State Bank Financial Corporation (NASDAQ:STBZ) Files An 8-K Completion of Acquisition or Disposition of AssetsITEM 2.01. Completion of Acquisition or Disposition of Assets
Effective September 30, 2017, State Bank and Trust Company ("State Bank"), a wholly-owned subsidiary of State Bank Financial Corporation (the "Company"), completed its previously announced merger with AloStar Bank of Commerce (“AloStar”) to the Agreement and Plan of Merger dated as of June 15, 2017 (the "Merger Agreement"), by and among the Company, State Bank, State Bank Interim Corp. ("Merger Sub"), a wholly-owned subsidiary of State Bank, and AloStar. At the closing, (a) Merger Sub merged with and into AloStar, with AloStar as the surviving bank, and (b) immediately thereafter, AloStar merged with and into State Bank, with State Bank as the surviving bank (collectively, the "Merger").
Under the terms of the Merger Agreement, State Bank acquired all of AloStar's outstanding shares of common stock in an all-cash transaction. The merger consideration equaled one times AloStar's Tangible Book Value (as defined in the Merger Agreement) as of August 31, 2017, as adjusted to the terms of the Merger Agreement. The merger consideration resulted in an aggregate cash payment to AloStar's shareholders of approximately $197.6 million. Each share of the Company's common stock will remain outstanding and be unaffected by the merger.
The foregoing description of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, which is incorporated herein by reference as Exhibit 2.1. A copy of the press release announcing the completion of the Merger is attached as Exhibit 99.1 to this Current Report on Form 8-K.
Item 9.01. Financial Statements and Exhibits
(a) Financial Statements of Business Acquired
The information required by Item 9.01(a) will be filed by amendment as soon as practicable, but no later than 71 calendar days after the date on which this initial report on Form 8-K was required to be filed.
(b) Pro Forma Financial Information
The information required by Item 9.01(b) will be filed by amendment as soon as practicable, but no later than 71 calendar days after the date on which this initial report on Form 8-K was required to be filed.
(d) Exhibits
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Agreement and Plan of Merger by and among State Bank Financial Corporation, State Bank and Trust Company, AloStar Bank of Commerce and State Bank Interim Corp. dated June 15, 2017 (previously filed as Exhibit 2.1 to the Company's Current Report on Form 8-K, filed on June 15, 2017, and incorporated herein by reference) |
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Press Release dated October 02, 2017 |
*Schedules and similar attachments have been omitted to Item 601(b)(2) of Regulation S-K. The registrant will furnish supplementally a copy of any omitted schedules or similar attachment to the SEC upon request.
STATE BANK FINANCIAL CORP ExhibitEX-99.1 2 stbz_ex991xalostarmergerco.htm EXHIBIT 99.1 Exhibit Investor Relations Contact: Sheila Ray 404.239.8684 / [email protected] Bank Financial Corporation Completes Merger Transaction with AloStar Bank of CommerceATLANTA,…To view the full exhibit click here
About State Bank Financial Corporation (NASDAQ:STBZ)
State Bank Financial Corporation is a bank holding company for State Bank and Trust Company (the Bank). The Bank is a Georgia-based state-chartered bank. The Company offers a range of community banking services to individuals and businesses within its markets. Its product line includes loans to small and medium-sized businesses (SMBs), residential and commercial construction and development loans, commercial real estate loans, farmland and agricultural production loans, residential mortgage loans, home equity loans, and consumer loans. It also offers a range of commercial and consumer demand, savings and time deposit products. The Company offers online banking and bill payment services, online cash management, safe deposit box, rentals, debit card and automatic teller machine (ATM) card services, and the availability of a network of ATMs for its customers. It operates over 25 full service banking offices.
