Me and Goldman Sachs are way too smart, issues a sell , short position on #EVER as well, very nice.
Item 1.01. Entry into a Material Definitive Agreement.On March 9, 2016, EverBank Financial Corp, a Delaware corporation (the "Company") completed the public offering and sale of $90.0 million aggregate principal amount of its 6.00% Fixed-to-Floating Rate Subordinated Notes due 2026 (the "Notes"). The Notes were sold pursuant to an underwriting agreement, dated March 9, 2016 (the "Underwriting Agreement"), by and among the Company, Incapital LLC and U.S. Bancorp Investments, Inc., as representatives of the underwriters named therein. The Underwriting Agreement contains customary representations, warranties and agreements of the Company, and customary conditions to closing, obligations of the parties and termination provisions. The foregoing description is qualified in its entirety by reference to the Underwriting Agreement, a copy of which is attached hereto as Exhibit 1.1 and incorporate a herein by reference.
The Notes have been registered with the Securities and Exchange Commission pursuant to the Company's Registration Statement on Form S-3 (File No. 333-205243) under the Securities Act of 1933, as amended, which was filed and automatically became effective on June 26, 2015.
The Notes were issued pursuant to the Indenture, dated as of June 30, 2015 (the "Indenture"), between the Company and Wells Fargo Bank, National Association, as trustee (the "Trustee"), and the Second Supplemental Indenture, dated as of March 14, 2016 (the "Second Supplemental Indenture"), entered into between the Company and the Trustee. The Indenture, as amended and supplemented by the Second Supplemental Indenture, governs the terms of the Notes and provides that the Notes are unsecured, subordinated debt obligations of the Company and will mature on March 15, 2026. From and including the date of issuance, but excluding March 15, 2021, the Notes will bear interest at an initial rate of 6% per annum. From and including March 15, 2021 and thereafter, the Notes will bear interest at a floating rate equal to 3-month LIBOR as calculated on each applicable date of determination, plus a spread of 470.4 basis points. The foregoing descriptions are qualified in their entirety by reference to the Indenture, the Second Supplemental Indenture and the Global Note. A copy of the Indenture is attached as Exhibit 4.1 to the Company's Form 8-K, filed on June 30, 2015, and incorporated herein by reference. Copies of the Second Supplemental Indenture and Global Note are attached hereto as Exhibits 4.1 and 4.2, respectively, and are 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 in Item 1.01 above with respect to the Indenture, the Second Supplemental Indenture and the Notes is hereby incorporated by reference into this Item 2.03 insofar as it relates to the creation of a direct financial obligation of the Company.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description.
1.1 Underwriting Agreement, dated March 9, 2016, by and among the
Company, Incapital LLC and U.S. Bancorp Investments, Inc., as
representatives of the underwriters named therein.
4.1 Second Supplemental Indenture, dated as of March 14, 2016, by and
between the Company and Wells Fargo Bank, National Association,
as Trustee.
4.2 Global Note, dated as of March 14, 2016, representing $90,000,000
6.00% Fixed-to-Floating Rate Subordinated Notes due 2026.
5.1 Opinion of Alston & Bird LLP regarding the legality of the Notes.
23.1 Consent of Alston & Bird LLP (included in Exhibit 5.1 filed
herewith).
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Here is where the KGB operate.., below this state..
Delaware‘s Underground Bases
Functions: Unknown
Levels: Unknown
Tunnels to: Unknown
Notes: Richard S. Shaver created a stir in AMAZING STORIES Magazine from 1945-1950 after sending a ms. to editor Ray Palmer [who backed Kenneth Arnold’s investigation of the ‘Maury Island/Tacoma’ UFO incident which also involved military industrialist agent Fred L. Crisman — who later happened to be a close associate of Clay Shaw who Attorney James Garrison accused of being the Mafia-CIA go-between in the JFK assassination], Palmer also having publicized Arnold’s own sighting of disc-shaped craft over Mt. Rainier, which became the original source for the term “flying saucers”.
Shaver’s ms. was originally titled A WARNING TO FUTURE MAN, until it was embellished and “occultized” by Palmer to accommodate his metaphysical and science-fiction oriented readership, and re-named I REMEMBER LEMURIA. Shaver told of his experiences where he would “hear peoples thoughts” while working on a certain arc welding machine at an auto plant in Detroit.
The “machine” made him sensitive to the thought-waves of others in the factory, however he claimed that many of the “voices” or thought-waves what he intercepted did not come from the factory but emanated from caverns BELOW Detroit involved a warring subterranean factions known as the dero and the tero, of star-ships, machines capable of transmitting electronically-enhanced focused encephalographic or telepathic beams or rays, and other bizarre and horrific realities.
Shaver also told of how his first visit to “the caves” occurred when a “hologram” of a young woman led him to a cavern entrance; also of his second and last physical visit to a hidden cave entrance on the east coast of Delaware [Bay], via a boat by which he navigated the water-filled passage for a few miles until reaching a “Tero” city.
While there the “Deros”, he claimed, attacked and killed all of his Tero “friends”, but for some reason they left Shaver alive. Shaver left the cave and never returned to the inner world physically, however he continued to receive “thought beams” which claimed to originate from other “Teros” yet which became increasingly occultic and confusions, suggesting, according to some, that the “Deros” were manipulating Shaver in order to bring ridicule to the subject of an underground reality that was on the verge of becoming public knowledge on the surface.
The “Shaver Mystery” DID however provoke much feedback from others who recounted similar experiences with the underground realm, however the highly occultic “messages” that Shaver continued to receive for years afterwards led many to become entangled in deeply occultic practices and belief systems and also paranoid schizophrenic behaviors. Who or whatever was manipulating Shaver’s mind apparently succeeded in dragging many people under their occultic influence.
According to Ray Palmer, who stayed overnight at Shaver’s house on on occasion, he heard five separate and distinct voices one night coming out of Shaver, who was apparently linked to a collective mind via electro-telepathic waves. The “group” of voices which were being channeled through Shaver were matter-of-factly discussing the murder and dismemberment of a woman within “the caves”, and one of the “voices” was stating — according to Palmer — that such things should not be taking place.
Source: AMAZING STORIES Magazine; THE HIDDEN WORLD; SHAVER MYSTERY Magazine; CAVEAT EMPTOR; SHAVERTRON magazine; Richard Shaver, the founder of Ufology?
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