SANDY SPRING BANCORP, INC. (NASDAQ:SASR) Files An 8-K Completion of Acquisition or Disposition of AssetsItem 2.01
On January 1, 2018, Sandy Spring Bancorp, Inc. (the “Company”) completed its previously announced merger with WashingtonFirst Bankshares, Inc. (“WashingtonFirst”) to the Agreement and Plan of Merger, dated as of May 15, 2017 (the “Merger Agreement”), by and among the Company, Touchdown Acquisition, Inc., a wholly-owned subsidiary of the Company (“Merger Sub”), and WashingtonFirst, to which (i)Merger Sub merged with and into WashingtonFirst (the “First-Step Merger”), with WashingtonFirst surviving, and (ii)immediately following the completion of the First-Step Merger, WashingtonFirst merged with and into the Company (together with the First-Step Merger, the “Integrated Mergers”), with the Company surviving. to the Merger Agreement, at the effective time of the First-Step Merger (the “Effective Time”), each share of common stock, par value $0.01 per share, of WashingtonFirst (the “WashingtonFirst Common Stock”) issued and outstanding immediately prior to the Effective Time was converted into the right to receive 0.8713 shares of the common stock, par value $1.00 per share, of the Company (the “Merger Consideration”). Also at the Effective Time, each option to purchase WashingtonFirst Common Stock was cashed out for an amount equal to $34.42 less the option exercise price. At the Effective Time, each WashingtonFirst restricted stock award became fully vested and was converted into the right to receive the Merger Consideration.
Immediately following the consummation of the Integrated Mergers, WashingtonFirst Bank, a wholly-owned subsidiary of WashingtonFirst, merged with and into Sandy Spring Bank, a wholly-owned subsidiary of the Company, with Sandy Spring Bank surviving such merger.
The foregoing description of the transactions contemplated by the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, which was attached as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on May 17, 2017 and is incorporated into this Item 2.01 by reference.
| Item 2.01 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Effective as of December 29, 2017, the Company entered into a separation and consulting agreement with Shaza L. Andersen setting forth her entitlements under her employment agreement with WashingtonFirst in connection with her termination of employment with WashingtonFirst and her service as a non-employee director of and consultant to the Company. The separation and consulting agreement provides for a consulting period of 12 months and a consulting fee of $18,333.33 per month. During the consulting period, Ms. Andersen will provide services and advice regarding the integration of the Company and WashingtonFirst. If Ms. Andersen’s service as a consultant is terminated by the Company before the end of the consulting period, she will continue to receive payment of the monthly consulting fee for the remainder of the consulting period. Ms. Andersen will also be eligible to receive compensation as a non-employee director of the Company and Sandy Spring Bank in accordance with the Company’s non-employee director compensation program as then in effect.
The separation and consulting agreement also provides that Ms. Andersen will be continue to be subject torestrictive covenants in favor of the Company contained in her employment agreement with WashingtonFirst, including an indefinite restriction on the disclosure of confidential information, and non-competition and non-solicitation covenants. The non-competition and non-solicitation covenants apply for 12 months following her termination of employment with WashingtonFirst.
The separation and consulting agreement provides that if any payment, benefit or award that Ms. Andersen receives or has the right to receive from Sandy Spring or WashingtonFirst would constitute an “excess parachute payment” (as defined in Internal Revenue Code Section 280G(b)(2)) subject to the excise tax imposed by Section 4999 of the Internal Revenue Code, Ms. Andersen will be entitled to receive an additional tax indemnification payment.
The foregoing description of the separation and consulting agreement does not purport to be complete and is qualified in its entirety by reference to the separation and consulting agreement which is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated into this Item 2.01 by reference.
On January 2, 2018, the Company issued a press release announcing the completion of the Merger. A copy of the press release is incorporated into this Item 2.01 by reference.
| Item 2.01 | Financial Statements and Exhibits. |
| (a) | Financial Statements of Businesses Acquired |
Financial statements of the business acquired will be filed by amendment to this Current Report on Form 8-K no later than 71 days following the date that the initial Current Report or Form 8-K was required to be filed.
| (b) | Pro Forma Financial Information |
Financial statements of the business acquired will be filed by amendment to this Current Report on Form 8-K no later than 71 days following the date that the initial Current Report or Form 8-K was required to be filed.
SANDY SPRING BANCORP INC ExhibitEX-10.1 2 tv482433_ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 SEPARATION AND CONSULTING AGREEMENT THIS SEPARATION AND CONSULTING AGREEMENT (this “Agreement”) dated as of December 29,…To view the full exhibit click here
About SANDY SPRING BANCORP, INC. (NASDAQ:SASR)
Sandy Spring Bancorp, Inc. is the bank holding company for Sandy Spring Bank (the Bank). The Company operates through three business segments Community Banking, Insurance and Investment Management. Its Community Banking segment operates through Sandy Spring Bank and involves delivering a range of financial products and services, including various loan and deposit products to both individuals and businesses. The Insurance segment operates through Sandy Spring Insurance Corporation, a subsidiary of the Bank, and offers annuities as an alternative to traditional deposit accounts. The Investment Management segment operates through West Financial Services, Inc., a subsidiary of the Bank, which provides investment management and financial planning services. Its product portfolio includes loan and lease products, deposit activities, treasury activities and borrowing activities. The Bank operates over 45 community offices located in Central Maryland, Northern Virginia, and Washington D.C.