Southern First Bancshares, Inc. (NASDAQ:SFST) Files An 8-K Entry into a Material Definitive AgreementITEM 1.01 Entry into a Material Definitive Agreement.
On June 30, 2017, Southern First Bancshares, Inc. (the "Company") entered into a Loan and Security Agreement (the "Loan Agreement") with CenterState Bank, National Association (the "Lender") providing for a revolving multiple advances loan of up to an aggregate principal amount of $15,000,000. Borrowings under the Loan Agreement accrue interest at LIBOR plus 2.50% per annum. In connection with entering into the Loan Agreement, the Company issued to the Lender a Promissory Note dated as of June 30, 2017 (the “Promissory Note”) in the amount of up to $15,000,000. In addition, the Company paid an upfront commitment fee of $15,000, or 0.10% of the aggregate commitment amount, upon closing. Maturity of the Loan Agreement will be 36 months from the closing date. During this time, interest only payments will be due quarterly. The Company may at its option prepay the Promissory Note, in whole or in part, at any time without penalty, plus accrued interest in the amount prepaid to the date of prepayment.
The Loan Agreement contains customary representations, warranties, covenants and events of default, including, without limitation, covenants pertaining to investments and acquisitions and certain financial and capital ratios. An event of default will occur under the Loan Agreement if, among other things, the Company fails to timely comply with its obligations under the Loan Agreement or breaches its representations or covenants under the Loan Agreement (in each case, subject to applicable cure periods), or either the Company or its wholly-owned banking subsidiary, Southern First Bank (the “Bank”), commences or becomes the subject a bankruptcy or similar proceeding.
The obligations of the Company under the Loan Agreement are secured by a pledge of all of the capital stock of the Bank to a Pledge Agreement dated as of June 30, 2017 between the Company and the Lender (the "Pledge Agreement"). In the event of a default by the Company under the Loan Agreement, the Lender may terminate the commitments made under the Loan Agreement, declare all amounts outstanding to be payable immediately and exercise or pursue any other remedy permitted under the Loan Agreement or the Pledge Agreement, or conferred upon Lender by operation of law.
The descriptions contained herein of the Loan Agreement, the Promissory Note and the Pledge Agreement are qualified in their entirety by reference to the terms of such documents, each of which is attached hereto as an exhibit and incorporated herein by this reference.
Item 2.03 Creation of a Direct Financial Obligation.
The relevant disclosure set forth in Item 1.01 above is incorporated herein by reference in response to this Item 2.03.
ITEM 9.01(d) Exhibits.
| Exhibit No. | Exhibit |
| 10.1 | Loan and Security Agreement, dated as of June 30, 2017, by and between Southern First Bancshares, Inc. and CenterState Bank, National Association. |
| 10.2 | Promissory Note, dated as of June 30, 2017, by and between Southern First Bancshares, Inc. and CenterState Bank, National Association. |
| 10.3 | Pledge Agreement, dated as of June 30, 2017, by and between Southern First Bancshares, Inc. and CenterState Bank, National Association. |
SOUTHERN FIRST BANCSHARES INC ExhibitEX-10.1 2 southern3279391-ex101.htm LOAN AND SECURITY AGREEMENT,…To view the full exhibit click here
About Southern First Bancshares, Inc. (NASDAQ:SFST)
Southern First Bancshares, Inc. is a bank holding company that owns the capital stock of Southern First Bank (the Bank), a South Carolina state bank, and all of the stock of Greenville First Statutory Trust I and II (the Trusts). The Bank is a commercial bank with approximately nine retail offices located in Greenville, Columbia and Charleston, South Carolina. The Bank is primarily engaged in the business of accepting demand deposits and savings deposits insured by the Federal Deposit Insurance Corporation (the FDIC) and providing commercial, consumer and mortgage loans to the public. In addition to deposit and loan services, the Company offers other bank services, such as Internet banking, cash management services, safe deposit boxes, direct deposit and automatic drafts for various accounts. The Bank offers a range of lending services, including real estate, commercial, and equity-line consumer loans to individuals and small- to medium-sized businesses, and professional firms.