Allegiance Bancshares, Inc. (NASDAQ:ABTX) Files An 8-K Completion of Acquisition or Disposition of AssetsItem 2.01Completion of Acquisition or Disposition of Assets.
On October 1, 2018, Allegiance Bancshares, Inc. ("Allegiance"), a Texas corporation and parent company of Allegiance Bank, completed the acquisition (the “Merger”) of Post Oak Bancshares, Inc. (“Post Oak”), a Texas corporation and parent company of Post Oak Bank, N.A., to the previously announced Agreement and Plan of Reorganization, dated April 30, 2018 (the “Agreement”). Immediately following the Merger, Post Oak Bank, N.A. was merged with and into Allegiance Bank.
Under the terms of the Agreement, each outstanding share of Post Oak was converted into the right to receive 0.7017 shares of Allegiance common stock, plus cash in lieu of any resulting fractional shares. All outstanding Post Oak options were assumed by Allegiance and converted using the 0.7017 exchange ratio. The press release issued by Allegiance announcing the completion of the Merger is attached as Exhibit 99.1 to this Current Report on Form 8-K.
The foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Agreement, which is filed as Exhibit 2.1 hereto and is incorporated herein by reference.
Item 5.02Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
In connection with the Merger, the Board of Directors ("Board") of Allegiance, upon recommendation from Allegiance's Corporate Governance and Nominating Committee, appointed Robert E. McKee III as a Class II Director of Allegiance and director of Allegiance Bank; Louis A. Waters, Jr. as a Class III Director of Allegiance; and Roland L. Williams as a Class I Director of Allegiance, as well as Executive Vice Chairman and a director of Allegiance Bank, each effective October 1, 2018. As of the date of this filing, Messrs. McKee, Waters and Williams have not been appointed to any of Allegiance’s committees.
In connection with the appointments of Messrs. McKee, Waters and Williams, Allegiance will enter into a Director and Officer Indemnification Agreement with each of Messrs. McKee, Waters and Williams, the form of which is filed as Exhibit 10.1 hereto and incorporated herein by reference. Messrs. McKee and Waters will receive fees consistent with those fees received by the existing non-employee directors for service as a director of Allegiance. Mr. Williams will not receive compensation for serving as a director of Allegiance or Allegiance Bank. Since the beginning of the last fiscal year, there have been no related party transactions between Allegiance and Messrs. McKee, Waters or Williams that would be reportable under Item 404(a) of Regulation S-K.
In addition, on September 28, 2018, the Board of Allegiance received a written letter of resignation from Daryl D. Bohls stating that he resigned from the Board of Allegiance, effective as of that day. Mr. Bohls’ decision to resign as a Class I director from the Board was not a result of any dispute or disagreement with Allegiance. Mr. Bohls will continue in his position as Executive Vice President of Allegiance, as well as a director and Chief Credit Officer of Allegiance Bank.
Item 8.01Other Events
On October 1, 2018, Allegiance announced the Board's approval of a stock repurchase program authorizing Allegiance to repurchase up to one million shares of its common stock expiring on October 31, 2019. A copy of the press release issued by Allegiance is attached as Exhibit 99.1 hereto and is incorporated herein by reference.
Item 9.01Financial Statements and Exhibits.
(d) Exhibits. The following are furnished as exhibits to this Current Report on Form 8-K:
Allegiance Bancshares, Inc. ExhibitEX-99.1 2 exhibit991-october12018.htm EXHIBIT 99.1 Exhibit PRESS RELEASE Allegiance Bancshares,…To view the full exhibit click here
About Allegiance Bancshares, Inc. (NASDAQ:ABTX)
Allegiance Bancshares, Inc. is a bank holding company. Through its subsidiary, Allegiance Bank (the Bank), the Company provides a range of commercial banking services primarily to Houston metropolitan area-based small to medium-sized businesses, professionals and individual customers. In addition to banking during normal business hours, the Company offers extended drive-in hours, automated teller machines (ATMs) and banking by telephone, mail and Internet. The Company also provides debit card services, cash management services and wire transfer services, and offers night depository, direct deposits, cashier’s checks, letters of credit and mobile deposits. It also offers safe deposit boxes, automated teller machines, drive-in services and round the clock depository facilities. The Company maintains an Internet banking Website that allows customers to obtain account balances and transfer funds among accounts.
