FIRST GUARANTY BANCSHARES, INC. (NASDAQ:FGBI) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement
First Guaranty has made a technical correction to the following
description of the Gross Consideration:
description of the Gross Consideration:
Under the terms of the Merger Agreement, each outstanding share
of Premier common stock will be converted into the right to
receive (i) an amount in cash, equal to the Premier book value as
of December 31, 2016 as reflected on the audited financial
statements of Premier plus $1.5 million (the “Gross
Consideration”), divided by the total number of shares of
Premier common stock outstanding as of the business day
immediately prior to the closing date, multiplied by 50%; and
(ii) that number of shares of First Guaranty common stock equal
to the Gross Consideration divided by the total number of shares
of Premier common stock outstanding as of the business day
immediately prior to the closing date, multiplied by 50%, divided
by the Average Closing Price of First Guaranty common stock.
of Premier common stock will be converted into the right to
receive (i) an amount in cash, equal to the Premier book value as
of December 31, 2016 as reflected on the audited financial
statements of Premier plus $1.5 million (the “Gross
Consideration”), divided by the total number of shares of
Premier common stock outstanding as of the business day
immediately prior to the closing date, multiplied by 50%; and
(ii) that number of shares of First Guaranty common stock equal
to the Gross Consideration divided by the total number of shares
of Premier common stock outstanding as of the business day
immediately prior to the closing date, multiplied by 50%, divided
by the Average Closing Price of First Guaranty common stock.
The Merger Agreement has been corrected to reflect the correct
Gross Consideration and it is filed as Exhibit 2.1 to this
Current Report on Form 8-K/A and is incorporated into this report
by reference.
Gross Consideration and it is filed as Exhibit 2.1 to this
Current Report on Form 8-K/A and is incorporated into this report
by reference.
Forward-Looking Statements
This Current Report on Form 8-K/A contains forwardlooking
statements within the meaning of the Private Securities
Litigation Reform Act of 1995. These forwardlooking statements
include, but are not limited to, statements about (i) the
benefits of the Merger, including future financial and
operating results and cost savings that may be realized from
the Merger; (ii) First Guaranty’s and Premier’s plans,
objectives, expectations and intentions and other statements
that are not historical facts; and (iii) other statements
identified by words such as “expects,” “anticipates,”
“intends,” “plans,” “believes,” “seeks,” “estimates”
or words of similar meaning. These forward-looking statements
are based upon the current beliefs and expectations of the
management of First Guaranty and Premier and are inherently
subject to significant business, economic and competitive
uncertainties and contingencies, many of which are beyond our
control. In addition, these forwardlooking statements are
subject to assumptions with respect to future business
strategies and decisions that are subject to change. Actual
results may differ materially from the anticipated results
discussed in these forwardlooking statements.
statements within the meaning of the Private Securities
Litigation Reform Act of 1995. These forwardlooking statements
include, but are not limited to, statements about (i) the
benefits of the Merger, including future financial and
operating results and cost savings that may be realized from
the Merger; (ii) First Guaranty’s and Premier’s plans,
objectives, expectations and intentions and other statements
that are not historical facts; and (iii) other statements
identified by words such as “expects,” “anticipates,”
“intends,” “plans,” “believes,” “seeks,” “estimates”
or words of similar meaning. These forward-looking statements
are based upon the current beliefs and expectations of the
management of First Guaranty and Premier and are inherently
subject to significant business, economic and competitive
uncertainties and contingencies, many of which are beyond our
control. In addition, these forwardlooking statements are
subject to assumptions with respect to future business
strategies and decisions that are subject to change. Actual
results may differ materially from the anticipated results
discussed in these forwardlooking statements.
The following factors, among others, could cause actual results
to differ materially from the anticipated results or other
expectations expressed in the forwardlooking statements: (1)
the businesses of First Guaranty and Premier may not be
combined successfully, or such combination may take longer to
accomplish than expected; (2) the cost savings from the Merger
may not be fully realized or may take longer to realize than
expected; (3) operating costs, customer loss and business
disruption following the Merger, including adverse effects on
relationships with employees, may be greater than expected; (4)
governmental approvals of the Merger may not be obtained, or
adverse regulatory conditions may be imposed in connection with
governmental approvals of the Merger; (5) the stockholders of
Premier may fail to approve the Merger; (6) adverse
governmental or regulatory policies may be enacted; (7) the
interest rate environment may further compress margins and
adversely affect net interest income; (8) the risks associated
with adverse changes in asset quality and adverse changes to
credit quality; (9) difficulties associated with achieving
expected future financial results; (10) competition from other
financial services companies in First Guaranty’s and
Premier’s markets; and (11) the risk of an economic slowdown
that would adversely affect credit quality and loan
originations. Additional factors that could cause actual
results to differ materially from those expressed in the
forwardlooking statements are discussed in First Guaranty’s
reports (such as the Annual Report on Form 10K, Quarterly
Reports on Form 10Q and Current Reports on Form 8K) filed with
the SEC and available at the SEC’s Internet site
(http://www.sec.gov). All subsequent written and oral
forwardlooking statements concerning the proposed transaction
or other matters attributable to First Guaranty or Premier or
any person acting on their behalf are expressly qualified in
their entirety by the cautionary statements above. Except as
required by law, First Guaranty and Premier do not undertake
any obligation to update any forwardlooking statement to
reflect circumstances or events that occur after the date the
forwardlooking statement is made.
to differ materially from the anticipated results or other
expectations expressed in the forwardlooking statements: (1)
the businesses of First Guaranty and Premier may not be
combined successfully, or such combination may take longer to
accomplish than expected; (2) the cost savings from the Merger
may not be fully realized or may take longer to realize than
expected; (3) operating costs, customer loss and business
disruption following the Merger, including adverse effects on
relationships with employees, may be greater than expected; (4)
governmental approvals of the Merger may not be obtained, or
adverse regulatory conditions may be imposed in connection with
governmental approvals of the Merger; (5) the stockholders of
Premier may fail to approve the Merger; (6) adverse
governmental or regulatory policies may be enacted; (7) the
interest rate environment may further compress margins and
adversely affect net interest income; (8) the risks associated
with adverse changes in asset quality and adverse changes to
credit quality; (9) difficulties associated with achieving
expected future financial results; (10) competition from other
financial services companies in First Guaranty’s and
Premier’s markets; and (11) the risk of an economic slowdown
that would adversely affect credit quality and loan
originations. Additional factors that could cause actual
results to differ materially from those expressed in the
forwardlooking statements are discussed in First Guaranty’s
reports (such as the Annual Report on Form 10K, Quarterly
Reports on Form 10Q and Current Reports on Form 8K) filed with
the SEC and available at the SEC’s Internet site
(http://www.sec.gov). All subsequent written and oral
forwardlooking statements concerning the proposed transaction
or other matters attributable to First Guaranty or Premier or
any person acting on their behalf are expressly qualified in
their entirety by the cautionary statements above. Except as
required by law, First Guaranty and Premier do not undertake
any obligation to update any forwardlooking statement to
reflect circumstances or events that occur after the date the
forwardlooking statement is made.
Additional Information and Where to Find It
This communication is being made in respect of the proposed
Merger transaction involving First Guaranty and Premier. This
communication does not constitute an offer to sell or the
solicitation of an offer to buy any securities or a
solicitation of any vote or approval.
Merger transaction involving First Guaranty and Premier. This
communication does not constitute an offer to sell or the
solicitation of an offer to buy any securities or a
solicitation of any vote or approval.
The proposed Merger will be submitted to Premier stockholders
for their consideration. In connection with the proposed
transaction, First Guaranty intends to file a registration
statement on Form S-4 with the SEC, which will include a proxy
statement of Premier and a prospectus of First Guaranty, and
First Guaranty and Premier will file other documents regarding
the proposed transaction with the SEC. Before making any voting
or investment decision, investors and security holders of
Premier are urged to carefully read the entire registration
statement and proxy statement/prospectus, when they become
available, as well as any amendments or supplements to these
documents, because they will contain important information
about the proposed transaction.
for their consideration. In connection with the proposed
transaction, First Guaranty intends to file a registration
statement on Form S-4 with the SEC, which will include a proxy
statement of Premier and a prospectus of First Guaranty, and
First Guaranty and Premier will file other documents regarding
the proposed transaction with the SEC. Before making any voting
or investment decision, investors and security holders of
Premier are urged to carefully read the entire registration
statement and proxy statement/prospectus, when they become
available, as well as any amendments or supplements to these
documents, because they will contain important information
about the proposed transaction.
Premier and its directors and executive officers may be deemed
to be participants in the solicitation of proxies from the
stockholders of Premier in connection with the proposed Merger.
Additional information regarding the interests of those
participants and other persons who may be deemed participants
in the transaction may be obtained by reading the proxy
statement/prospectus regarding the proposed Merger when it
becomes available. The documents filed by First Guaranty with
the SEC may be obtained free of charge at the SEC’s website at
www.sec.gov. In addition, the documents filed by First
Guaranty may be obtained free of charge at its website at
www.fgb.net or by contacting First Guaranty, Inc., 400 East
Thomas Street, Hammond, Louisiana, Attention: Eric J. Dosch,
Chief Financial Officer, telephone (985) 375-0308.
to be participants in the solicitation of proxies from the
stockholders of Premier in connection with the proposed Merger.
Additional information regarding the interests of those
participants and other persons who may be deemed participants
in the transaction may be obtained by reading the proxy
statement/prospectus regarding the proposed Merger when it
becomes available. The documents filed by First Guaranty with
the SEC may be obtained free of charge at the SEC’s website at
www.sec.gov. In addition, the documents filed by First
Guaranty may be obtained free of charge at its website at
www.fgb.net or by contacting First Guaranty, Inc., 400 East
Thomas Street, Hammond, Louisiana, Attention: Eric J. Dosch,
Chief Financial Officer, telephone (985) 375-0308.
Item 9.01. Financial Statements and Exhibits.
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(a)
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Not Applicable.
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(b)
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Not Applicable.
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(c)
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Not Applicable.
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(d)
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Exhibits
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| Exhibit No. |
Description
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| Exhibit 2.1 |
Agreement and Plan of Merger by and between First
Guaranty Bancshares, Inc. and Premier Bancshares, Inc., dated as of January 30, 2017.* |
*Schedules and exhibits have been omitted to Item 601(b)(2) of
Regulation S-K
Regulation S-K
About FIRST GUARANTY BANCSHARES, INC. (NASDAQ:FGBI)
First Guaranty Bancshares, Inc. is a bank holding company. The Company operates through its owned subsidiary, First Guaranty Bank (the Bank). The Bank offers personalized commercial banking services to Louisiana customers, through approximately 20 banking facilities located in the Market Services Areas (MSAs). Its principal business consists of attracting deposits from the general public and local municipalities in its market areas and investing those deposits, together with funds generated from operations and borrowings in securities and in lending activities to serve the credit needs of its customer base, including commercial real estate loans, commercial and industrial loans, one- to four-family residential real estate loans, construction and land development loans, agricultural and farmland loans, and to a lesser extent, consumer and multifamily loans. It also participates in certain syndicated loans, including shared national credits, with other financial institutions.
