Ameris Bancorp (NASDAQ:ABCB) Files An 8-K Entry into a Material Definitive Agreement

Ameris Bancorp (NASDAQ:ABCB) Files An 8-K Entry into a Material Definitive Agreement

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Item 1.01

Entry into a Material Definitive Agreement.

On December 15, 2016, Ameris Bank (the Bank), the wholly owned
banking subsidiary of Ameris Bancorp, a Georgia corporation (the
Company), entered into a Management and License Agreement (the
Management Agreement) with William J. Villari (Villari) and US
Premium Financing Holding Company, a Florida corporation (USPF),
to which Villari will manage a division of the Bank to be
operated under the name US Premium Finance (the Division) and
which is to be engaged in the business of soliciting,
originating, servicing, administering and collecting loans made
for purposes of funding insurance premiums and other loans made
to persons engaged in the insurance business (collectively, the
Loans). Under the terms of the Management Agreement, Villari will
have the title of President of the Division and will receive an
annual salary of $200,000, plus other benefits comparable to
those provided to officers of the Bank.

In connection with the business of the Division and to the terms
of the Management Agreement, Villari and USPF will license to the
Bank certain marks and other intellectual property held by them
for use in the operation of the Division. The license fee payable
by the Bank to Villari under the Management Agreement is equal to
the pre-tax income of the Division, with certain adjustments,
less an amount that the Bank will retain equal to a 2.15%
annualized return on the average daily outstanding principal
balance of the Loans.

The Management Agreement has an initial term of five years,
commencing on January 3, 2017, after which the Management
Agreement will renew for additional terms of three years each
unless either the Company or Villari provides at least 180 days
written notice of non-renewal to the other. Villari may also
terminate the Management Agreement for convenience (i) effective
as of or after December 31, 2017, as long as the Company has not
acquired at least 30% of the outstanding shares of common stock
of USPF at the time of termination, (ii) effective as of or after
June 30, 2018, as long as the Company has not acquired all of the
outstanding shares of common stock of USPF at the time of
termination, or (iii) if the Bank reduces the size of the
portfolio of Loans that it is willing to fund. In addition,
either party may terminate the Management Agreement in the event
of a material, uncured breach by the other.

In the event of the expiration or termination of the Management
Agreement, the Bank will be bound by a noncompetition covenant
and covenants prohibiting the Bank and its affiliates from
soliciting employees, customers or potential customers of the
Division. Such covenants will extend for two years, except in the
case of a breach by Villari, in which event they will extend for
no more than one year. The parties are also bound by certain
noncompetition covenants during the term of the Management
Agreement and certain confidentiality provisions during the term
of the Management Agreement and for three years thereafter.

Also on December 15, 2016, the Company entered into a Stock
Purchase Agreement (the Purchase Agreement) with Villari to which
the Company will purchase from Villari 4.99% of the outstanding
shares of common stock of USPF. As consideration for such shares,
the Company will issue to Villari 128,572 unregistered shares of
its common stock, par value $1.00 per share (the Villari Shares),
in a private placement transaction to the exemptions from
registration provided in Section 4(a)(2) of the Securities Act of
1933, as amended, and Rule 506 of Regulation D promulgated
thereunder. The transactions contemplated by the Purchase
Agreement are scheduled to close on January 3, 2017, at which
time the parties will also enter into a Registration Rights
Agreement (the Registration Rights Agreement) and a Shareholders
Agreement (the Shareholders Agreement), the form of each of which
is included as an exhibit to the Purchase Agreement.

to the terms of the Registration Rights Agreement, once it has
been executed, the Company will be required to file with the
Securities and Exchange Commission, within 45 days, a
registration statement covering the resale of the Villari Shares.

The Shareholders Agreement, to which USPF and all shareholders of
USPF will become parties, includes certain governance and
preemptive rights and drag-along and tag-along provisions that
are typical where there are minority shareholders in a privately
held corporation. In addition, to the terms of the Shareholders
Agreement, once it has been executed, the Company will be
obligated to purchase from Villari, and Villari will be obligated
to sell to the Company, an additional 25.01% of the outstanding
shares of common stock of USPF (the Additional USPF Shares) on or
before December 31, 2017, subject to the receipt of all necessary
regulatory approvals. As consideration for the Additional USPF
Shares, the Company will pay Villari $12,000,000 in cash and
issue to him an additional 114,285 unregistered shares of the
Companys common stock in a private placement transaction (with
such number of shares to be increased as provided in the
Shareholders Agreement if the average trading price of the
Companys common stock for a period of 30 days immediately prior
to closing is less than $35.00 per share); provided, however,
that if the parties agree to consummate such transactions at a
later date, the cash payable to Villari for the Additional USPF
Shares will increase by $200,000 for each calendar month or
portion thereof beginning January 1, 2018 and continuing through
and including June 30, 2018. Also under the Shareholders
Agreement, Villari will have the right to pursue and institute a
sale of the Division and its assets if the Company does not
complete its purchase of the Additional USPF Shares on or before
December 31, 2017.

The foregoing summary description of the Management Agreement and
the Purchase Agreement, including its exhibits, does not purport
to be complete and is qualified in its entirety by reference to
the full text of such documents, which are attached to this
Current Report on Form 8-K as Exhibits 10.1 and 10.2,
respectively, and which are incorporated herein by reference.

Item 3.02 Unregistered Sales of Equity Securities.

The information provided in Item 1.01 of this Current Report on
Form 8-K is hereby incorporated by reference into this Item 3.02.

Item 7.01 Regulation FD Disclosure.

The Company has scheduled a teleconference for 9:00 a.m. EST on
December 19, 2016, during which the transactions contemplated by
the Management Agreement and the Purchase Agreement will be
discussed. A copy of the slide presentation that the Company will
present during such teleconference is attached to this Current
Report on Form 8-K as Exhibit 99.2. The slide presentation is
also available on the Companys website,www.amerisbank.com,
under the Investor Relations section.

Item 8.01 Other Events.

On December 16, 2016, the Bank entered into a Stipulation to the
Issuance of a Consent Order (the Stipulation) with its bank
regulatory agencies, the Federal Deposit Insurance Corporation
(the FDIC) and the Georgia Department of Banking and Finance (the
GDBF), consenting to the issuance of a consent order (the Order)
relating to weaknesses in the Banks Bank Secrecy Act (together
with its implementing regulations, the BSA) compliance program.
In consenting to the issuance of the Order, the Bank did not
admit or deny any charges of unsafe or unsound banking practices
related to its BSA compliance program.

Under the terms of the Order, the Bank or its board of directors
is required to take certain affirmative actions to comply with
the Banks obligations under the BSA. These include, but are not
limited to, the following: strengthening the board of directors
oversight of BSA activities; enhancing and adopting a revised BSA
compliance program; completing a BSA risk assessment; developing
a revised system of internal controls designed to ensure full
compliance with the BSA; reviewing and revising customer due
diligence and risk assessment processes, policies and procedures;
developing, adopting and implementing effective BSA training
programs; assessing BSA staffing needs and resources and
appointing a qualified BSA officer; establishing an independent
BSA testing program; ensuring that all reports required by the
BSA are accurately and properly filed; and engaging an
independent firm to review past account activity to determine
whether suspicious activity was properly identified and reported.

Prior to implementation, certain of the actions required by the
Order are subject to review by, and approval or non-objection
from, the FDIC and the GDBF. The Order will remain in effect and
be enforceable until it is modified, terminated, suspended or set
aside by the FDIC and the GDBF.

The Bank began taking corrective actions prior to the entry of
the Order after communicating with its regulators and expects
that it will be able to undertake and implement all required
actions within the time periods specified in the Order. The Bank
will incur additional non-interest expenses associated with the
implementation of corrective actions; however, these expenses are
not expected to have a material impact on the results of
operations or financial position of the Bank or the Company.

On December 19, 2016, the Company issued a press release
announcing that it had entered into the Stipulation and the
transactions with Villari and USPF regarding the Division. A copy
of that press release is attached to this Current Report on Form
8-K as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
10.1 Management and License Agreement dated as of December 15,
2016 by and among Ameris Bank, William J. Villari and US
Premium Finance Holding Company.
10.2 Stock Purchase Agreement dated as of December 15, 2016 by and
between Ameris Bancorp and William J. Villari.
99.1 Press release dated December 19, 2016.
99.2 Slide Presentation dated December 19, 2016.

Cautionary Statements Regarding Forward-Looking
Information.

This Current Report contains forward-looking statements as
defined in the Private Securities Litigation Reform Act of 1995.
In general, forward-looking statements usually use words such as
may, believe, expect, anticipate, intend, will, should, plan,
estimate, predict, continue and potential or the negative of
these terms or other comparable terminology. Forward-looking
statements represent managements beliefs, based upon information
available at the time the statements are made, with regard to the
matters addressed; they are not guarantees of future performance.
Forward-looking statements are subject to numerous assumptions,
risks and uncertainties that change over time and could cause
actual results or financial condition to differ materially from
those expressed in or implied by such statements, and readers
should not place undue reliance on forward-looking statements.
The Company undertakes no obligation to publicly revise or update
these forward-looking statements, whether as a result of new
information, future events or otherwise. Readers should also
carefully review the risk factors described in other documents
the Company files from time to time with the Securities and
Exchange Commission. For any forward-looking statements made in
this Current Report on Form 8-K, the exhibits hereto or any
related documents, the Company claims protection of the safe
harbor for forward-looking statements contained in the Private
Securities Litigation Reform Act of 1995.


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 -1.80 at 43.35 with 686,785 shares trading hands.

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