Bancorp,Inc. (NASDAQ:TBBK) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01.Entry into a Material Definitive Agreement
On February 5, 2019, FNCB Bancorp, Inc. (the “Company”) and its wholly-owned subsidiary, FNCB Bank,entered into an underwriting agreement (the “Underwriting Agreement”) with Performance Trust Capital Partners, LLC, as representative for the several underwriters contained therein (collectively, the “Underwriters”), to issue and sell 2,857,000 shares of the Company’s common stock, $1.25 par value per share (“Common Stock”), in an underwritten public offering (the “Offering”) at a per share price to the public of $7.00. As part of the Offering, the Company granted the Underwriters a 30-day option to purchase up to an additional 428,550 shares of Common Stock at the public offering price less the underwriting discount (the “Option”). The Underwriters elected to exercise the Option in full on February 6, 2019. The Offering of an aggregate of 3,285,550 shares was completed on February 8, 2019, to the terms of the Underwriting Agreement. The underwriting discounts were $0.35 per share sold in the Offering. The net proceeds of the Offering, after underwriting discounts and estimated expenses, and including the Underwriter’s exercise of the Option, were approximately $21.2 million.
The Underwriting Agreement contains customary representations, warranties and agreements of the Company and its wholly-owned subsidiary, FNCB Bank, customary conditions to closing, obligations of the parties, and termination provisions. The foregoing description is qualified in its entirety by reference to the Underwriting Agreement, a copy of which is attached hereto as Exhibit 1.1 and incorporated herein by reference.
to the Underwriting Agreement, directors and certain executive officers of the Company entered into agreements in substantially the form included as an exhibit to the Underwriting Agreement providing for a 90-day “lock-up” period with respect to sales of specified securities, subject to certain exceptions.
Cozen O’Connor, counsel to the Company, has issued an opinion to the Company with respect to the validity of the Common Stock to be issued and sold in the offering, a copy of which is filed as Exhibit 5.1 to this Current Report on Form 8-K.
The offer and sale of shares of Common Stock sold in the Offering were registered under the Securities Act of 1933, as amended, to an effective shelf registration statement on Form S-3 (Registration No.333-227599) filed with the Securities and Exchange Commission on September 28, 2018, and declared effective on October 9, 2018. The offer and sale of the shares of Common Stock in the Offering are described in the Company’s prospectus constituting a part of the Registration Statement, as supplemented by a final prospectus supplement dated February 6, 2019.
Item 9.01.Financial Statements and Exhibits.
Opinion of Cozen O’Connor regarding the legality of the Common Stock.
Consent of Cozen O’Connor (included in Exhibit 5.1 filed herewith).
FNCB Bancorp, Inc. Exhibit
EX-1.1 2 ex_134233.htm EXHIBIT 1.1 ex_134233.htm Exhibit 1.1 2,…
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About Bancorp,Inc. (NASDAQ:TBBK)
The Bancorp, Inc. is a financial holding company, which operates through its subsidiary, The Bancorp Bank (the Bank). The Bank is a chartered commercial bank located in Wilmington, Delaware and is a Federal Deposit Insurance Corporation (FDIC) insured institution. The Company operates through three segments: specialty finance, payments and corporate. The specialty finance segment includes commercial mortgage loan sales, small business administration (SBA) loans, leasing and security backed lines of credit (SBLOC), and any deposits generated by those business lines. The payments segment includes prepaid cards, card payments, automated clearing house (ACH) processing and healthcare accounts. The corporate segment includes the Company’s investment portfolio and corporate overhead, and other non-allocated expenses. Through the Bank, the Company also provides deposit generating banking services.