UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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): March 31, 2006
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Southeastern Bank Financial Corporation
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(Exact name of registrant as specified in charter)
Georgia 0-24172 58-2005097
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
3530 Wheeler Road, Augusta, GA 30909
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (706) 738-6990
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(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:
[_] Written communications pursuant to Rule 425 under the 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))
Item 1.01 Entry Into a Material Definitive Agreement
On March 31, 2006, Southeastern Bank Financial Corporation (the
"Registrant") completed a trust preferred securities financing in the amount of
$10 million. See Item 2.03 below. In connection with the financing, the
Registrant entered into a Indenture, a Guarantee Agreement and an Amended and
Restated Declaration of Trust filed as Exhibits 4.1, 4.2 and 4.3, respectively,
to this Report and incorporated herein by reference.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under
an Off-Balance Sheet Arrangement of a Registrant
On March 31, 2006, the Registrant completed a trust preferred securities
financing in the amount of $10 million. In the transaction, the Registrant
established Southeastern Bank Financial Trust II, a Delaware statutory trust
(the "Trust"). The Trust issued and sold $10 million of Preferred Securities
(the "Preferred Securities") in a private placement and issued $310,000 of Trust
common securities (the "Common Securities") to the Registrant. The Trust used
the proceeds of these issuances to purchase $10,310,000 of the Registrant's
Junior Subordinated Deferrable Interest Debentures due June 15, 2036 (the
"Debentures"). The Debentures and the Preferred Securities will bear interest at
a three-month LIBOR rate plus 1.40%, adjusted quarterly. The Debentures are the
sole assets of the Trust and are subordinate to the Registrant's senior
obligations. Concurrently with the issuance of the Debentures and the Preferred
Securities, the Registrant issued a guarantee related to the Preferred
Securities for the benefit of the holders.
The Debentures may be redeemed after five years, and sooner in certain
specific events, including in the event that the financing is not eligible for
treatment as Tier 1 capital, subject to prior approval by the Federal Reserve
Board, if then required. Interest on the Debentures may be deferred at any time
or from time to time for a period not exceeding 20 consecutive quarterly
payments (five years), provided there is no event of default and the deferral
does not extend beyond June 15, 2036.
Item 9.01 Financial Statements and Exhibits
Exhibit 4.1 - Indenture between the Registrant and LaSalle Bank
National Association (the "Trustee"), dated as of March
31, 2006.
Exhibit 4.2 - Guarantee Agreement between the Registrant and the
Trustee, dated as of March 31, 2006.
Exhibit 4.3 - Amended and Restated Declaration of Trust among the
Registrant, the Trustee, Christiana Bank & Trust
Company and certain Administrative Trustees, dated as
of March 31, 2006.
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.
SOUTHEASTERN BANK FINANCIAL CORPORATION
DATE: April 3, 2006 By: /s/ Darrell Rains
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Darrell Rains
Chief Financial Officer
EXHIBIT INDEX
Exhibit 4.1 - Indenture between the Registrant and LaSalle Bank
National Association (the "Trustee"), dated as of March
31, 2006.
Exhibit 4.2 - Guarantee Agreement between the Registrant and the
Trustee, dated as of March 31, 2006.
Exhibit 4.3 - Amended and Restated Declaration of Trust among the
Registrant, the Trustee, Christiana Bank & Trust
Company and certain Administrative Trustees, dated as
of March 31, 2006.