UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): February 16, 2016
YADKIN FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
| North Carolina | 000-52099 | 20-4495993 | ||
(State or other jurisdiction of incorporation or organization) | (Commission File Number) | (IRS Employer Identification No.) | ||
3600 Glenwood Avenue, Suite 300
Raleigh, North Carolina 27612
(Address of principal executive offices, including zip code)
(919) 659-9000
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
ý Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 8.01. Other Events
On February 15, 2016, the Board of Directors of Yadkin Financial Corporation declared an extraordinary cash dividend of $0.50 per share of its outstanding unrestricted common stock. The dividend is payable on or after March 7, 2016 to shareholders of record as of February 29, 2016. A press release announcing the details of the dividend declaration is attached as Exhibit 99.1.
In addition, Yadkin Financial Corporation announced that it has received all required regulatory approvals for its pending merger with NewBridge Bancorp and, subject to the receipt of the required shareholder approvals and the satisfaction or waiver of all other closing conditions, it is expected to occur on or about March 1, 2016.
None of the information furnished in Item Item 8.01 or Exhibit 99.1 hereto shall be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended. Unless expressly set forth by specific reference in such filings, none of the information furnished in this report shall be incorporated by reference in any filing under the Securities Act of 1933, as amended, whether made before or after the date hereof and regardless of any general incorporation language in such filings.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description of Exhibit
Exhibit 99.1 Press release dated February 16, 2016
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: February 16, 2016 | YADKIN FINANCIAL CORPORATION | ||
| By: | /s/ Terry S. Earley | ||
| Terry S. Earley | |||
| Executive Vice President and Chief Financial Officer | |||
EXHIBIT INDEX
| Exhibit No. | Description of Exhibit |
| Exhibit 99.1 | Press release dated February 16, 2016 |