FIRST NBC BANK HOLDING COMPANY (NASDAQ:FNBC) Files An 8-K Unregistered Sales of Equity Securities

FIRST NBC BANK HOLDING COMPANY (NASDAQ:FNBC) Files An 8-K Unregistered Sales of Equity Securities

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Item 3.02.

Unregistered Sales of Equity Securities.
On April 5, 2017, First NBC Bank Holding Company (the Company)
authorized the issuance of shares of its Series E non-cumulative
mandatorily convertible perpetual preferred stock to members of
its board of directors in consideration for their direct
contribution of an aggregate amount of $1.725 million to fund the
most recent interest payment on the Companys outstanding
subordinated debt securities in February 2017. The Series E
preferred stock ranks junior to the Companys outstanding Series D
preferred stock and senior to the Companys common stock with
regard to dividends and distributions upon liquidation. Dividends
on the Series E preferred stock are payable after September 30,
2018, as, if and when declared by the Companys board of directors
out of funds legally available therefor, at a rate of 5% per
annum, in cash or in kind through the issuance of additional
shares of Series E preferred stock. The shares of Series E
preferred stock will convert automatically into shares of common
stock of the Company upon the later to occur of (1) the
completion of an equity offering by the Company as a result of
which the Companys bank subsidiary becomes adequately capitalized
within the meaning of the federal bank regulatory capital rules
and (2) the approval by the Companys shareholders of an amendment
to the Companys articles of incorporation to increase the amount
of authorized shares of common stock of the Company to an amount
sufficient to permit the conversion of shares of preferred stock
of the Company issued in the equity offering, and the conversion
will occur at a price per common share equal to the per share
price at which common shares are issued in the equity offering.
The Series E preferred stock has no voting rights.
Item 5.02.
Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
The Boards of Directors of the Company and First NBC Bank (the
Bank) took action to appoint Chief Executive Officer Carl J.
Chaney to serve in the dual capacity as President of the Company
and Bank, subject to any required regulatory approvals. Mr.
Chaney succeeds Ashton J. Ryan, Jr., who had been serving as
President of the Company and Bank, who resigned his position,
effective April 6, 2017. Mr. Ryan will continue to serve the Bank
in an advisory capacity. Mr. Ryan also resigned his position on
the Boards of Directors of the Company and Bank, effective April
6, 2017.
Item 8.01.
Other Events.
The Company has announced that it received the non-objection of
the Federal Reserve Bank of Atlanta by letter dated March 27,
2017 with respect to the Companys appointment of Carl J. Chaney
as Chief Executive Officer of the Company. The Louisiana Office
of Financial Institutions and the Federal Deposit Insurance
Corporation had previously issued their respective approvals or
non-objections with respect to the appointment of Carl J. Chaney
as Chief Executive Officer of the Bank. Pending such approvals,
Mr. Chaney had been serving in a consulting capacity with the
Company and Bank.


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 up +0.15 at 3.85 with 263,367 shares trading hands.

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