FIRST NBC BANK HOLDING COMPANY (NASDAQ:FNBC) Files An 8-K Entry into a Material Definitive Agreement

FIRST NBC BANK HOLDING COMPANY (NASDAQ:FNBC) Files An 8-K Entry into a Material Definitive Agreement

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Item 1.01. Entry into a Material Definitive Agreement.

On December 30, 2016, First NBC Bank, the wholly-owned banking
subsidiary of First NBC Bank Holding Company (Company), entered
into a Purchase and Assumption Agreement (the Purchase Agreement)
with Whitney Bank, the wholly-owned banking subsidiary of Hancock
Holding Company. The Purchase Agreement provides that, subject to
the terms and conditions set forth therein, Whitney Bank will
purchase certain assets, including loans, and assume certain
liabilities, including deposits, of First NBC Bank.
Under the terms and subject to the limitations set forth in the
Purchase Agreement, Whitney Bank has committed to purchase
approximately $1.3 billion in loans and nine First NBC Bank
branch locations, and assume approximately $511 million in
transaction and savings deposits located in the nine branches and
$605 million in Federal Home Loan Bank of Dallas borrowings.
Whitney Bank also agreed to purchase an initial tranche of the
loans with an aggregate principal amount of approximately $160
million, which transaction closed on January 4, 2017. First NBC
Bank also has the option to sell a second tranche of the loans,
with an aggregate principal amount of not more than $130 million,
within thirty business days of the date of the Purchase
Agreement. The Purchase Agreement provides that the purchase and
assumption of the remaining assets and liabilities, including the
deposit liabilities associated with the branches to be sold, will
occur no later than three days after satisfaction of all of the
required closing conditions, including receipt of all required
regulatory approvals (Closing Date).
Total consideration for the transaction will be equal to the
difference between the book value of the loans purchased and
liabilities assumed, subject to certain adjustments set forth in
the Purchase Agreement, as well as a cash premium, which is
expected to be approximately $44 million. In addition, Whitney
Bank will pay First NBC Bank the greater of the fair market value
or book value of the nine branches and related assets.
Consideration for the first and, if First NBC Bank elects to
exercise its option, second tranches of loans, is to be paid at
the applicable closing of such purchase in an amount equal to the
net book value of such loans.
The Purchase Agreement contains customary representations,
warranties and covenants of the parties. Included among the
covenants contained in the Purchase Agreement is the obligation
of First NBC Bank not to use any confidential information
relating to the purchased assets or assumed liabilities for the
purpose of soliciting financial services business from any
customer of an acquired branch for a period of one year following
the Closing Date. Additionally, First NBC Bank has generally
agreed not to solicit employment from any employees transferred
to Whitney Bank in connection with this transaction for a period
of one year following the Closing Date.
Consummation of the transactions contemplated by the Purchase
Agreement is conditioned on, among other things, (i) receipt of
certain regulatory approvals, (ii) the accuracy of the
representations and warranties of the parties and compliance by
the parties with their respective covenants and obligations under
the Purchase Agreement, subject to customary materiality
qualifiers, and (iii) absence on any injunction, judgment or
ruling prohibiting the transactions contemplated by the Purchase
Agreement.
The Purchase Agreement contains certain termination rights,
including the right, subject to certain exceptions, of either
party to terminate the Purchase Agreement if the closing has not
occurred by within seventy-five days of the date of the Purchase
Agreement.
The representations, warranties and covenants of each party set
forth in the Purchase Agreement have been made only for purposes
of, and were and are solely for the benefit of the parties to,
the Purchase Agreement, may be subject to limitations agreed upon
by the contracting parties, including being qualified by
confidential disclosures made for the purposes of allocating
contractual risk between the parties to the Purchase Agreement
instead of establishing these matters as facts, and may be
subject to standards of materiality applicable to the contracting
parties that differ from those applicable to investors.
Accordingly, the representations and warranties may not describe
the actual state of affairs at the date they were made or at any
other time, and investors should not rely on them as statements
of fact. Moreover, information concerning the subject matter of
the representations, warranties and covenants may change after
the date of the Purchase Agreement, which subsequent information
may or may not be fully reflected in the parties public
disclosures. Accordingly, the Purchase Agreement is included with
this filing only to provide investors with information regarding
the terms of the Purchase Agreement, and not to provide investors
with any other factual information regarding the parties, their
respective affiliates or their respective businesses.
The Purchase Agreement has been approved by the boards of
directors of each of First NBC Bank and Whitney Bank, and the
Purchase Agreement has been executed and delivered by each of the
parties. Subject to the satisfaction of all closing conditions,
including the receipt of all required regulatory approvals, the
final transaction is expected to be completed in the first
quarter of 2017.
The foregoing summary of the Purchase Agreement is qualified in
its entirety by reference to the complete text of the Purchase
Agreement, which is filed as Exhibit 2.1 to this Current Report
on Form 8-K and incorporated herein by reference in its entirety.
Item 4.01. Change in Registrants Certifying Accountant.
On December 30, 2016, the Audit Committee of the Board of
Directors of the Company engaged Crowe Horwath LLP (Crowe) as its
independent registered public accounting firm for the fiscal year
ending December 31, 2016. Among other things, Crowe has been
engaged to perform review procedures with respect to the Companys
financial statements for the period ended September 30, 2016 and
to audit the Companys financial statements for the full year.
During the Companys fiscal years ending December 31, 2014 and
2015, and through December 30, 2016, the Company did not (nor did
anyone on its behalf) consult Crowe regarding either (i) the
application of accounting principles to a specified transaction,
either completed or proposed, or the type of audit opinion that
might be rendered with respect to the Companys financial
statements, and no written report or oral advice was provided to
the Company by Crowe that Crowe concluded was an important factor
considered by the Company in reaching a decision as to any
accounting, auditing or financial reporting issue; or (ii) any
matter that was the subject of a disagreement (as that term is
defined in Item 304(a)(1)(iv) of Regulation S-K and the related
instructions) or a reportable event (as that term is defined in
Item 304(a)(1)(v) of Regulation S-K).
Item 7.01 Regulation FD Disclosure.
On December 30, 2016, the Company issued a press release
announcing the Purchase Agreement. A copy of the press release is
attached as Exhibit 99.1 and is incorporated herein by reference.
On January 3, 2017, the Company issued a press release announcing
the appointment of Crowe as the Companys independent registered
public accounting firm. A copy of the press release is attached
as Exhibit 99.2 and is incorporated herein by reference.
As provided in General Instruction B.2 to Form 8-K, the
information furnished in Exhibits 99.1 and 99.2 of this Current
Report on Form 8-K will not be deemed filed for purposes of
Section 18 of the Securities Exchange Act of 1934, as amended
(the Exchange Act), or otherwise subject to the liabilities of
that section, and such information will not be deemed
incorporated by reference in any filing under the Securities Act
of 1933, as amended, or the Exchange Act, whether made before or
after the date hereof, regardless of any general incorporation
language in such filings.
Forward-Looking Statements
This report contains certain forward-looking statements within
the meaning of the safe harbor provisions of the Private
Securities Litigation Reform Act of 1995, as amended.
Forward-looking statements do not relate strictly to historical
or current facts. Forward-looking statements reflect the current
views and estimates of management of the Company with respect to
future economic circumstances, industry conditions, company
performance and financial results, and the potential impact of
the transaction with Whitney Bank. They often include the words
believe, expect, anticipate, intend, plan, estimate or words of
similar meaning, or future or conditional verbs such as will,
would, should, could or may. Forward-looking statements, by their
nature, are subject to risks and uncertainties. A number of
factors – many of which are beyond the control of the Company –
could cause actual conditions, events or results to differ
significantly from those described in the forward-looking
statements. Among other factors, actual results may differ from
those described in forward-looking statements due to the factors
included in filings made by the Company with the Securities and
Exchange Commission, including those risk factors set forth in
the Companys Annual Report on Form 10-K for the year ended
December 31, 2015. Forward-looking statements speak only as of
the date they are made. Copies of the Companys reports filed with
the Securities and Exchange Commission are available in the
Investor Relations section of the Companys website,
www.firstnbcbank.com. The Company undertakes no duty to update
forward-looking statements to reflect circumstances or events
that occur after the date the forward-looking statements are made
or to reflect the occurrence of unanticipated events.
Item 9.01.
Financial Statements and Exhibits.
(d) Exhibits.

Exhibit
No.
Description
2.1
Purchase and Assumption Agreement by and between First
NBC Bank and Whitney Bank, dated December 30, 2016
99.1
Press release, dated December 30, 2016, announcing the
Purchase Agreement
99.2
Press release, dated January 3, 2017, announcing
appointment of Crowe Horwath LLP


About FIRST NBC BANK HOLDING COMPANY (NASDAQ:FNBC)

First NBC Bank Holding Company is a bank holding company. The Company offers a range of financial services through its banking subsidiary, First NBC Bank. The Company operates through community banking segment. It offers financial services to businesses, institutions and individuals in southeastern Louisiana and the Florida panhandle. The Company’s primary focus is on commercial real estate and commercial lending. Its loans include construction loans, commercial real estate loans, consumer real estate loans, commercial and industrial loans, and consumer loans. Its securities portfolio consists primarily of the United States Government agency obligations, mortgage-backed securities, and municipal securities, although the Company also holds corporate bonds. The Company’s primary source of funding for its loans is deposits. Its deposits include noninterest-bearing demand, negotiable order of withdrawal (NOW) accounts, money market accounts, savings deposits and certificates of deposit.

FIRST NBC BANK HOLDING COMPANY (NASDAQ:FNBC) Recent Trading Information

FIRST NBC BANK HOLDING COMPANY (NASDAQ:FNBC) closed its last trading session down -0.05 at 6.80 with 435,302 shares trading hands.

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