First Bancorp (NASDAQ:FBNC) Files An 8-K Completion of Acquisition or Disposition of Assets
Item 2.01. Completion of Acquisition or Disposition of Assets.
Effective March 3, 2017, First Bancorp (the Company), the holding
company for First Bank, completed its previously announced merger
with Carolina Bank Holdings, Inc. (CLBH), the holding company for
Carolina Bank, to that certain Agreement and Plan of Merger and
Reorganization, dated as of June 21, 2016 (the Merger Agreement),
by and between the Company and CLBH, whereby CLBH merged with and
into the Company (the Merger), with the Company surviving.
Under the terms of the Merger Agreement, CLBH shareholders have
the right to receive either $20.00 in cash or 1.002 shares of the
Companys common stock, or a combination thereof, for each CLBH
share they owned immediately prior to the Merger, subject to the
limitation that 25% of the outstanding shares of CLBH common
stock will be exchanged for cash and 75% of the outstanding
shares of CLBH common stock will be exchanged for shares of the
Companys common stock.
Immediately following the consummation of the Merger, Carolina
Bank, a North Carolina-chartered commercial bank, merged with and
into First Bank, a North Carolina-chartered commercial bank, with
First Bank surviving.
The foregoing description of the Merger Agreement and the
transactions described herein does not purport to be complete and
is qualified in its entirety by reference to the Merger
Agreement, which is incorporated herein by reference as Exhibit
2.1.
Item 2.03. Creation of a Direct Financial Obligation
under an Off-Balance Sheet Arrangement of Registrant.
In connection with the Merger, to a First Supplemental Indenture
dated March 3, 2017, by and between the Company and Wells Fargo
Bank, National Association, as Trustee, the Company assumed all
of CLBHs obligations with respect to its outstanding trust
preferred securities, including $10,310,000 of unsecured junior
subordinated debt, due 2035, related to Carolina Capital Trust,
an unconsolidated Delaware statutory trust, with an interest rate
equal to LIBOR plus 2.00%.
The transaction documents governing the trust preferred
securities, including the supplemental indenture and the original
indenture have not been filed herewith to Item 601(b)(4)(v) of
Regulation S-K under the Securities Act of 1933, as amended. The
Company agrees to furnish a copy of such transaction documents to
the Securities and Exchange Commission upon request.
Item 5.02. Departure of Directors or Certain Officers;
Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
Effective upon the consummation of the Merger, Donald H. Allred
and Abby J. Donnelly, each of whom were members of the CLBH Board
of Directors immediately prior to the consummation of the Merger,
were appointed to the Companys Board of Directors, which has been
expanded to 12 members.
On March 9, 2017, the Company entered into the First Amendment of
the Employment Agreement made and entered into on August 28, 2012
by and between the Company and Richard H. Moore (the First
Amendment). The First Amendment revises certain post termination
health care benefits; amends provisions related to a Change in
Control and Competitive Business Activities; includes a provision
regarding compliance with Section 280G of the Internal Revenue
Code; and amends base salary, short-term and long-term incentives
as approved by the Companys Compensation Committee and Board of
Directors.
The foregoing description of the First Amendment is qualified in
its entirety by reference to the full text of the First
Amendment, a copy of which is filed as Exhibit 3.1 to this report
and is incorporated herein by reference.
Item 5.03 Amendment to Articles of Incorporation or
Bylaws; Change in Fiscal Year
Second Amended and Restated Bylaws
Effective upon the consummation of the Merger, on March 3, 2017,
the Companys Board of Directors amended and restated the bylaws
for the second time (as so amended and restated, the Second
Amended and Restated Bylaws). The Second Amended and Restated
Bylaws replace and supersede in their entirety the then existing
Amended and Restated Bylaws of the Company (the Prior Bylaws)
Substantive amendments to the Prior Bylaws include:
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Shareholder Proposals. The Prior Bylaws provided that, for a shareholder to properly bring business before the annual meeting the shareholder had to give written notice not less than sixty (60) nor more than ninety (90) days before the first anniversary of the preceding years annual meeting. The Second Amended and Restated Bylaws revise this notice period to not less than sixty (60) days before the first anniversary of the mailing date of the Companys proxy statement in connection with the last annual meeting and do not have a maximum amount of time within which notice may be given. |
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Number of Directors. The Prior Bylaws provided that the Companys Board of Directors would consist of not less than three (3) nor more than eighteen (18) directors. The Second Amended and Restated Bylaws increase these numbers to not less than seven (7) nor more than twenty-five (25) directors. |
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Age of Directors. The Prior Bylaws provided that no individual could serve on the Board of Directors at any time after such individuals seventy-fifth (75th) birthday. The Second Amended and Restated Bylaws reduce the maximum age at which a director may stand for election to seventy-two (72), absent specific approval of an exception by the Board. |
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Notice of Director Nominations by Shareholders. The Prior Bylaws provided that a shareholder wishing to nominate a director had to provide the Company notice not less than sixty (60) nor more than ninety (90) days prior to the first anniversary of the preceding years annual meeting. The Second Amended and Restated Bylaws change this notice period to not less than fifty (50) nor more than seventy-five (75) days before the first anniversary of the date of the Companys proxy statement in connection with the last meeting of shareholders called for the election of directors. |
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Cumulative Voting. The Prior Bylaws provided that shareholders could cumulate their votes for the election of directors if the proxy statement so provided or if the shareholder wishing to do so gave notice of such intent. This right has been eliminated by the Second Amended and Restated Bylaws to be consistent with Section 55-7-28(e) of the North Carolina Business Corporation Act, which effectively eliminated cumulative voting for most publicly-traded North Carolina corporations. |
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Evaluation of Business Combinations. The Prior Bylaws did not speak to the evaluation of business combinations by the Board of Directors. The Second Amended and Restated Bylaws provide that the Board of Directors shall, in conjunction with the exercise of its judgment in determining what is in the best interests of the Company, give due consideration to all relevant factors, including without limitation, the social and economic effects on the employees, customers, and other constituents of the Company and in the communities in which the Company operates or is located. |
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Indemnification. The Second Amended and Restated Bylaws clarify and modernize the indemnification provisions of the Prior Bylaws by providing that 1) the Company shall not be liable to indemnify a claimant for any amounts paid in settlement of any proceeding without the Companys written consent; and 2) no claimant shall be entitled to bring suit against the Company until sixty (60) days after a written claim has been received by the Company. |
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Exclusive Forum. The Second Amended and Restated Bylaws designate North Carolina courts as the exclusive forum to resolve disputes pertaining to certain corporate governance matters. |
The Second Amended and Restated Bylaws also contain various
technical, conforming and clarifying changes that more accurately
reflect the currently applicable provisions of the North Carolina
Business Corporation Act and the Companys governance practices.
The foregoing description of the Second Amended and Restated
Bylaws is qualified in its entirety by reference to the full text
of the Second Amended and Restated Bylaws, a copy of which is
filed as Exhibit 4.1 to this report and is incorporated herein by
reference.
Additional Information About the CLBH Acquisition and
Where to Find It
The Company has filed relevant documents concerning the CLBH
acquisition with the SEC, including a registration statement on
Form S-4 which includes a proxy statement/prospectus.
Shareholders of CLBH can obtain a free copy of the proxy
statement/prospectus, as well as other filings by the Company, at
the SECs internet site (http://www.sec.gov). Copies of the proxy
statement/prospectus and the filings with the SEC that are
incorporated by reference in the proxy statement/prospectus can
also be obtained, without charge, by directing a request to:
First Bancorp, 300 SW Broad Street, Southern Pines, NC,
Attention: Investor Relations.
SHAREHOLDERS OF CLBH ARE URGED TO READ THE PROXY
STATEMENT/PROSPECTUS AND OTHER RELEVANT DOCUMENTS FILED WITH THE
SEC REGARDING THE TRANSACTION, BECAUSE THEY CONTAIN IMPORTANT
INFORMATION ABOUT THE TRANSACTION.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit No. |
Description |
| 2.1 |
Agreement and Plan of Merger and Reorganization, dated as of June 21, 2016 by and between First Bancorp and CLBH (which is hereby incorporated by reference to Appendix A to the document that is a part of the Form S-4 Registration Statement filed on October 24, 2016). |
| 3.1 |
First Amendment of the Employment Agreement made and |
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4.1 |
Second Amended and Restated Bylaws of First Bancorp, dated |
About First Bancorp (NASDAQ:FBNC)
First Bancorp is the bank holding company for First Bank (the Bank). The Company’s principal activity is the ownership and operation of First Bank. The Company engages in a range of banking activities, including the acceptance of deposits and the making of loans. The Company offers credit cards, debit cards, letters of credit, safe deposit box rentals and electronic funds transfer services, including wire transfers. In addition, the Company offers Internet banking, mobile banking, cash management and bank-by-phone capabilities to its customers. The Company also offers a mobile check deposit feature for its mobile banking customers that allows them to deposit checks through their smartphone. The Company offers remote deposit capture for its business customers. The Company conducts business from approximately 90 branches. The Bank’s subsidiaries include First Bank Insurance Services, Inc. (First Bank Insurance) and First Troy SPE, LLC. First Bancorp (NASDAQ:FBNC) Recent Trading Information
First Bancorp (NASDAQ:FBNC) closed its last trading session down -0.11 at 29.46 with 39,097 shares trading hands.
