NBHC National Bank Holdings Corporation

Item 1.01. Entry into a Material Definitive Agreement.

On November 5, 2021, National Bank Holdings Corporation (the “Company”) entered into a Subordinated Note Purchase Agreement (the “Purchase Agreement”) with an institutional accredited investor, pursuant to which the Company issued and sold a 3.00% fixed-to-floating rate subordinated note due 2031 (the “Note”) in the principal amount of $40.0 million. The Company intends to use the net proceeds from the sale of the Note for general corporate purposes.

The Note will initially bear interest at 3.00% per annum, beginning November 5, 2021 to but excluding November 15, 2026 (or any earlier redemption date), payable semi-annually in arrears. From and including November 15, 2026 to but excluding November 15, 2031 (or any earlier redemption date) the interest rate shall reset quarterly to an interest rate per annum equal to the then current Three-Month Term SOFR (as defined in the Note) plus 203 basis points, payable quarterly in arrears.  

The Note has a stated maturity of November 15, 2031. Prior to November 5, 2026, the Company may redeem the Note only under certain limited circumstances set forth in the Note.  Beginning on November 5, 2026 through maturity, the Note may be redeemed, at the Company’s option, on any scheduled interest payment date. Any redemption by the Company would be at a redemption price equal to 100% of the principal amount of the Note being redeemed, together with any accrued and unpaid interest on the Note being redeemed to but excluding the date of redemption. The Note is not subject to redemption at the option of the holder.

The Note is an unsecured, subordinated obligation of the Company, and is not an obligation of, and is not guaranteed by, any subsidiary of the Company. The Note is intended to qualify as Tier 2 capital of the Company for regulatory capital purposes.

The Note was offered and sold by the Company in a private placement transaction in reliance on an exemption 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 Rule 506(b) of Regulation D promulgated thereunder.

The form of the Note and the Purchase Agreement are attached as Exhibits 4.1 and 10.1, respectively, to this Current Report on Form 8-K (the “Report”) and are incorporated herein by reference. The foregoing descriptions of the Note and the Purchase Agreement are summaries and are qualified in their entirety by reference to the full text of such documents.