Bridgewater Bancshares Inc (Form: 8-K, Received: 09/01/2022 17:24:57)

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

September 1, 2022

Date of Report

(Date of earliest event reported)

BRIDGEWATER BANCSHARES, INC.

(Exact name of registrant as specified in its charter)

Minnesota

(State or other jurisdiction of

incorporation)

001-38412

(Commission File Number)

26-0113412

(I.R.S. Employer

Identification No.)

4450 Excelsior Boulevard, Suite 100

St. Louis Park, Minnesota

(Address of principal executive offices)

55416

(Zip Code)

Registrant’s telephone number, including area code: (952) 893-6868

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:

☐ 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:

Title of each class:

Trading Symbol

Name of each exchange on which registered:

Common Stock, $0.01 Par Value

Depositary Shares, each representing a 1/100th interest in a share of 5.875% Non-Cumulative Perpetual Preferred Stock, Series A, $0.01 par value per share

BWB

BWBBP

The NASDAQ Stock Market LLC

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. ☐

Item 1.01 Entry into a Material Definitive Agreement.

On September 1, 2022, Bridgewater Bancshares, Inc. (the “Company”) entered into a Second Amendment to Loan and Security Agreement (the “Amendment”) and related amended and restated revolving note (the “Revolving Note”) with ServisFirst Bank (the “Lender”). The Amendment, which amends the Loan and Security Agreement between the Company and the Lender dated March 1, 2021, increased the maximum principal amount of the Company’s revolving line of credit (“Line of Credit”) from $25.0 million to $40.0 million and extended the maturity date of the Line of Credit to September 1, 2024.

Additionally, under the terms of the Line of Credit, the Company is required to pay a non-use fee of 0.20% per annum on the unused portion of the principal amount of the Line of Credit, provided, that the non-use fee will be waived if the Company maintains a stated minimum outstanding balance under the Line of Credit for more than six consecutive calendar months of the loan term. The Amendment increased such stated minimum outstanding balance from $12.5 million to $20.0 million.

The foregoing descriptions of the Amendment and the Revolving Note do not purport to be complete and are qualified in their entirety by reference to the full text of the Amendment and the Revolving Note which are filed as Exhibits 10.1 and 10.2, respectively, to this Current Report on Form 8-K 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 under Item 1.01 is incorporated by reference in this Item 2.03 in its entirety.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit 10.1

Second Amendment to Loan and Security Agreement, dated as of September 1, 2022, by and between Bridgewater Bancshares, Inc., as Borrower, and ServisFirst Bank, as Lender.

Exhibit 10.2

Amended and Restated Revolving Note, dated as of September 1, 2022, made by Bridgewater Bancshares, Inc., as Borrower, to and in favor of ServisFirst Bank, as Lender.

Exhibit 104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

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


	Bridgewater Bancshares, Inc.


Date: September 1, 2022
	By: /s/ Jerry Baack
	Name: Jerry Baack
	Title: Chairman, Chief Executive Officer and President

Exhibit 10.1

SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT

This SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Amendment”) is entered into as of September 1, 2022 by and between BRIDGEWATER BANCSHARES, INC., a corporation organized under the laws of the State of Minnesota (“Borrower”), and SERVISFIRST BANK, an Alabama banking corporation (“Lender”).

PRELIMINARY STATEMENTS. Borrower and Lender have entered into that certain Loan and Security Agreement dated as of March 1, 2021, as amended by that certain First Amendment to Loan and Security Agreement dated July 16, 2021 (said agreement as further amended by any and all modifications or amendments thereto is hereinafter referred to as the “Loan Agreement”; the terms defined in the Loan Agreement are used herein as therein defined). Borrower and Lender wish to amend certain provisions of the Loan Agreement.

NOW, THEREFORE, Borrower and Lender agree as follows:

SECTION 1.Amendments to the Loan Agreement.

(a)

Each of the following definitions in Section 1.01 of the Loan Agreement is hereby amended and restated in its entirety as follows:

(i)

“Commitment” means Lender’s commitment to lend to Borrower up to the sum of $40,000,000 in principal amount outstanding from time to time pursuant to, and subject to, the terms of this Agreement.

(ii)

“Maturity Date” means the earlier of September 1, 2024, or the date the maturity of the Note is accelerated pursuant to Section 7.02 of this Agreement.

(iii)

“Note” means the Amended and Restated Revolving Note, dated September 1, 2022, in the principal amount of $40,000,000, made by Borrower to evidence Borrower’s obligation to repay the Loan and the interest thereon and includes any amendment to such Note and any promissory note given in extension or renewal of, or in substitution for, such Note evidencing Borrower’s obligation to repay the Loan.

(b)

Section 2.01(A) of the Loan Agreement is hereby amended and restated in its entirety as follows:

(A)Subject to the terms and conditions of this Agreement, Lender will lend to Borrower the principal sum of up to $40,000,000 on a revolving basis. Lender shall make Advances under such Loan from time to time until the Maturity Date.

(c)

Section 2.08 of the Loan Agreement is hereby amended and restated in its entirety as follows:

Section 2.08. Non-Use Fee. Borrower shall pay on an annual basis in arrears to Lender a non-use fee equal to .20% (20 bps) multiplied by the average unused

principal amount of the Commitment for the applicable 12-month period (the “Non-Use Fee”), which amount shall be payable no later than 15 days following the first anniversary date of this Agreement (as amended). The Non-Use Fee shall be waived if Borrower has been in compliance with all terms contained in this Agreement and Borrower has been obligated under the Loan for $20,000,000 or more for at least six (6) consecutive calendar months of each applicable twelve (12) month period for the life of the Loan.

SECTION 2.Representations and Warranties of Borrower. Borrower represents and warrants as follows:

(a)

Borrower is duly organized, validly existing and in good standing under the laws of the jurisdiction of its formation.

(b)

The execution, delivery and performance by Borrower of this Amendment and the Loan Agreement, as amended hereby, are within Borrower's powers, have been duly authorized by all necessary action and will not (immediately, or with the passage of time, or with the giving of notice) (1) violate provision of the articles of incorporation or bylaws of Borrower or the Subsidiary Bank, or violate any Laws or result in a default under any contract, agreement, or instrument to which Borrower or the Subsidiary Bank is a party or by which Borrower or the Subsidiary Bank or any of their respective properties are bound or (2) result in the creation or imposition of any security interest in, or lien or encumbrance upon, any of the assets of Borrower or the Subsidiary Bank, except in favor of Lender.

(c)

Borrower has the power and authority to enter into and perform this Amendment, and has taken all corporate action necessary to authorize the execution, delivery, and performance of this Amendment and the Loan Agreement, as amended hereby.

(d)

This Amendment and the Loan Agreement, as amended hereby are valid, binding, and enforceable in accordance with their respective terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws, and judicial decisions affecting the rights of creditors generally and by general principles of equity

(e)

Except to the extent disclosed to Lender in writing, there is no pending or, to Borrower’s knowledge, threatened order, notice, claim, litigation, proceeding or investigation against or affecting Borrower or the Subsidiary Bank, whether or not covered by insurance, that would involve the payment by Borrower or Subsidiary Bank of $500,000.00 or more if adversely determined.

(f)

No Default or Potential Default under the Loan Agreement has occurred and is continuing.

SECTION 3.Conditions of Effectiveness. This Amendment shall become effective when:

(a)

Lender shall have received counterparts of this Amendment executed by Borrower and Lender;

(b)

Lender shall have received the Amended and Restated Revolving Note executed by Borrower; and

(c)

Lender shall have received the document processing fee from Borrower in the amount of $950.

SECTION 4.Reference to and Effect on the Loan Agreement.

(a)

Upon the effectiveness of Section 3 hereof, on and after the date hereof, each reference in the Loan Agreement to “this Agreement”, “hereunder” “hereof”, “herein” or words of like import shall mean and be a reference to the Loan Agreement as amended hereby.

(b)

Except as specifically amended above, the Loan Agreement shall remain in full force and effect and is hereby ratified and confirmed.

(c)

The execution, delivery and effectiveness of this Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of Lender under the Loan Agreement, nor constitute a waiver of any provision of the Loan Agreement.

SECTION 5.Execution in Counterparts. This Amendment may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed to be an original and all of which taken together shall constitute but one and the same instrument.

SECTION 6.Governing Law. The substantive Laws of the United States and the State of Alabama shall govern the construction of this Agreement and the documents executed and delivered pursuant hereto, and the rights and remedies of the parties hereto and thereto.

[Rest of Page Intentionally Left Blank]

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their respective officers thereunto duly authorized, as of the date first above written.

BORROWER:

	BRIDGEWATER BANCSHARES, INC.

	By	/s/ Joe Chybowski
	Name	Joe Chybowski
	Its	Chief Financial Officer

LENDER:

	SERVISFIRST BANK

	By	/s/ William Mellown
	Name	William Mellown
	Its	VP, Correspondent Banking

[Signature Page to Second Amendment to Loan and Security Agreement]

Exhibit 10.2

AMENDED AND RESTATED REVOLVING NOTE

$40,000,000		Birmingham, Alabama
		September 1, 2022

FOR VALUE RECEIVED, BRIDGEWATER BANCSHARES, INC., a corporation organized under the laws of the State of Minnesota (the “Borrower”), promises to pay to the order of SERVISFIRST BANK, an Alabama banking corporation (hereinafter called the “Lender” or, together with any other holder of this note, the “Holder”), the principal sum of FORTY MILLION and 00/100 DOLLARS ($40,000,000) or the aggregate unpaid principal sum advanced hereunder, whichever is less, together with interest on the unpaid balance of said principal sum outstanding from time to time, from the date hereof until paid in full, at the Interest Rate in effect from time to time under that certain Loan and Security Agreement dated March 1, 2021 and subsequently amended, including the Second Amendment dated September 1, 2022, by and between the Borrower and the Lender (as may be further amended from time to time, the “Loan Agreement”; capitalized terms used herein but not otherwise defined herein shall have the meaning assigned to them in the Loan Agreement). Interest shall be calculated on the basis of a 360-day year, by multiplying the product of the principal amount outstanding and the applicable rate by the actual number of days elapsed, and dividing by 360.

This note evidences indebtedness of the Borrower under a revolving line of credit extended by the Lender to the Borrower. In connection therewith, subject to the terms of the Loan Agreement, the Borrower may borrow, repay without penalty or premium, and reborrow hereunder, from the date hereof until the Maturity Date. It is contemplated that by reason of prepayments hereon there may be times when no indebtedness is owing hereunder. Notwithstanding any such occurrence, this note shall remain valid and shall be in full force and effect as to each principal advance made hereunder subsequent to each such occurrence. Each principal advance and each payment thereon made pursuant to this note shall be reflected by the notations made by the Lender on the internal records of the Lender, and the Lender is hereby authorized to record thereon such principal advances and payments with copies of such notations provided to Borrower, which copies shall be deemed a part of this note. The aggregate unpaid amounts reflected by the notations on said internal records shall be deemed rebuttably presumptive evidence of the principal amount remaining outstanding and unpaid on this note. No failure of the Lender to record any advance or payment shall limit or otherwise affect the obligation of the Borrower hereunder with respect to any advance, and no payment of the principal by the Borrower shall be affected by the failure of the Lender to record the same.

Principal and interest on the indebtedness evidenced by this note shall be due and payable at such times, and on such other terms and conditions, as are set forth in the Loan Agreement. To the extent the Loan Agreement would require the Borrower to pay late fees or other amounts to the Lender under certain circumstances, the Borrower shall pay such late fees and other amounts in accordance with the terms of the Loan Agreement. To the extent the Loan Agreement would increase the interest rate payable on the indebtedness evidenced by this note under certain default conditions or other circumstances, such interest rate shall be increased in accordance with the terms of the Loan Agreement.

All payments due under this note shall be made to the Holder at the office of the Lender at 2500 Woodcrest Place, Birmingham, Alabama 35209, or at such other place as the Holder may designate. All such payments shall be made in legal tender of the United States of America in immediately available funds. If any payment of principal or interest on this note shall become due on a Saturday, Sunday or any day on which the Holder is legally closed to business, such payment shall automatically be deemed to be due on the next succeeding business day. Time is of the essence with respect to the payment of every installment of principal and of interest hereunder and the performance of every other covenant made by the undersigned under this note, the Loan Agreement, the Collateral Documents and any agreement which secures the payment of this note.

The Borrower hereby waives demand, presentment, dishonor, notice of dishonor and any other requirement necessary to hold it obligated hereon. The Borrower hereby agrees that any collateral now or hereafter held for the obligations of the Borrower under this note may hereafter be released, compromised, or exchanged, and that the Holder may fail to perfect its lien or security interest in such collateral or may permit the perfection of its lien or security interest in such collateral to lapse, all without in any way affecting or releasing the liability of the Borrower under this note.

The Borrower agrees to pay all intangibles taxes, documentary stamp taxes, recording fees or taxes and other taxes and fees due to any governmental authority in connection with the execution and delivery of this note, the Loan Agreement, or any other agreement that provides collateral for this note. The Borrower agrees to pay all costs and expenses, including reasonable attorneys’ fee, incurred by the Holder of this note in collecting or attempting to collect this note.

The Holder shall not by any act, delay, omission or otherwise be deemed to have waived any of its rights or remedies under this note, the Loan Agreement, any agreement which provides collateral for this note, or applicable law. All rights and remedies of the Holder under this note, the Loan Agreement, any such agreement providing collateral for this note, and applicable law shall be cumulative and may be exercised successively or concurrently. This note shall be governed by and construed in accordance with the laws of the United States and of the State of Alabama. Any provision of this note which shall be deemed to be unenforceable or invalid under any such law shall be ineffective only to the extent of such unenforceability or invalidity, without affecting the enforceability or validity of any other provision hereof.

This note has been executed by the Borrower without condition that anyone else should sign or become bound hereunder and without any other conditions whatever being made. The provisions hereof are binding on the successors and assigns of the Borrower, and shall inure to the benefit of the Holder, its successors and assigns.

This note amends and restates that certain Revolving Note made by Borrower and payable to Lender in the original principal amount of $25,000,000, dated March 1, 2021 (the “Original Note”). Borrower acknowledges and agrees that this note is issued in substitution for and replacement of, but not in payment of, the Original Note. This note shall in no event be deemed to constitute a waiver, novation, release, discharge or other extinguishment of the

indebtedness evidenced by the Original Note, which continues in full force and effect, as amended and restated by the terms of this note.

IN WITNESS WHEREOF, the undersigned has executed and delivered this Revolving Note as an instrument under seal on the date first above written.


	BRIDGEWATER BANCSHARES, INC.
	By:	/s/ Joe Chybowski
	Name:	Joe Chybowski
	Its:	Chief Financial Officer



	Address:	Bridgewater Bancshares, Inc.
		4450 Excelsior Blvd, Ste. 100
		St. Louis Park, MN 55416
		Attention: Jerry Baack

	Tax ID Number: 26-0113412