Atlantic Coast Financial Corporation (NASDAQ:ACFC) Files An 8-K Termination of a Material Definitive AgreementItem 1.02 Termination of a Material Definitive Agreement.
The information set forth in Item 5.02 is incorporated herein by reference.
Item 2.01 Completion of Acquisition or Disposition of Assets.
Effective May 25, 2018, Atlantic Coast Financial Corporation (the “Company”) merged with and into Ameris Bancorp (“Ameris”), with Ameris continuing as the surviving corporation, to the Agreement and Plan of Merger dated as of November 16, 2017 (the “Merger Agreement”) between the Company and Ameris (the “Merger”).
to the Merger Agreement, each outstanding share of the Company’s common stock was automatically converted into the right to receive $1.39 in cash and 0.17 shares of the common stock of Ameris (the “Merger Consideration”).
Immediately following the Merger, Atlantic Coast Bank, the Florida banking subsidiary that was wholly owned by the Company before the Merger, was merged with and into Ameris Bank, a Georgia banking corporation and wholly owned subsidiary of Ameris.
The foregoing description of the Merger and the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement, which is attached hereto as Exhibit 2.1 and incorporated herein by reference.
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On May 25, 2018, in connection with the anticipated closing of the Merger, the Company notified The Nasdaq Stock Market (“Nasdaq”) that each share of the Company’s common stock would be cancelled and converted into the right to receive the Merger Consideration, and requested that trading of the Company’s common stock on Nasdaq be suspended after the close of trading on May 25, 2018. In addition, the Company requested that Nasdaq file with the Securities and Exchange Commission a Form 25 to delist the Company’s common stock from Nasdaq and to terminate the registration of its common stock under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
Ameris, as the surviving corporation in the Merger, intends to file a Form 15 to suspend the Company’s reporting obligations under Sections 13 and 15(d) of the Exchange Act.
Item 3.03 Material Modification to Rights of Security Holders.
As a result of the Merger, holders of the Company’s common stock immediately prior to the effective time of the Merger ceased having any rights as stockholders of the Company, other than their right to receive the Merger Consideration.
The information set forth in Items 2.01, 3.01, and 5.03 is incorporated herein by reference.
Item 5.01 Changes in Control of Registrant.
The information set forth in Items 2.01 and 5.02 is incorporated herein by reference.
Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.
In connection with the Merger, on May 25, 2018, each of the Company’s directors and executive officers ceased serving in such capacities. Also on May 25, 2018, the respective employment agreements among Atlantic Coast Bank and each of John K. Stephens, Jr., Tracy L. Keegan and Phillip S. Buddenbohm were terminated.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
At the effective time of the Merger, the Articles of Incorporation, as amended, and the Bylaws, as amended and restated, of Ameris, as the surviving corporation of the Merger, became the Articles of Incorporation and Bylaws of the Company, respectively, in accordance with the terms of the Merger Agreement.
The information set forth in Item 2.01 is incorporated herein by reference. The Articles of Incorporation, as amended, and the Bylaws, as amended and restated, of Ameris are included herewith as Exhibits 3.1 through 3.6 and Exhibit 3.7, respectively, and are incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
| 2.1 | Agreement and Plan of Merger dated as of November 16, 2017 by and between Ameris Bancorp and Atlantic Coast Financial Corporation (incorporated by reference to Exhibit 2.1 to Atlantic Coast Financial Corporation’s Current Report on Form 8-K filed with the SEC on November 17, 2017). |
| 3.1 | Articles of Incorporation of Ameris Bancorp, as amended (incorporated by reference to Exhibit 2.1 to Ameris Bancorp’s Regulation A Offering Statement on Form 1-A filed with the SEC on August 14, 1987). |
| 3.2 | Articles of Amendment to the Articles of Incorporation of Ameris Bancorp (incorporated by reference to Exhibit 3.7 to Ameris Bancorp’s Annual Report on Form 10-K filed with the SEC on March 26, 1999). |
| 3.3 | Articles of Amendment to the Articles of Incorporation of Ameris Bancorp (incorporated by reference to Exhibit 3.9 to Ameris Bancorp’s Annual Report on Form 10-K filed with the SEC on March 31, 2003). |
| 3.4 | Articles of Amendment to the Articles of Incorporation of Ameris Bancorp (incorporated by reference to Exhibit 3.1 to Ameris Bancorp’s Current Report on Form 8-K filed with the SEC on December 1, 2005). |
| 3.5 | Articles of Amendment to the Articles of Incorporation of Ameris Bancorp (incorporated by reference to Exhibit 3.1 to Ameris Bancorp’s Current Report on Form 8-K filed with the SEC on November 21, 2008). |
| 3.6 | Articles of Amendment to the Articles of Incorporation of Ameris Bancorp (incorporated by reference to Exhibit 3.1 to Ameris Bancorp’s Current Report on Form 8-K filed with the SEC on June 1, 2011). |
| 3.7 | Bylaws of Ameris Bancorp, as amended and restated effective January 16, 2018 (incorporated by reference to Exhibit 3.1 to Ameris Bancorp’s Current Report on Form 8-K filed with the SEC on January 19, 2018). |
About Atlantic Coast Financial Corporation (NASDAQ:ACFC)
Atlantic Coast Financial Corporation is a thrift holding company. The Company, through its subsidiary, Atlantic Coast Bank (the Bank), a federally chartered and insured stock savings bank supervised by the Office of the Comptroller of the Currency (the OCC), serves the Northeast Florida, Central Florida and Southeast Georgia markets. The Bank focuses on attracting deposits and investing those funds primarily in loans, including commercial real estate loans, consumer loans, first mortgages on owner-occupied, one- to four-family residences and home equity loans. Additionally, the Bank invests funds in multi-family residential loans, commercial business loans, and commercial and residential construction loans. The Bank originates commercial real estate loans and commercial and industrial loans with small to mid-size businesses for the purposes of purchasing real estate and inventory, financing equipment, and providing working capital.
