UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January 30, 2017
FIRST GUARANTY BANCSHARES, INC.
(Exact name of registrant as specified in its charter)
| Louisiana | 001-37621 | 26-0513559 | |
| (State or other jurisdiction | (Commission File Number) | (I.R.S. Employer | |
| incorporation or organization) | Identification Number) | ||
| 400 East Thomas Street | |||
| Hammond, Louisiana | 70401 | ||
| (Address of principal executive offices) | (Zip Code) | ||
| (985) 345-7685 | |||
| (Registrant’s telephone number, including area code) | |||
| Not Applicable | |||
| (Former name or former address, if changed since last report) | |||
Check the appropriate box if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☒Written communications pursuant to Rule 425 under Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
EXPLANATORY NOTE
On January 30, 2017, First Guaranty Bancshares, Inc. ("First Guaranty") filed a Current Report on Form 8-K (the "Original Form 8-K") reporting that on January 30, 2017, First Guaranty entered into an Agreement and Plan of Merger (the "Merger Agreement") with Premier Bancshares, Inc., a Texas corporation ("Premier"), pursuant to which Premier will merge with and into First Guaranty (the "Merger"). This Form 8-K/A is being filed to correct a technical error in the Gross Consideration as described in the Original Form 8-K and the Merger Agreement as filed as Exhibit 2.1 thereto. The Gross Consideration is corrected to equal an amount in cash, equal to the Premier book value as of December 31, 2016 as reflected on the audited financial statements of Premier plus $1.5 million instead of $1.4 million.
Except as described above, this Form 8-K/A does not modify or update disclosure in, or exhibits to, the Original Form 8-K. Information not affected by this Form 8-K/A remains unchanged and reflects the disclosures made at the time the Original Form 8-K was filed.
Item 1.01 Entry into a Material Definitive Agreement
First Guaranty has made a technical correction to the following description of the Gross Consideration:
Under the terms of the Merger Agreement, each outstanding share of Premier common stock will be converted into the right to receive (i) an amount in cash, equal to the Premier book value as of December 31, 2016 as reflected on the audited financial statements of Premier plus $1.5 million (the "Gross Consideration"), divided by the total number of shares of Premier common stock outstanding as of the business day immediately prior to the closing date, multiplied by 50%; and (ii) that number of shares of First Guaranty common stock equal to the Gross Consideration divided by the total number of shares of Premier common stock outstanding as of the business day immediately prior to the closing date, multiplied by 50%, divided by the Average Closing Price of First Guaranty common stock.
The Merger Agreement has been corrected to reflect the correct Gross Consideration and it is filed as Exhibit 2.1 to this Current Report on Form 8-K/A and is incorporated into this report by reference.
Forward-Looking Statements
This Current Report on Form 8-K/A contains forward‐looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward‐looking statements include, but are not limited to, statements about (i) the benefits of the Merger, including future financial and operating results and cost savings that may be realized from the Merger; (ii) First Guaranty's and Premier's plans, objectives, expectations and intentions and other statements that are not historical facts; and (iii) other statements identified by words such as "expects," "anticipates," "intends," "plans," "believes," "seeks," "estimates" or words of similar meaning. These forward-looking statements are based upon the current beliefs and expectations of the management of First Guaranty and Premier and are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are beyond our control. In addition, these forward‐looking statements are subject to assumptions with respect to future business strategies and decisions that are subject to change. Actual results may differ materially from the anticipated results discussed in these forward‐looking statements.
The following factors, among others, could cause actual results to differ materially from the anticipated results or other expectations expressed in the forward‐looking statements: (1) the businesses of First Guaranty and Premier may not be combined successfully, or such combination may take longer to accomplish than expected; (2) the cost savings from the Merger may not be fully realized or may take longer to realize than expected; (3) operating costs, customer loss and business disruption following the Merger, including adverse effects on relationships with employees, may be greater than expected; (4) governmental approvals of the Merger may not be obtained, or adverse regulatory conditions may be imposed in connection with governmental approvals of the Merger; (5) the stockholders of Premier may fail to approve the Merger; (6) adverse governmental or regulatory policies may be enacted; (7) the interest rate environment may further compress margins and adversely affect net interest income; (8) the risks associated with adverse changes in asset quality and adverse changes to credit quality; (9) difficulties associated with achieving expected future financial results; (10) competition from other financial services companies in First Guaranty's and Premier's markets; and (11) the risk of an economic slowdown that would adversely affect credit quality and loan originations. Additional factors that could cause actual results to differ materially from those expressed in the forward‐looking statements are discussed in First Guaranty's reports (such as the Annual Report on Form 10‐K, Quarterly Reports on Form 10‐Q and Current Reports on Form 8‐K) filed with the SEC and available at the SEC's Internet site (http://www.sec.gov). All subsequent written and oral forward‐looking statements concerning the proposed transaction or other matters attributable to First Guaranty or Premier or any person acting on their behalf are expressly qualified in their entirety by the cautionary statements above. Except as required by law, First Guaranty and Premier do not undertake any obligation to update any forward‐looking statement to reflect circumstances or events that occur after the date the forward‐looking statement is made.
Additional Information and Where to Find It
This communication is being made in respect of the proposed Merger transaction involving First Guaranty and Premier. This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval.
The proposed Merger will be submitted to Premier stockholders for their consideration. In connection with the proposed transaction, First Guaranty intends to file a registration statement on Form S-4 with the SEC, which will include a proxy statement of Premier and a prospectus of First Guaranty, and First Guaranty and Premier will file other documents regarding the proposed transaction with the SEC. Before making any voting or investment decision, investors and security holders of Premier are urged to carefully read the entire registration statement and proxy statement/prospectus, when they become available, as well as any amendments or supplements to these documents, because they will contain important information about the proposed transaction.
Premier and its directors and executive officers may be deemed to be participants in the solicitation of proxies from the stockholders of Premier in connection with the proposed Merger. 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 proxy statement/prospectus regarding the proposed Merger when it becomes available. The documents filed by First Guaranty with the SEC may be obtained free of charge at the SEC's website at www.sec.gov. In addition, the documents filed by First Guaranty may be obtained free of charge at its website at www.fgb.net or by contacting First Guaranty, Inc., 400 East Thomas Street, Hammond, Louisiana, Attention: Eric J. Dosch, Chief Financial Officer, telephone (985) 375-0308.
Item 9.01. Financial Statements and Exhibits.
| (a) | Not Applicable. |
| (b) | Not Applicable. |
| (c) | Not Applicable. |
| (d) | Exhibits |
| Exhibit No. | Description |
| Exhibit 2.1 | Agreement and Plan of Merger by and between First Guaranty Bancshares, Inc. and Premier Bancshares, Inc., dated as of January 30, 2017.* |
*Schedules and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K
SIGNATURES
Pursuant 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.
| FIRST GUARANTY BANCSHARES, INC. | |||
| (Registrant) | |||
| Date: February 3, 2017 | |||
| By: | /s/Alton B. Lewis, Jr. | ||
| Alton B. Lewis, Jr. | |||
| Vice Chairman of the Board and | |||
| Principal Executive Officer | |||