SANDY SPRING BANCORP, INC. (NASDAQ:SASR) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01Entry into a Material Definitive Agreement.
On May 15, 2017, Sandy Spring Bancorp, Inc. (Sandy Spring), the
parent company of Sandy Spring Bank, entered into an Agreement
and Plan of Merger (the Merger Agreement) with WashingtonFirst
Bankshares, Inc. (WashingtonFirst), the parent company of
WashingtonFirst Bank, and Touchdown Acquisition, Inc. (Merger
Sub), a wholly owned subsidiary of Sandy Spring. to the terms and
subject to the conditions of the Merger Agreement, Merger Sub
will merge (the First-Step Merger) with and into WashingtonFirst,
with WashingtonFirst as the surviving entity, and immediately
following the effective time of the First-Step Merger,
WashingtonFirst will merge with and into Sandy Spring, with Sandy
Spring as the surviving entity (together with the First-Step
Merger, the Integrated Mergers). It is anticipated that
immediately following the consummation of the Integrated Mergers,
WashingtonFirst Bank, a Virginia state-chartered bank, will merge
with and into Sandy Spring Bank, a Maryland state-chartered trust
company with commercial banking powers, with Sandy Spring Bank as
the surviving bank (together with the Integrated Mergers, the
Transaction).
The Merger Agreement has been unanimously approved by the Boards
of Directors of each of Sandy Spring and WashingtonFirst. Subject
to the approval of the Merger Agreement by WashingtonFirsts
shareholders, the approval of the issuance of the shares of Sandy
Spring common stock as the Merger Consideration (as defined
below) by Sandy Springs shareholders as required by applicable
NASDAQ rules, the receipt of all required regulatory approvals
and the fulfillment of other customary closing conditions, the
parties anticipate that the Transaction will close in the fourth
quarter of 2017.
At the effective time of the First-Step Merger, each outstanding
share of WashingtonFirst common stock and each share of
WashingtonFirst non-voting common stock, except for (i)
dissenting shares and (ii) shares held, other than in a bona fide
fiduciary or agency capacity or in satisfaction of a debt
previously contracted, by Sandy Spring, WashingtonFirst, or a
subsidiary of either, shall be converted into a number of shares
(the Exchange Ratio) of Sandy Spring common stock as follows (the
Merger Consideration):
(i) if the Parent Average Price is greater than $53.23, the
Exchange Ratio shall equal 0.8210;
(ii)if the Parent Average Price is greater than $50.15 and equal
to or less than $53.23, the Exchange Ratio shall equal the
quotient of $43.70 divided by the Parent Average Price;
(iii)if the Parent Average Price is equal to or greater than
$37.07 and equal to or less than $50.15, the Exchange Ratio shall
equal 0.8713;
(iv) if the Parent Average Price is equal to or greater than
$34.00 and less than $37.07, the Exchange Ratio shall be equal to
the quotient of $32.30 divided by the Parent Average Price; and
(v) if the Parent Average Price is less than $34.00, the Exchange
Ratio shall equal 0.9500.
For purposes of calculating the Exchange Ratio, the Merger
Agreement defines Parent Average Price as the volume-weighted
average price per share, rounded to the nearest hundredth of a
cent, of Sandy Spring common stock on the NASDAQ Global Select
Market for the twenty (20) consecutive trading days ending on
(and including) the fifth business day immediately preceding the
closing date of the First-Step Merger, as reported by Bloomberg
Financial Markets, or any successor thereto, through its volume
weighted average price function (or, if not reported therein, in
another authoritative source mutually selected by Sandy Spring
and WashingtonFirst).
The Merger Agreement may be terminated by WashingtonFirst if the
Parent Average Price is less than $34.00; provided,
however, that upon notice of Washington Firsts election to
exercise this termination right, Sandy Spring may avoid
termination of the Merger Agreement by (i) increasing the
Exchange Ratio to equal $32.30 divided by the Parent Average
Price or (ii) pay, as part of the Merger Consideration, an amount
in cash, without interest, equal to (x) $32.30 minus (y) the
Parent Average Price multiplied by 0.9500.
All WashingtonFirst stock options, whether vested or unvested,
will fully vest upon completion of the Transaction and will be
cashed out for an amount equal to the value of the per share
Merger Consideration less the option exercise price. The value of
the per share Merger Consideration for this purpose will be the
exchange ratio multiplied by the Parent Average Price used to
calculate the exchange ratio. Each outstanding WashingtonFirst
restricted stock award will vest at the effective time and will
convert into the right to receive the Merger Consideration.
to the terms of the Merger Agreement, at the effective time of
the First-Step Merger, Sandy Spring will (i) increase the size of
its Board of Directors to fifteen members, (ii) appoint Joseph S.
Bracewell, the Chairman of the Board of Directors of
WashingtonFirst, and Shaza L. Andersen, the President and Chief
Executive Officer of WashingtonFirst, along with two additional
current members of the Board of Directors of WashingtonFirst (the
WashingtonFirst Directors), to be designated by Sandy Spring
after consultation with WshingtonFirst, to its Board of Directors
to serve until the next annual meeting of shareholders and until
his or her successor is elected and qualifies and (iii) appoint
Joseph S. Bracewell and Shaza L. Andersen to the Executive
Committee of Sandy Springs Board of Directors. In addition, at
the effective time of the First-Step Merger, Sandy Spring will
cause Sandy Spring Bank to (i) increase the size of its Board of
Directors to fifteen members, and (ii) appoint Joseph S.
Bracewell, Shaza L. Andersen and two additional current members
of the Board of Directors of WashingtonFirst, to be designated by
Sandy Spring after consultation with WashingtonFirst, to its
Board of Directors to serve until the next annual meeting of
shareholders and until his or her successor is elected and
qualifies. The Board of Directors of Sandy Spring will take
appropriate actions to cause the WashingtonFirst Directors to be
nominated to stand for election by Sandy Springs shareholders at
Sandy Springs next annual meeting of shareholders, with Joseph S.
Bracewell nominated as a Class I director with a term expiring at
the 2021 annual meeting of shareholders and the other
WashingtonFirst Directors nominated to such classes as the
Nominating Committee of Sandy Springs Board of Directors shall
determine so that the number of directors in each class is as
nearly equal as possible. Thereafter, Sandy Spring will apply its
normal governance and nomination procedures to the re-election of
incumbent directors.
The Merger Agreement contains customary representations and
warranties from both Sandy Spring and WashingtonFirst, each with
respect to its and its subsidiaries businesses. Each party has
also agreed to customary covenants, including, among others,
covenants relating to the conduct of its business during the
interim period between the execution of the Merger Agreement and
the effective time of the First-Step Merger and each partys
obligation to call a meeting of its shareholders to adopt and
approve the Merger Agreement, in the case of WashingtonFirst, and
to approve the issuance of the shares of Sandy Spring common
stock in connection with the First-Step Merger, in the case of
Sandy Spring. Subject to certain exceptions, WashingtonFirst has
agreed to recommend that its shareholders adopt and approve the
Merger Agreement and Sandy Spring has agreed to recommend that
its shareholders approve the issuance of shares of Sandy Spring
common stock in connection with the First-Step Merger. In
addition, WashingtonFirst has agreed that, subject to certain
exceptions, it will not, and will cause its subsidiaries and
their representatives not to, solicit, initiate, encourage or
take any action to facilitate (including by providing non-public
information) any inquiries or proposals with respect to any
acquisition proposals. The Merger Agreement provides certain
termination rights for each of Sandy Spring and WashingtonFirst,
and further provides that if the Merger Agreement is terminated
under certain circumstances, WashingtonFirst or Sandy Spring, as
applicable, will be obligated to pay the other party a
termination fee equal to $18.5 million.
As described above, the consummation of the Integrated Mergers is
subject to customary closing conditions, including (i) receipt of
the requisite approvals of the WashingtonFirsts and Sandy Springs
shareholders, (ii) receipt of all required regulatory approvals,
(iii) the absence of any law or order prohibiting the closing,
(iv) the effectiveness of the registration statement to be filed
by Sandy Spring with the Securities and Exchange Commission (the
SEC) with respect to the Sandy Spring common stock to be issued
in the First-Step Merger and (v) authorization for listing on the
NASDAQ Global Select Market of the shares of Sandy Spring common
stock to be issued in the First-Step Merger. In addition, each
partys obligation to consummate the Integrated Mergers is subject
to certain other customary conditions, including (a) the accuracy
of the representations and warranties of the other party subject
to certain materiality standards, (b) compliance in all material
respects by the other party with its covenants and (c) receipt by
such party of an opinion from such partys counsel to the effect
that the Integrated Mergers will qualify as a reorganization
within the meaning of Section 368(a) of the Internal Revenue Code
of 1986, as amended.
The Merger Agreement includes customary representations,
warranties and covenants of WashingtonFirst and Sandy Spring made
to each other as of specific dates. The assertions embodied in
those representations and warranties were made solely for
purposes of the Merger Agreement and are not intended to provide
factual, business or financial information about WashingtonFirst
or Sandy Spring. Moreover, some of those representations and
warranties may not be accurate or complete as of any specified
date, may be subject to a contractual standard of materiality
different from those generally applicable to shareholders or
different from what a shareholder might view as material, may
have been used for purposes of allocating risk between
WashingtonFirst and Sandy Spring rather than establishing matters
as facts, may have been qualified by certain disclosures not
reflected in the Merger Agreement that were made to the other
party in connection with the negotiation of the Merger Agreement
and generally were solely for the benefit of the parties to the
Merger Agreement. Shareholders should read the Merger Agreement
together with the other information concerning Sandy Spring and
WashingtonFirst that is publicly filed in reports and statements
with the SEC.
The foregoing description of the Merger Agreement is included to
provide information regarding its terms and does not purport to
be complete and is qualified in its entirety by reference to the
Merger Agreement, which is filed as Exhibit 2.1 to this Current
Report on Form 8-K, and is incorporated herein by reference.
Item 8.01Other Events.
Simultaneous with the execution of the Merger Agreement, Sandy
Spring entered into separate voting agreements with each of the
directors (in their capacity as shareholders) of WashingtonFirst
and WashingtonFirst Bank (collectively, the WashingtonFirst
Voting Agreements), in which each such shareholder agreed, among
other things, to vote the shares of WashingtonFirst common stock
beneficially owned by such shareholder in favor of the First-Step
Merger. In addition, each such shareholder has agreed to vote
against any proposal made in competition with the First-Step
Merger, as well as certain other restrictions with respect to the
voting and transfer of such shareholders shares of
WashingtonFirst common stock. The foregoing description of the
WashingtonFirst Voting Agreements does not purport to be complete
and is qualified in its entirety by reference to the full text of
the WashingtonFirst Voting Agreements, a form of which is
attached hereto as Exhibit 10.1 and is incorporated herein by
reference.
Simultaneous with the execution of the Merger Agreement, Sandy
Spring also entered into a voting agreement with Endicott
Opportunity Partners III, L.P. (Endicott), in its capacity as a
shareholder of WashingtonFirst (the Endicott Voting Agreement),
in which Endicott agreed, among other things, to vote the shares
of WashingtonFirst common stock beneficially owned by it in favor
of the First-Step Merger. In addition, Endicott has agreed to
vote against any proposal made in competition with the First-Step
Merger, as well as certain other restrictions with respect to the
voting and transfer of Endicotts shares of WashingtonFirst common
stock. The foregoing description of the Endicott Voting
Agreements does not purport to be complete and is qualified in
its entirety by reference to the full text of the Endicott Voting
Agreement, a copy of which is attached hereto as Exhibit 10.2 and
is incorporated herein by reference.
Additionally, simultaneous with the execution of Merger
Agreement, WashingtonFirst entered into separate voting
agreements with each of the directors (in their capacity as
shareholders) of Sandy Spring (collectively, the Sandy Spring
Voting Agreements), in which each such shareholder agreed, among
other things, to vote the shares of Sandy Spring common stock
beneficially owned by such shareholder in favor of the issuance
of the shares of Sandy Spring common stock as the Merger
Consideration. The foregoing description of the Sandy Spring
Voting Agreements does not purport to be complete and is
qualified in its entirety by reference to the full text of the
Sandy Spring Voting Agreements, a form of which is attached
hereto as Exhibit 10.3 and is incorporated herein by reference.
Item 9.01Financial Statements and
Exhibits.
(d)Exhibits.
| Exhibit No. | Description | |
| 2.1 |
Agreement and Plan of Merger, dated as of May 15, 2017, by and among Sandy Spring Bancorp, Inc., Touchdown Acquisition, Inc. and WashingtonFirst Bankshares, Inc. |
|
| 10.1 |
Form of Voting Agreement by and between Sandy Spring Bancorp, Inc. and directors of WashingtonFirst Bankshares, Inc. |
|
| 10.2 |
Voting Agreement by and between Sandy Spring Bancorp, Inc. and Endicott Opportunity Partners III, L.P. |
|
| 10.3 |
Form of Voting Agreement by and between WashingtonFirst Bankshares, Inc. and directors of Sandy Spring Bancorp, Inc. |
Forward-looking Statements
This report contains forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995
with respect to the financial condition, results of operations,
plans, objectives, future performance and business of Sandy
Spring and WashingtonFirst. Forward-looking statements, which may
be based upon beliefs, expectations and assumptions of Sandy
Springs and WashingtonFirsts management and on information
currently available to management, are generally identifiable by
the use of words such as believe, expect, anticipate, plan,
intend, outlook, estimate, forecast, project, may, will, would,
could, should or other similar words and expressions. These
forward-looking statements are subject to numerous assumptions,
risks and uncertainties, which change over time. Forward-looking
statements speak only as of the date they are made, and neither
Sandy Spring nor WashingtonFirst undertakes any obligation to
update any statement in light of new information or future
events. Annualized, pro forma, projected and estimated numbers
are used for illustrative purpose only, are not forecasts and may
not reflect actual results.
In addition to factors previously disclosed in Sandy Springs and
WashingtonFirsts reports filed with the U.S. Securities and
Exchange Commission (the SEC), the following factors among
others, could cause actual results to differ materially from
those in its forward-looking statements: (i) the possibility that
any of the anticipated benefits of the proposed transaction
between Sandy Spring and WashingtonFirst will not be realized or
will not be realized within the expected time period; (ii) the
risk that integration of operations of WashingtonFirst with those
of Sandy Spring will be materially delayed or will be more costly
or difficult than expected; (iii) the inability to complete the
proposed transaction due to the failure of required shareholder
approvals; (iv) the failure to satisfy other conditions to
completion of the proposed transaction, including receipt of
required regulatory and other approvals; (v) the failure of the
proposed transaction to close for any other reason; (vi) the
effect of the announcement of the transaction on customer
relationships and operating results; (vii) the possibility that
the transaction may be more expensive to complete than
anticipated, including as a result of unexpected factors or
events; (viii) general economic conditions and trends, either
nationally or locally; (ix) conditions in the securities markets;
(x) changes in interest rates; (xi) changes in deposit flows, and
in the demand for deposit, loan, and investment products and
other financial services; (xii) changes in real estate values;
(xiii) changes in the quality or composition of Sandy Springs or
WashingtonFirsts loan or investment portfolios; (xiv) changes in
competitive pressures among financial institutions or from
non-financial institutions; (xv) the ability to retain key
members of management; and (xvi) changes in legislation,
regulations, and policies.
Additional Information About the Acquisition and
Where to Find It
In connection with the proposed merger transaction, Sandy Spring
will file with the Securities and Exchange Commission a
Registration Statement on Form S-4 that will include a Joint
Proxy Statement of Sandy Spring and WashingtonFirst, and a
Prospectus of Sandy Spring, as well as other relevant documents
concerning the proposed transaction. Shareholders are urged to
read the Registration Statement and the Joint Proxy
Statement/Prospectus regarding the merger when it becomes
available and any other relevant documents filed with the SEC, as
well as any amendments or supplements to those documents, because
they will contain important information about Sandy Spring,
WashingtonFirst and the proposed merger.
A free copy of the Joint Proxy Statement/Prospectus, as well as
other filings containing information about Sandy Spring and
WashingtonFirst, may be obtained at the SECs Internet site
(http://www.sec.gov). You will also be able to obtain these
documents, free of charge, from Sandy Spring at
www.sandyspringbank.com under the tab Investor Relations, and
then under the heading SEC Filings or from WashingtonFirst by
accessing WashingtonFirsts website at www.wfbi.com under the tab
Investor Relations, and then selecting SEC Filings under the
heading Documents and Filings. Alternatively, these documents,
when available, can be obtained free of charge from Sandy Spring
upon written request to Sandy Spring Bancorp, Inc., Corporate
Secretary, 17801 Georgia Avenue, Olney, Maryland 20832 or by
calling (800) 399-5919, or from WashingtonFirst, upon written
request to WashingtonFirst Bankshares, Inc., Corporate Secretary,
11921 Freedom Drive, Suite 250, Reston, Virginia 20190 or by
calling (703) 840-2410.
Participants in the Solicitation
Sandy Spring and WashingtonFirst and certain of their directors
and executive officers may be deemed to be participants in the
solicitation of proxies from the shareholders of Sandy Spring and
WashingtonFirst in connection with the proposed merger.
Information about the directors and executive officers of Sandy
Spring is set forth in the proxy statement for Sandy Springs 2017
annual meeting of shareholders, as filed with the SEC on a
Schedule 14A on March 22, 2017. Information about the directors
and executive officers of WashingtonFirst is set forth in the
proxy statement for WashingtonFirsts 2017 annual meeting of
shareholders, as filed with the SEC on a Schedule 14A on March
14, 2017. Additional information regarding the interests of those
participants and other persons who may be deemed participants in
the transaction may be obtained by reading the Joint Proxy
Statement/Prospectus regarding the proposed merger when it
becomes available. Free copies of this document may be obtained
as described in the preceding paragraph.
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. SANDY SPRING BANCORP, INC. (NASDAQ:SASR) Recent Trading Information
SANDY SPRING BANCORP, INC. (NASDAQ:SASR) closed its last trading session down -0.22 at 39.25 with 481,637 shares trading hands.