Certificate No.: 28463 EIN: 13-4827156 600 Lexington Avenue, 38th Floor New York, New York 10022 BRB is a national banking association organized and existing under the laws of the United States pursuant to the National Bank Act. The Bank is engaged in commercial banking, wealth management, d
IV. USE OF PROCEEDS
Standard
⚑ Commercial term
IV. USE OF PROCEEDS The aggregate principal amount of the Notes issued on the Closing Date was $350,000,000. The Notes were issued at a price of 99.750% of par, resulting in gross proceeds to the Bank of $349,125,000. After deducting the initial purchasers' discount of $2,275,000 and estimated offering expenses of approximately $1,150,000, the net proceeds to BRB are approximately $345,700,000. The Bank intends to us
V. FEES AND EXPENSES
Standard
⚑ Commercial term
V. FEES AND EXPENSES The following is a summary of the fees and expenses incurred or to be incurred by BRB in connection with the issuance of the Notes. A. Initial Purchasers' discount The aggregate initial purchasers' discount is equal to 0.650% of the aggregate principal amount of the Notes, or $2,275,000. The allocation of the discount among the Initial Purchasers is as follows: The initial purchasers' discount re
VI. PRO FORMA CAPITAL IMPACT
Standard
⚑ Commercial term
VI. PRO FORMA CAPITAL IMPACT A. Intended Capital Treatment The Notes are intended to qualify as Tier 2 capital of BRB under the OCC's capital adequacy regulations set forth in 12 C.F.R. Part 3, which implement the Basel III capital framework. The Bank has structured the Notes to comply with the requirements of 12 C.F.R. § 3.20(d), and the Bank believes the Notes satisfy all of the criteria for inclusion in Tier 2 cap
VII. CONFIRMATION OF COMPLIANCE WITH ORIGINAL NOTICE
Medium
⚑ Forum / governing law
VII. CONFIRMATION OF COMPLIANCE WITH ORIGINAL NOTICE A. Certification of Compliance The Bank hereby certifies that the subordinated notes described herein were issued on the Closing Date of February 24, 2026, in all material respects in accordance with the terms and conditions described in the Bank's Original Notice filed with the OCC (OCC File No. 2026-SUB-0031), which received a Non-Objection Letter from the OCC da
VIII. EXECUTED TRANSACTION DOCUMENTS (ENCLOSURES)
Medium
⚑ Forum / governing law
VIII. EXECUTED TRANSACTION DOCUMENTS (ENCLOSURES) The following executed transaction documents and related materials are enclosed with this Notification or are being provided under separate cover simultaneously herewith. The Bank respectfully requests that these documents be treated as confidential supervisory information to the extent permitted by applicable law and OCC policy.
1. Executed Indenture dated as of February 24, 2026, between Belmont Ridge Bank, National
1. Executed Indenture dated as of February 24, 2026, between Belmont Ridge Bank, National Association, as issuer, and Brindoval Trust Company, National Association, as trustee (together with the form of Rule 144A Global Note attached as Exhibit A thereto).
2. Form of Rule 144A Global Note (included as an exhibit to the Indenture referenced in it
2. Form of Rule 144A Global Note (included as an exhibit to the Indenture referenced in item 1 above).
3. Executed Purchase Agreement dated February 19, 2026, among Belmont Ridge Bank, National
3. Executed Purchase Agreement dated February 19, 2026, among Belmont Ridge Bank, National Association, Wainwright Zanthor & Co., LLC (as Representative of the Initial Purchasers), Redstone Capital Markets LLC, and Kensington Hale Securities Inc.
4. Executed Registration Rights Agreement dated February 24, 2026, among Belmont Ridge Ban
4. Executed Registration Rights Agreement dated February 24, 2026, among Belmont Ridge Bank, National Association and the Initial Purchasers.
5. Final Confidential Offering Memorandum dated February 19, 2026, relating to the Notes.
Medium
⚑ Confidentiality undertaking
5. Final Confidential Offering Memorandum dated February 19, 2026, relating to the Notes.
6. Pricing Term Sheet dated February 19, 2026.
6. Pricing Term Sheet dated February 19, 2026.
7. Certified copy of the Board Resolutions of Belmont Ridge Bank, National Association, ad
7. Certified copy of the Board Resolutions of Belmont Ridge Bank, National Association, adopted on January 28, 2026, authorizing the issuance of the Notes and the execution and delivery of the related transaction documents.
8. Certified copy of the Board Resolutions of Belmont Ridge Financial Group, Inc., adopted
8. Certified copy of the Board Resolutions of Belmont Ridge Financial Group, Inc., adopted on January 28, 2026, acknowledging and consenting to the issuance of the Notes by BRB.
9. Opinion of Calderwood & Harkness LLP (Corporate/Securities) dated February 24, 2026, de
9. Opinion of Calderwood & Harkness LLP (Corporate/Securities) dated February 24, 2026, delivered to the Initial Purchasers in connection with the closing.
10. Tax Opinion of Calderwood & Harkness LLP dated February 24, 2026, regarding the treatm
10. Tax Opinion of Calderwood & Harkness LLP dated February 24, 2026, regarding the treatment of the Notes as indebtedness for U.S. federal income tax purposes.
11. Officer's Certificate of Belmont Ridge Bank, National Association, dated February 24,
11. Officer's Certificate of Belmont Ridge Bank, National Association, dated February 24, 2026 (bring-down of representations and warranties contained in the Purchase Agreement).
12. Secretary's Certificate of Belmont Ridge Bank, National Association, dated February 24
12. Secretary's Certificate of Belmont Ridge Bank, National Association, dated February 24, 2026, certifying the incumbency of officers and the Bank's organizational documents.
13. Copy of the OCC Non-Objection Letter dated February 12, 2026 (OCC File No. 2026-SUB-00
13. Copy of the OCC Non-Objection Letter dated February 12, 2026 (OCC File No. 2026-SUB-0031), provided for reference. The Bank will promptly provide the OCC with any additional documents or information that the OCC may request in connection with this Notification or the issuance of the Notes.
IX. OFFICERS' CERTIFICATION
Standard
⚑ Commercial term
IX. OFFICERS' CERTIFICATION We, the undersigned, duly authorized officers of Belmont Ridge Bank, National Association (OCC Charter No. 18742), hereby certify, on behalf of the Bank and not in our individual capacities, that: (i) the subordinated notes described herein — the 6.750% Fixed-to-Floating Rate Subordinated Notes due 2036, in the aggregate principal amount of $350,000,000 — were issued on February 24, 2026,
X. CONTACT INFORMATION
Medium
⚑ Confidentiality undertaking
X. CONTACT INFORMATION For questions regarding this Notification, the issuance of the Notes, or any of the enclosed documents, please contact the following individuals: Bank Contacts: Diane K. Wexler General Counsel & Corporate Secretary Belmont Ridge Bank, National Association 600 Lexington Avenue, 38th Floor New York, New York 10022 Telephone: (212) 554-8100 Email: dwexler@belmontridgebank.com Jonathan R. Talbott T