SHORE BANCSHARES, INC. (NASDAQ:XBKS) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01.
| Entry into a Material Definitive Agreement |
On January 10, 2017, Shore Bancshares, Inc. (the Company)
announced that its banking subsidiary, Shore United Bank, has
entered into a purchase and assumption agreement to acquire three
bank branches located in the greater Baltimore, Maryland
metropolitan area from Northwest Bank, the wholly-owned
subsidiary of Northwest Bancshares, Inc. (the Purchase
Agreement).
to the Purchase Agreement, Shore United Bank has agreed to assume
approximately $214 million in deposits and will acquire
approximately $152 million in performing loans and $40 million of
cash associated with the three bank branches. Shore United Bank
has agreed to pay a deposit premium equal to 8.0% of the balance
of assumed deposits, which premium will decrease to 7.25% if
deposits decrease to less than $182.0 million. In addition, Shore
United Bank has the option (i) to exclude certain loans before
closing, and (ii) to require the repurchase or exchange of any
nonperforming loans for up to 75 days after closing.
Subject to customary closing conditions, including the receipt of
all necessary regulatory approvals, the acquisition is expected
to be completed during the second quarter of 2017.
The foregoing description of the Purchase Agreement does not
purport to be complete and is qualified in its entirety by
reference to the full text of the Purchase Agreement, which is
attached hereto as Exhibit 1.1 and is incorporated herein by
reference. The representations, warranties and covenants of each
party set forth in the Purchase Agreement have been made only for
purposes of, and were and are solely for the benefit of the
parties to, the Purchase Agreement, may be subject to limitations
agreed upon by the contracting parties, including being qualified
by confidential disclosures made for the purposes of allocating
contractual risk between the parties to the Purchase Agreement
instead of establishing these matters as facts, and may be
subject to standards of materiality applicable to the contracting
parties that differ from those applicable to investors.
Accordingly, the representations and warranties may not describe
the actual state of affairs at the date they were made or at any
other time, and investors should not rely on them as statements
of fact. In addition, such representations and warranties (i)
will only survive consummation of the transactions contemplated
by the Purchase Agreement as specified therein, and (ii) were
made only as of the date of the Purchase Agreement or such other
date as is specified in the Purchase Agreement. Moreover,
information concerning the subject matter of the representations,
warranties and covenants may change after the date of the
Purchase Agreement, which subsequent information may or may not
be fully reflected in the parties’ public disclosures.
Accordingly, the Purchase Agreement is included with this filing
only to provide investors with information regarding the terms of
the Purchase Agreement, and not to provide investors with any
other factual information regarding Shore United Bank or
Northwest Bank or any of their respective affiliates or
businesses.
| Item 7.01. | Regulation FD Disclosure |
On January 10, 2017, the Company issued a press release
announcing the execution of the Purchase Agreement. A copy of the
press release is attached as Exhibit 99.1 to this report and is
incorporated herein by reference. Information contained herein,
including Exhibit 99.1, shall not be deemed filed for the
purposes of the Securities Exchange Act of 1934, nor shall such
information and Exhibit be deemed incorporated by reference in
any filing under the Securities Act of 1933, except as shall be
expressly set forth by specific reference in such a filing
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
The exhibits that are filed or furnished with this report are
listed in the Exhibit Index that immediately follows the hereto,
which list is incorporated herein by reference.
to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
| SHORE BANCSHARES, INC. | |||
| Dated: January 10, 2017 | By: | /s/ Lloyd L. Beatty, Jr. |
|
| Lloyd L. Beatty, Jr. President and Chief Executive Officer |
EXHIBIT INDEX
Exhibit
| Number | Description |
| 1.1 |
Purchase and Assumption Agreement, dated as of January 10, 2017, by and between Northwest Bank and Shore United Bank* |
| 99.1 |
Press Release, dated January 10, 2017, issued by the Company announcing Purchase and Assumption Agreement. |
| * | Schedules and exhibits have been omitted |
About SHORE BANCSHARES, INC. (NASDAQ:XBKS)
Xenith Bankshares, Inc., formerly Hampton Roads Bankshares, Inc., is the bank holding company for Xenith Bank (the Bank). The Bank is a commercial bank targeting the banking needs of middle market and small businesses, local real estate developers and investors, private banking clients, and select retail banking clients. The Bank operates a loan production office in Newport News, Virginia. Its services and products consist primarily of taking deposits from, and making loans to, its target customers within its target markets. The Bank provides a selection of commercial and retail banking products, including commercial and industrial loans, commercial and residential real estate loans, and select consumer loans. The Bank offers a range of checking, savings and treasury products, including remote deposit capture, automated clearing house transactions, debit cards, 24-hour automated teller machine (ATM) access, Internet and mobile banking, and bill pay service. SHORE BANCSHARES, INC. (NASDAQ:XBKS) Recent Trading Information
SHORE BANCSHARES, INC. (NASDAQ:XBKS) closed its last trading session up +0.59 at 28.81 with 67,176 shares trading hands.