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): September 29, 2017
FRANKLIN FINANCIAL NETWORK, INC.
(Exact name of registrant as specified in charter)
Tennessee | 001-36895 | 20-8839445 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
722 Columbia Avenue, Franklin, Tennessee 37064
(Address of Principal Executive Offices)
615-236-2265
(Registrants 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)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒
Item 1.01. | Entry Into a Material Definitive Agreement. |
On September 29, 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. 3 (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 and Amendment No. 2 dated March 30, 2017, the Merger Agreement), to amend the termination date set forth in the Merger Agreement. Pursuant to the Amendment, either party may terminate the Merger Agreement if (i) the Company has not provided evidence to Civic that an application for approval of the merger has been filed with the Federal Reserve System on or before the earlier of November 15, 2017 and the date that is 10 days after the Federal Reserve System notifies FSB that it may proceed with such filing, or (ii) the merger is not consummated on or before July 1, 2018, or such later date as may be agreed upon in writing by the parties. In addition, Civic may terminate the Merger Agreement immediately upon notification from FSB that it has received notice from the Federal Reserve System that it may not proceed with filing an application for approval of the merger.
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. 3 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: October 5, 2017
FRANKLIN FINANCIAL NETWORK, INC. | ||
By: | /s/ Sarah Meyerrose | |
Sarah Meyerrose Executive Vice President and Chief Financial Officer |
Exhibit 2.1
AMENDMENT NO. 3 TO THE
AGREEMENT AND PLAN OF REORGANIZATION AND BANK MERGER
THIS AMENDMENT NO. 3 (this 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, and Amendment No. 2 on March 30, 2017 (the Agreement), is made and entered into this 29th day of September, 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;
WHEREAS , the Tennessee Department of Financial Institutions has approved the application for approval of the Merger (as defined in the Agreement) filed by Buyer Bank; and
WHEREAS, the Federal Reserve System has asked the Buyer Bank to postpone the filing of an application for approval of the Merger with the Federal Reserve System until such time as the Federal Reserve System confirms that the Buyer Bank may proceed with such filing.
NOW, THEREFORE , pursuant to Section 12(b) of the Agreement, the parties hereto agree as follows:
1. Section 8(m) of the Agreement is amended by deleting the current contents thereof in their entirety and substituting therefor the following:
(m) Timely Completion . The Effective Time must occur on or before the Outside Date (defined below in Section 10(d)), subject to any regulatory or court imposed delay outside the control of the parties.
2. Section 9(l) of the Agreement is amended by deleting the current contents thereof in their entirety and substituting therefor the following:
(l) Timely Completion . The Effective Time must occur on or before the Outside Date (defined below in Section 10(d)), subject to any regulatory or court imposed delay outside the control of the parties.
3. 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 (i) Buyer BHC shall not have provided Bank with evidence reasonably satisfactory to Bank that an application for approval of the Merger has been filed with the Federal Reserve System on or before the earlier of November 15, 2017, and the date which is 10 days after the Federal Reserve System notifies Buyer Bank that it may proceed with such filing, or such later date as may be agreed upon in writing by the parties, or (ii) the Merger is not consummated on or before July 1, 2018 (the Outside Date), or such later date as may be agreed upon in writing by the parties, any party may, or if any condition to the obligation of a party to consummate the Merger is impossible to be satisfied by the Outside Date, or such later date as may be agreed upon by the parties, such party may, in each case if it is not itself in breach of a representation, warranty, covenant or agreement hereunder, terminate this Agreement (except those surviving provisions referred to in Section 10(b)) upon written notice to the other parties. Further, Bank may terminate this Agreement immediately upon notice from Buyer Bank that Buyer Bank has received notice from the Federal Reserve System that Buyer Bank may not proceed with filing an application for approval of the Merger, such notice to be given by Buyer Bank to Bank within five days of Buyer Banks receipt of notice from the Federal Reserve System. 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.
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4. 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.
5. 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.
6. 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.
(Signature Page Follows)
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IN WITNESS WHEREOF , the parties have caused this Amendment to be executed and delivered effective as of the 29th day of September, 2017, 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 |
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FRANKLIN SYNERGY BANK | ||||||||
By: | /s/ Richard E. Herrington | |||||||
Richard E. Herrington, Chairman and Chief Executive Officer |
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