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): March 30, 2017

 

 

FRANKLIN FINANCIAL NETWORK, INC.

(Exact name of registrant as specified in charter)

 

 

 

Tennessee   001-36895   20-8839445
(State or other jurisdiction   (Commission   (IRS Employer
of incorporation)   File Number)   Identification No.)

722 Columbia Avenue, Franklin, Tennessee 37064

(Address of Principal Executive Offices)

615-236-2265

(Registrant’s Telephone Number, Including Area Code)

(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 30, 2017, Franklin Financial Network, Inc. (the “Company”) and Franklin Synergy Bank, a Tennessee banking corporation and wholly owned subsidiary of the Company (“FSB”), entered into Amendment No. 2 (the “Amendment”) to the Agreement and Plan of Reorganization and Bank Merger dated December 14, 2015 with Civic Bank & Trust (“Civic”), a Tennessee banking corporation (as amended by Amendment No. 1 dated May 9, 2016, the “Merger Agreement”), solely to extend the termination date set forth in the Merger Agreement until September 30, 2017, subject to extension by the Company until December 31, 2017. For the extension to take place, the Company is required to provide Civic with evidence reasonably satisfactory to Civic that an application for approval of the merger has been filed with and accepted for processing by the Federal Reserve System on or before September 30, 2017.

The foregoing summary of the Amendment does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Amendment, filed as Exhibit 2.1 to this Current Report on Form 8-K and incorporated herein by reference.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit

Number

  

Description

2.1    Amendment No. 2 to the Agreement and Plan of Reorganization and Bank Merger

SIGNATURE

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.

Date: March 31, 2017

 

FRANKLIN FINANCIAL NETWORK, INC.
By:   /s/ Sarah Meyerrose
 

Sarah Meyerrose

Executive Vice President and

Chief Financial Officer

EXHIBIT INDEX

 

Exhibit
Number

  

Description

2.1    Amendment No. 2 to the Agreement and Plan of Reorganization and Bank Merger

Exhibit 2.1

AMENDMENT NO. 2 TO THE

AGREEMENT AND PLAN OF REORGANIZATION AND BANK MERGER

THIS AMENDMENT NO. 2 (the “Amendment”) to the AGREEMENT AND PLAN OF REORGANIZATION AND BANK MERGER dated December 14, 2015, as previously amended by Amendment No. 1 on May 9, 2016, (the “Agreement”), is made and entered into this 30th day of March, 2017, among Civic Bank & Trust, a Tennessee banking corporation (the “Bank”); Franklin Financial Network, Inc., a Tennessee corporation (“Buyer BHC”); and Franklin Synergy Bank, a Tennessee banking corporation (“Buyer Bank”).

W I T N E S S E T H:

WHEREAS , the Boards of Directors of Bank, Buyer BHC, and Buyer Bank have approved this Amendment respectively on March 23, 2017, March 28, 2017, and March 28, 2017.

NOW, THEREFORE, pursuant to Section 12(b) of the Agreement, the parties hereto agree as follows:

1. Section 10(d) of the Agreement is amended by deleting the current contents thereof in their entirety and substituting therefor the following:

(d) Termination. If the Merger shall not have been consummated on or before September 30, 2017 (subject to extension by Buyer BHC until December 31, 2017, if Buyer BHC shall have provided Bank with evidence reasonably satisfactory to Bank that an application for approval of the Merger has, on or before September 30, 2017, been filed with and accepted for processing by the Federal Reserve System), or such later date as may be agreed upon in writing by the parties, any party may, if it is not itself in breach of a representation, warranty, covenant or agreement hereunder, and if any condition to the obligation of a party to consummate the Merger is impossible to be satisfied by such date or such other date as may be agreed upon by the parties, terminate this Agreement (except those surviving provisions referred to in Section 10(b)) upon written notice to the other parties. In no event shall a party or person be entitled to the remedies provided in Section 10(c), whether termination is made pursuant to Section 10(b), 10(c), or 10(d) or otherwise, if such party or person was, at the time of termination, in material breach of any of its covenants or agreements herein.

2. This Amendment may be executed in any number of counterparts (which may be delivered by facsimile, email, or other similar means of electronic transmission), each of which, when duly executed, shall be deemed an original and all of which together shall constitute one and the same instrument.

3. This Amendment shall in all respects be governed by and construed, interpreted, and enforced in accordance with the laws of the State of Tennessee, without regard to principles of conflict of laws.

4. Ratification. Except as expressly amended by this Amendment, the Agreement is ratified and confirmed in all respects and shall remain in full force and effect in accordance with its terms.

 

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IN WITNESS WHEREOF , the parties have caused this Amendment to be executed and delivered as of the day and year first above written, such execution having been duly authorized by the respective Boards of Directors of Buyer BHC, Buyer Bank, and the Bank.

 

CIVIC BANK & TRUST     FRANKLIN FINANCIAL NETWORK, INC.
By:   /s/ Dr. Anil Patel     By:   /s/ Richard E. Herrington
  Dr. Anil Patel, Chairman      

Richard E. Herrington, President and

Chief Executive Officer

    FRANKLIN SYNERGY BANK
      By:   /s/ Richard E. Herrington
       

Richard E. Herrington, Chairman

and Chief Executive Officer

 

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