LIVE OAK BANCSHARES, INC. (NASDAQ:LOB) Files An 8-K Completion of Acquisition or Disposition of Assets

On October 1, 2017, Live Oak Banking Company (the “Bank”), a wholly owned subsidiary of Live Oak Bancshares, Inc. (the “Company”), and First Data Corporation (“First Data”) closed their previously announced digital banking joint venture, as described in the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 15, 2017. The transaction was completed to a Contribution Agreement dated May 9, 2017, by and among First Data; FundsXpress, Inc., a wholly owned subsidiary of First Data (“FXP”); FundsXpress Financial Network, Inc., a wholly owned subsidiary of FXP; and the Bank.

The parties to the Contribution Agreement formed a new Delaware limited liability company known as Apiture LLC. The Bank and First Data have each contributed their digital banking platforms, products, and services to Apiture in exchange for ownership interests in Apiture.

The Bank contributed, assigned, transferred, conveyed, and delivered the following assets to Apiture as a capital contribution:

In addition, certain employees of the Bank associated with the Bank’s digital banking platform are now employees of Apiture.

The Bank and First Data have equal ownership interests in Apiture; however, First Data has a preference on Apiture’s earnings through the end of 2018.

Apiture is managed by a four-member board of representatives. Two representatives were appointed by First Data and two representatives were appointed by the Bank. The two representatives appointed by the Bank were James S. Mahan III and Neil L. Underwood. Mr. Mahan is chairman and chief executive officer of the Company and the Bank. Mr. Underwood is President of the Company.

The description of the terms of the Contribution Agreement contained herein does not purport to be complete and is qualified in its entirety by reference to the full text of the Contribution Agreement, which is filed as Exhibit 2.1 hereto and is incorporated by reference herein.

(a)Financial statements of business acquired.

The financial statements required by Item 2.01(a) are currently being prepared. The Company will file the required financial statements under the cover of Form 8-K/A not later than seventy-one calendar days after the latest date on which this initial Current Report on Form 8-K is required to be filed.

(b)Pro forma financial information.

The pro forma financial statements required by Item 2.01(b) are currently being prepared. The Company will file the required pro forma financial statements under the cover of Form 8-K/A not later than seventy-one calendar days after the latest date on which this initial Current Report on Form 8-K is required to be filed.

About LIVE OAK BANCSHARES, INC. (NASDAQ:LOB)
Live Oak Bancshares, Inc. is the bank holding company for Live Oak Banking Company (the Bank). The Bank is a commercial bank and a national online platform for small business lending. The Company provides certain small businesses across the United States a means to access capital. The Company primarily originates loans partially guaranteed by the United States Small Business Administration (SBA) to small businesses and professionals. It offers commercial and industrial loans, construction and development loans, and owner occupied commercial real estate loans for agriculture, death care management, healthcare, independent pharmacies, registered investment advisors and veterinary industry, among others. The Company also offers commercial land loans for agriculture. It owns Live Oak Grove, LLC, which provides company employees and business visitors an on-site restaurant location, and Government Loan Solutions, Inc., a management and technology consulting company, among others.