GREEN BANCORP,INC. (NASDAQ:GNBC) Files An 8-K Completion of Acquisition or Disposition of Assets
Item 2.01Completion of Acquisition or Disposition of Assets.
On January1, 2019, to the terms and conditions of that certain Agreement and Plan of Reorganization (the “Merger Agreement”), dated as of July 23, 2018, by and among Veritex Holdings, Inc. (“Veritex”), a Texas corporation and the parent holding company of Veritex Community Bank (“Veritex Bank”), MustMS, Inc., a Texas corporation and wholly owned subsidiary of Veritex (“Merger Sub”), and Green Bancorp, Inc. (“Green”), a Texas corporation and the parent holding company of Green Bank, N.A. (“Green Bank”), (i) Merger Sub merged with and into Green (the “Merger”), with Green continuing as the surviving corporation in the Merger and a wholly owned subsidiary of Veritex, (ii) immediately thereafter, Green (as the surviving corporation in the Merger) merged with and into Veritex (together with the Merger, the “Holdco Mergers”), with Veritex being the surviving corporation and (iii) immediately thereafter, Green Bank merged with and into Veritex Bank, with Veritex Bank continuing as the surviving bank (together with the Holdco Mergers, the “Merger Transactions”).
As a result of the Merger Transactions, Green ceased to exist as a separate corporation and Green Bank ceased to exist as a separate bank. Each share of Green common stock outstanding immediately prior to the Merger Transactions (except for certain shares held by Veritex, Green and their respective subsidiaries, which shares were cancelled without receipt of any consideration) was converted into the right to receive 0.79 shares of the common stock (the “Exchange Ratio”) of Veritex with cash paid in lieu of fractional shares. Additionally, each outstanding option to purchase shares of Green common stock to Green’s equity-based compensation plans was converted into an option to purchase a number of shares of Veritex common stock equal to the number of shares of Green common stock underlying the option immediately prior to the Merger Transactions multiplied by 0.79 (rounded down to the nearest whole share), at an exercise price equal to the exercise price in effect immediately before the Merger Transactions, divided by 0.79 (rounded up to the nearest whole cent).
The foregoing description of the Merger Agreement and the Merger Transactions does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, which is incorporated herein by reference.
Item 3.01Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
In anticipation of the completion of the Merger, on December 28, 2018, Green notified its principal trading market, the Nasdaq Global Select Market, that effective as of 12:01 a.m. Central Time on January1, 2019, Green would be merged with and into Veritex and each share of Green common stock outstanding immediately prior to the Merger would be converted into the right to receive the merger consideration as set forth in the Merger Agreement (or, in the case of certain shares of Green common stock held by Green, Veritex or their respective subsidiaries, cancelled without receipt of any consideration). In connection with the Merger Transactions, the Nasdaq Global Select Market filed with the Securities and Exchange Commission a notification of removal from listing on Form 25 to report that the Green common stock is no longer listed on the Nasdaq Global Select Market.
The information disclosed in Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference.
Item 3.03Material Modification to Rights of Security Holders.
The information disclosed in Items 2.01, 3.01 and 5.03 of this Current Report on Form 8-K is incorporated herein by reference.
Item 5.01Changes in Control of Registrant.
The information disclosed in Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference.
Item 5.02Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Effective upon completion of the Merger Transactions, all of the directors and executive officers of Green and all of the directors and officers of Green Bank ceased serving as directors and executive officers of Green and Green Bank, respectively, including Manuel J. Mehos (Green’s Chief Executive Officer), Terry S. Early (Green’s Chief Financial Officer), Donald Perschbacher (Green’s Chief Credit Officer) and Geoffrey Greenwade (Green Bank’s Chief Executive Officer).
As previously described in Green’s definitive proxy statement in the section entitled “The Merger Transactions-Interests of Green Directors and Executive Officers in the Merger Transactions-Individual Agreements with Executive Officers” Terry
Earley, Donald Perschbacher and Geoff Greenwade have entered into employment agreements with Veritex to be effective upon completion of the Merger Transactions.
Item 5.03Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
Effective upon completion of the Merger Transactions, the separate corporate existence of Green ceased. The articles of incorporation and bylaws of Veritex, as in effect immediately before the completion of the Merger Transactions, became the articles of incorporation and bylaws of the surviving corporation without change. Consequently, the articles of incorporation and bylaws of Green ceased to be in effect upon completion of the Merger Transactions.
The information disclosed in Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference.
Item 8.01.Other Events.
On January 1, 2019, Veritex issued a press release announcing the completion of the Merger Transactions, a copy of which is attached hereto as Exhibit 99.1 and incorporated herein by reference.
Item 9.01Financial Statements and Exhibits.
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Exhibit Number |
Description |
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Press Release issued by Veritex Holdings, Inc. on January 1, 2019.
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Veritex Holdings, Inc. Exhibit
EX-99.1 2 a991greenbankpressrelease.htm EXHIBIT 99.1 Exhibit Exhibit 99.1VERITEX HOLDINGS,…
To view the full exhibit click here
About GREEN BANCORP,INC. (NASDAQ:GNBC)
Green Bancorp, Inc. is a bank holding company. The Company’s subsidiary, Green Bank, N.A., a nationally chartered commercial bank, provides commercial and private banking services primarily to Texas based customers through approximately 22 full service branches in the Houston and Dallas metropolitan statistical areas (MSAs) and other markets. It operates in providing banking services to a range of customers segment. It offers a full suite of online banking solutions, including access to account balances, online transfers, online bill payment and electronic delivery of customer statements, as well as extended drive through hours, automated teller machines (ATMs), Bank at Work and banking by telephone, mail and personal appointment. It also offers debit cards, night depository, direct deposit, cashier’s checks and letters of credit, as well as treasury management services, wire transfer services and automated clearing house (ACH) services.