Ameris Bancorp (NASDAQ:ABCB) Files An 8-K Completion of Acquisition or Disposition of AssetsItem 2.01 Completion of Acquisition or Disposition of Assets.
On June 29, 2018, Ameris Bancorp (the “Company”) completed its previously announced merger with Hamilton State Bancshares, Inc. (“Hamilton”), to an Agreement and Plan of Merger dated as of January 25, 2018 between the Company and Hamilton (the “Merger Agreement”). In connection with closing, Hamilton merged with and into the Company, with the Company as the surviving corporation (the “Merger”). to the Merger Agreement, each share of the voting common stock and non-voting common stock of Hamilton issued and outstanding immediately prior to the closing of the Merger was automatically converted into the right to receive $0.93 in cash and 0.16 shares of the common stock of the Company. In addition, all of Hamilton’s outstanding restricted stock units which were vested at the effective time of the Merger, including those for which vesting was accelerated as a result of the consummation of the Merger, were converted into the right to receive the same merger consideration per share as the outstanding shares of Hamilton voting common stock and non-voting common stock.
As a result of the closing of the Merger, the Company will pay approximately $38.0 million to the former shareholders of Hamilton and issue to such shareholders approximately 6.54 million shares of the Company’s common stock, which shares had an aggregate value of approximately $348.9 million based on the closing price of the Company’s common stock on June 29, 2018.
Also, in accordance with the Merger Agreement and at the effective time of the Merger, all of Hamilton’s outstanding stock options fully vested and, together with all of Hamilton’s outstanding warrants, were cancelled in exchange for cash consideration of $9.06 for each share of Hamilton stock for which such option or warrant was exercisable, less the applicable per share exercise price of such option or warrant. As a result, at closing, the Company paid approximately $9.7 million to the holders of such cancelled warrants and Hamilton paid, on behalf of the Company, approximately $8.0 million to the holders of such cancelled options.
Each outstanding share of the Company’s common stock remained outstanding and was unaffected by the Merger. Immediately following the Merger, Hamilton State Bank, a Georgia banking corporation and formerly a wholly owned subsidiary of Hamilton, merged with and into Ameris Bank, a Georgia banking corporation and wholly owned subsidiary of the Company, with Ameris Bank surviving such merger.
The description contained herein of the Merger Agreement is qualified in its entirety by reference to the terms of such document, which is attached hereto as Exhibit 2.1 and 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.
In connection with the Merger, the Company assumed all of Hamilton’s obligations with respect to $3,093,000 of its Fixed/Floating Rate Junior Subordinated Deferrable Interest Debentures due 2035, originally issued by Hamilton (as successor by merger to Cherokee Banking Company) to an Indenture between Hamilton and Wilmington Trust Company, as Trustee, dated as of November 10, 2005, as supplemented by that certain Supplemental Indenture dated as of February 17, 2014 (as so supplemented, the “Indenture”), which debentures bear interest at a rate of 1.50% plus the LIBOR rate for U.S. dollar deposits with a three-month maturity. The Company assumed such obligations to a Second Supplemental Indenture dated as of June 29, 2018 by and among the Company, Hamilton and Wilmington Trust Company (the “Second Supplemental Indenture”).
The descriptions contained herein of the Indenture and the Second Supplemental Indenture are qualified in their entirety by reference to the terms of such documents, which are attached hereto as Exhibits 4.1 and 4.2, respectively, and incorporated herein by reference.
Item 8.01 Other Events.
On July 2, 2018, the Company issued a press release announcing the closing of the Merger. A copy of that press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
| (a) | Financial Statements of Businesses Acquired. |
The financial statements required by Item 9.01(a) of Form 8-K will be filed by amendment within 71 days after the date upon which this Current Report on Form 8-K was required to be filed with the SEC.
| (b) | Pro Forma Financial Information. |
Pro forma financial information required will be filed by amendment within 71 days after the date upon which this Current Report on Form 8-K was required to be filed with the SEC.
Ameris Bancorp ExhibitEX-4.1 2 tv497763_ex4-1.htm EXHIBIT 4.1 Exhibit 4.1 CHEROKEE BANKING COMPANY,…To view the full exhibit click here
About Ameris Bancorp (NASDAQ:ABCB)
Ameris Bancorp is a financial holding company. The Company’s business is conducted through its banking subsidiary, Ameris Bank (the Bank), which provides a range of banking services to its retail and commercial customers. The Company operates through four segments: the Banking Division, the Retail Mortgage Division, the Warehouse Lending Division and the SBA Division. The Banking Division is engaged in the delivery of financial services, which include commercial loans, consumer loans and deposit accounts. The Retail Mortgage Division is engaged in the origination, sales and servicing of one- to four-family residential mortgage loans. The Warehouse Lending Division is engaged in the origination and servicing of warehouse lines to other businesses that are secured by underlying one- to four-family residential mortgage loans. The SBA Division is engaged in the origination, sales and servicing of small business administration (SBA) loans.
