[8-K/A] Mid Penn Bancorp, Inc. Amends Material Event Report

Rhea-AI Filing Summary

Broadcom Inc. (NASDAQ: AVGO) filed a Form 8-K dated 11 July 2025 detailing two related capital-structure actions.

1. Termination of Existing Credit Agreement (Item 1.02)
• The company repaid in full and terminated its August 15 2023 credit agreement, which originally provided a $30.4 billion term-loan facility.
• Immediately before repayment, $6.0 billion of principal was outstanding; the facility would have matured in 2028 and bore interest at a floating rate (alternate base rate or Term SOFR plus a ratings-based margin).

2. New Senior-Notes Offering (Item 8.01)
• On 7 July 2025 Broadcom executed an underwriting agreement to issue $6.0 billion of unsecured senior notes:

• $1.75 billion 4.600% notes due 2030
• $1.75 billion 4.900% notes due 2032
• $2.50 billion 5.200% notes due 2035

• The notes rank pari passu with all other unsecured, unsubordinated obligations but are not guaranteed by subsidiaries, resulting in structural subordination to subsidiary debt.
• Net proceeds, together with cash on hand, were used to retire the term-loan facility described above.

Strategic Implications
• The transaction shifts $6 billion of floating-rate bank debt maturing in 2028 to fixed-rate public notes maturing between 2030–2035, extending Broadcom’s maturity ladder and removing variable-rate exposure.
• No financial statements were included; therefore, changes to leverage, coverage, or liquidity ratios are not quantified within this filing.

Positive

• Repayment of $6 billion outstanding on the 2023 term loan eliminates near-term 2028 maturity exposure.
• Issuance of $6 billion fixed-rate senior notes locks in rates through 2030–2035, reducing floating-rate risk.
• Proactive balance-sheet management demonstrates access to deep capital markets via tier-one underwriters.

Negative

• New notes lack subsidiary guarantees, making them structurally subordinated to subsidiary indebtedness.
• Longer-dated fixed coupons may carry higher nominal interest cost versus previous floating-rate loan, though figures are not provided.

Insights

Senior Financial Analyst

TL;DR – Broadcom refinances $6B term loan with $6B fixed-rate notes, extending maturities and eliminating floating-rate exposure.

Repaying the 2028 term loan with longer-dated fixed coupons simplifies Broadcom’s debt stack and locks in rates amid volatile benchmarks. The action is leverage-neutral (same principal) yet modestly beneficial to cash-flow predictability, as interest expense is now fixed through 2030–2035. While coupon levels are above recent SOFR prints, management gains certainty and avoids future spread step-ups linked to credit ratings. Overall, the move demonstrates proactive balance-sheet management and preserves liquidity by using market demand rather than cash reserves alone.

Credit Analyst

TL;DR – Refinance is structurally pari passu at parent level but notes lack subsidiary guarantees, leaving some credit risk unchanged.

From a credit standpoint, Broadcom swapped bank debt for capital-markets debt without altering total leverage. Fixed coupons mitigate rate volatility but are structurally subordinated to subsidiary liabilities because no guarantees are provided. Consequently, recovery prospects in a stress scenario could be marginally weaker for noteholders versus previous bank lenders who held upstream guarantees. The longer tenors modestly improve the company’s liquidity horizon yet leave overall leverage and subordination profile largely intact, producing a neutral credit impact.

MID PENN BANCORP INC true 0000879635 0000879635 2025-04-30 2025-04-30

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K/A

(Amendment No. 1)

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 30, 2025

MID PENN BANCORP, INC.

(Exact Name of Registrant as Specified in its Charter)

Pennsylvania		1-13677		25-1666413
(State or Other Jurisdiction of Incorporation or Organization)		(Commission File Number)		(I.R.S. Employer Identification Number)

2407 Park Drive Harrisburg, Pennsylvania		1.866.642.7736		17110
(Address of Principal Executive Offices)		(Registrant’s telephone number, including area code)		(Zip Code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

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

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $1.00 par value per share		MPB		The NASDAQ Stock Market LLC

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))

Indicate by check mark whether the registrant is an emerging growth company as defined in 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. ☐

MID PENN BANCORP, INC.

FORM 8-K

Explanatory Note

On April 30, 2025, Mid Penn Bancorp, Inc. (the “Mid Penn”), pursuant to an Agreement and Plan of Merger, dated as of October 31, 2024 (the “Merger Agreement”), between Mid Penn and William Penn Bancorporation (“William Penn”), completed its acquisition of William Penn. On May 1, 2025, Mid Penn filed a Current Report on Form 8-K stating that it had completed the acquisition and that the financial information required under Items 9.01(a) and 9.01(b) would be filed within 71 days after the date on which the Current Report on Form 8-K was required to be filed. This amended Current Report on Form 8-K/A contains the required financial statements.

Item 9.01 Financial Statements and Exhibits.

(a) Financial Statements of Business Acquired.

The financial information required by this Item 9.01(a) of Form 8-K is attached as Exhibit 99.2 to this Current Report on Form 8-K/A.

(b) Pro Forma Financial Information.

The financial information required by this Item 9.01(b) of Form 8-K is attached as Exhibit 99.3 to this Current Report on Form 8-K/A.

(d) Exhibits:

Exhibit No.
99.2		Unaudited financial statements for William Penn Bancorporation for the six months ended December 31, 2024.
99.3		Unaudited pro forma condensed combined financial statements as of and for the year ended December 31, 2024.
104		Cover Page Interactive Date File (embedded within the 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 hereunto duly authorized.

				MID PENN BANCORP, INC.
Dated: July 11, 2025
				By:		/s/ Rory G. Ritrievi
						Rory G. Ritrievi
						President and Chief Executive Officer

FAQ

Why did Broadcom (AVGO) terminate its $30.4 billion term-loan facility?

The company used proceeds from a new $6 billion senior-notes offering, plus cash on hand, to repay the remaining $6 billion outstanding and close the facility.

What are the key terms of Broadcom's new senior notes issued in July 2025?

Broadcom sold $1.75 billion 4.600% notes due 2030, $1.75 billion 4.900% notes due 2032 and $2.5 billion 5.200% notes due 2035.

Are the new Broadcom notes secured or guaranteed?

The notes are unsecured and unsubordinated at the parent level and are not guaranteed by subsidiaries, making them structurally subordinated.

How does the refinancing affect Broadcom's debt maturity schedule?

The company replaces a 2028 floating-rate maturity with fixed-rate maturities in 2030, 2032 and 2035, extending its maturity ladder.

Were any financial statements or pro-forma leverage metrics included in the 8-K?

No. The filing contains no financial statements, so changes to leverage or interest expense are not quantified.