CAROLINA FINANCIAL CORPORATION (NASDAQ:CARO) Files An 8-K Completion of Acquisition or Disposition of Assets
ITEM 2.01 Completion of Acquisition or Disposition of Assets.
As previously reported, effective March 18, 2017, Carolina
Financial Corporation (Carolina Financial), the holding company
for CresCom Bank, completed its acquisition of Greer Bancshares
Incorporated (Greer), the holding company for Greer State Bank,
to the Agreement and Plan of Merger, dated as of November 7,
2016, between Carolina Financial and Greer. At closing, Greer
merged with and into Carolina Financial, with Carolina Financial
as the surviving corporation, and Greer State Bank, a South
Carolina state bank, also merged with and into CresCom Bank, a
South Carolina state bank, with CresCom Bank surviving the merger
and continuing its corporate existence.
Under the terms of the Agreement and Plan of Merger, Greer
shareholders have the right to receive either $18.00 in cash or
0.782 shares of Carolina Financial common stock, or a combination
thereof, for each share of Greer common stock they owned
immediately prior to the merger, subject to the limitation that
10% of the outstanding shares of Greer common stock will be
exchanged for cash and 90% of the outstanding shares of Greer
common stock will be exchanged for shares of Carolina Financial
common stock. Materials instructing the former shareholders of
Greer on the procedures to make the stock / cash election and
surrender their Greer certificates were mailed on March 27, 2017
and the election deadline is 5:00 p.m. Eastern Time on May 17,
2017.
The foregoing description of the Agreement and Plan of Merger
does not purport to be complete and is qualified in its entirety
by reference to the Agreement and Plan of Merger, which is
incorporated herein by reference as Exhibit 2.1.
This report is being amended to add the required historical and
pro forma financial statements as exhibits within the time period
permitted by the instructions to Form 8-K.
Forward-Looking Statements
This Form 8-K contains certain forward-looking statements,
including certain plans, expectations, goals, and projections,
and including statements about the benefits of the merger between
Carolina Financial and Greer, which are subject to numerous
assumptions, risks, and uncertainties. Actual results could
differ materially from those anticipated by such statements for a
variety of factors including, without limitation: the businesses
of Carolina Financial and Greer may not be integrated
successfully or such integration may take longer to accomplish
than expected; the expected cost savings and any revenue
synergies from the merger may not be fully realized within the
expected timeframes; disruption from the merger may make it more
difficult to maintain relationships with clients, associates, or
suppliers; changes in economic conditions; movements in interest
rates; competitive pressures on product pricing and services;
success and timing of other business strategies; the nature,
extent, and timing of governmental actions and reforms; and
extended disruption of vital infrastructure; and other factors
described in Carolina Financials Annual Report on Form 10-K and
documents subsequently filed by Carolina Financial with the
Securities and Exchange Commission. All forward-looking
statements included in this Form 8-K are based on information
available at the time of the filing. Carolina Financial assumes
no obligation to update any forward-looking statement.
ITEM 9.01 Financial Statements and Exhibits
| (a) | Financial Statements of Business Acquired. |
The audited consolidated financial statements of Greer as of
December 31, 2016 and December 31, 2015, and the independent
auditors report thereon, as well as the accompanying notes
thereto, are filed as Exhibit 99.1.
| (b) | Pro Forma Financial Information. |
Unaudited pro forma condensed combined financial statements of
Carolina Financial and Greer as of and for the year ended
December 31, 2016, are filed as Exhibit 99.2.
| (d) | Exhibits |
| Exhibit Number | Description | |
| 2.1 |
Agreement and Plan of Merger by and between Carolina Financial Corporation and Greer Bancshares Incorporated, dated November 7, 2016 (incorporated by reference to Exhibit 2.2 to Carolina Financials Registration Statement on Form S-3 (File Number 333-215312) filed on December 23, 2016). |
|
| 23.1 | Consent of Elliott Davis Decosimo, LLC. | |
| 99.1 |
Audited Consolidated Financial Statements of Greer as of December 31, 2016 and December 31, 2015, and the Independent Auditors Report thereon, as well as the accompanying Notes thereto. |
|
| 99.2 |
Unaudited Pro Forma Condensed Combined Financial Statements of Carolina Financial and Greer as of and for the year ended December 31, 2016. |
About CAROLINA FINANCIAL CORPORATION (NASDAQ:CARO)
Carolina Financial Corporation is a bank holding company. The Company operates through CresCom Bank, a South Carolina state-chartered bank (the Bank). The Company operates through three segments: community banking, wholesale mortgage banking (mortgage banking) and other. The Company’s community banking segment provides traditional banking services offered through CresCom Bank. The mortgage banking segment provides wholesale mortgage loan origination and servicing offered through Crescent Mortgage Company. The other segment provides managerial and operational support to the other business segments through Carolina Services and Carolina Financial. CresCom Bank provides a range of commercial and retail banking financial services to meet the financial needs of its customers through its branch network in South Carolina and North Carolina. It provides commercial and residential real estate mortgage loans, real estate construction loans, commercial and industrial loans, and consumer loans. CAROLINA FINANCIAL CORPORATION (NASDAQ:CARO) Recent Trading Information
CAROLINA FINANCIAL CORPORATION (NASDAQ:CARO) closed its last trading session down -0.21 at 29.96 with shares trading hands.