Ameris Bancorp (NASDAQ:ABCB) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01
| Entry into a Material Definitive Agreement. |
On March 1, 2017, Ameris Bancorp, a Georgia corporation (the
Company), entered into an underwriting agreement (the
Underwriting Agreement) with Stephens Inc. and Keefe, Bruyette
Woods, Inc., as representatives of the several underwriters named
therein (the Underwriters), relating to the offer and sale of
1,750,000 shares of the Companys voting common stock, par value
$1.00 per share, at a public offering price of $46.50 per share.
to the Underwriting Agreement, the Company also granted the
Underwriters an option, exercisable not later than 30 days after
the date of the Underwriting Agreement, to purchase up to an
additional 262,500 shares of common stock. The Company estimates
that the net proceeds from the offering will be approximately
$77.1 million, after deducting underwriting discounts and
commissions and estimated offering expenses that are payable by
the Company, or approximately $88.6 million if the underwriters
exercise their option to purchase additional shares in full. The
offering is expected to close on or about March 6, 2017, subject
to satisfaction of customary closing conditions.
The offer and sale of the common stock was made to a prospectus
supplement dated February 28, 2017 to the prospectus dated
February 27, 2017, that was filed as part of the Companys
Registration Statement on Form S-3 (File No. 333-216254) under
the Securities Act of 1933, as amended, which registration
statement was filed with the U.S. Securities and Exchange
Commission and automatically became effective on February 27,
2017.
The Underwriting Agreement contains representations, warranties
and covenants between the parties, conditions to closing,
indemnification obligations and termination provisions that are
customary for agreements of this nature. The representations,
warranties and covenants contained in the Underwriting Agreement:
(i) were made only for purposes of the Underwriting Agreement and
as of specific dates; (ii) were solely for the benefit of the
parties to the Underwriting Agreement; and (iii) are not
representations of factual information to investors about the
Company or its subsidiaries. The foregoing description of the
Underwriting Agreement is qualified in its entirety by reference
to the full text of the Underwriting Agreement, a copy of which
is attached as Exhibit 1.1 to this Current Report on Form 8-K
(the Report) and is incorporated herein by reference.
to the Underwriting Agreement, directors, executive officers and
certain shareholders of the Company entered into agreements
providing for a 60-day lock-up period with respect to sales of
specified securities of the Company, subject to certain
exceptions.
| Item 8.01 | Other Events. |
On February 28, 2017, the Company issued a press release
announcing the commencement of the offering. A copy of the press
release is attached as Exhibit 99.1 to this Report and is
incorporated herein by reference.
On March 1, 2017, the Company issued a press release announcing
the pricing of the offering of its common stock. A copy of the
press release is attached as Exhibit 99.2 to this Report and is
incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits. |
| 1.1 |
Underwriting Agreement, dated March 1, 2017, between Ameris Bancorp and Stephens Inc. and Keefe, Bruyette Woods, Inc., as representatives of the several underwriters named therein. |
| 5.1 | Opinion of Rogers Hardin LLP. |
| 23.1 | Consent of Rogers Hardin LLP (included in Exhibit 5.1). |
| 99.1 | Press release dated February 28, 2017. |
| 99.2 | Press release dated March 1, 2017. |
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. Ameris Bancorp (NASDAQ:ABCB) Recent Trading Information
Ameris Bancorp (NASDAQ:ABCB) closed its last trading session down -0.30 at 48.00 with 1,506,288 shares trading hands.
