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): April 2, 2019

 

 

Spirit of Texas Bancshares, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Texas
  001-38484   90-0499552
(State or other jurisdiction
of incorporation) 		 

(Commission

File Number)

  (IRS Employer
Identification No.)

1836 Spirit of Texas Way

Conroe, Texas 77301

(Address of principal executive offices) (Zip Code)

(936) 521-1836

(Registrant’s telephone number, including area code)

 

 

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 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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 2.01

Completion of Acquisition or Disposition of Assets

On April 2, 2019, pursuant to the previously announced Agreement and Plan of Reorganization, dated as of November 27, 2018 (the “Reorganization Agreement”), by and between Spirit of Texas Bancshares, Inc., a Texas corporation (“Spirit”), and First Beeville Financial Corporation, a Texas corporation (“Beeville”), Beeville merged with and into Spirit, with Spirit continuing as the surviving corporation (the “Merger”). Immediately after the Merger, The First National Bank of Beeville (“Beeville Bank”), a national banking association and wholly-owned subsidiary of Beeville, merged with and into Spirit of Texas Bank, SSB (“Spirit Bank”), a Texas state savings bank and wholly-owned subsidiary of Spirit, with Spirit Bank continuing as the surviving bank.

Pursuant to the terms and conditions set forth in the Reorganization Agreement, each outstanding share of Beeville common stock, no par value, held immediately prior to the effective time of the Merger was converted into the right to receive $547.45 in cash and approximately 26.7048 shares of Spirit common stock, no par value (“Spirit Common Stock”). In lieu of each fractional share of Spirit Common Stock that would otherwise have been issued to Beeville shareholders in the Merger, Spirit will pay cash in an amount (rounded to the nearest cent) determined by multiplying such fraction by $19.81.

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

 

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Pursuant to the Reorganization Agreement, the Board of Directors (the “Board”) of Spirit increased the number of directors of Spirit from ten (10) to eleven (11), with such new directorship being added to Class II of the Board, and appointed Allen C. Jones, IV to fill such resultant Class II directorship, effective upon consummation of the Merger. As of the date of this filing, Mr. Jones has not been appointed to any of committees of the Board.

Prior to joining Spirit, Mr. Jones (age 69) served as a director of Beeville and Beeville Bank. He is and has been the owner and manager of cattle and hunting operations through Jones Ranch LLC, a ranch that began in south Texas in 1895, since 1996. In addition to ranching, Mr. Jones’ other business activities include directorships with The First National Bank of Hebbronville and Mesteña Operations, Ltd. of Corpus Christi, Texas. He currently serves as a director for the Texas Wildlife Association, the Texas and Southwestern Cattle Raisers Association, an honorary director of the Texas and Southwestern Cattle Raisers Foundation and a Trustee of Texas A&M-Kingsville Foundation. He is a member of the Gulf Coast Conservation Association and First Methodist Church of Corpus Christi. Mr. Jones graduated from Texas Military Institute and attended Texas A&I Business School in Kingsville, Texas. Mr. Jones’ business experience and agricultural expertise qualifies him to serve on the Spirit board of directors.

As a director, Mr. Jones will receive an annual retainer fee of $16,000 (paid $4,000 per quarter) and will receive $800 for each attended meeting of the Spirit board of directors.

 

Item 8.01

Other Events

On April 2, 2019, Spirit issued a press release announcing the completion of the Merger. A copy of the press release announcing the completion of the Merger is attached to this Current Report on Form 8-K as Exhibit 99.1 and incorporated herein by reference.

 

Item 9.01.

Financial Statements and Exhibits.

(a) Financial Statements of Businesses Acquired.

The financial statements required by this item will be filed by amendment to this Current Report on Form 8-K no later than 71 days after the date on which this Current Report on Form 8-K is required to be filed.

(b) Pro Forma Financial Information.

The pro forma financial information required by this item will be filed by amendment to this Current Report on Form 8-K no later than 71 days after the date on which this Current Report on Form 8-K is required to be filed.

(d) Exhibits.

 

Exhibit
No.

  

Description

2.1    Agreement and Plan of Reorganization by and between Spirit of Texas Bancshares, Inc. and First Beeville Financial Corporation, dated as of November 27, 2018 (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed with the SEC on November 28, 2018) (schedules and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K)
99.1    Press release issued by Spirit of Texas Bancshares, Inc., dated April 2, 2019

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.

 

Date: April 2, 2019     SPIRIT OF TEXAS BANCSHARES, INC.
    By:  

/s/ Jeffrey A. Powell

    Name:   Jeffrey A. Powell
    Title:   Chief Financial Officer and Executive Vice President

Exhibit 99.1

 

LOGO    N EWS R ELEASE
   Contacts:    Dennard Lascar Investor Relations
      Ken Dennard / Natalie Hairston
          (713) 529-6600
      STXB@dennardlascar.com

SPIRIT OF TEXAS BANCSHARES, INC. COMPLETES ITS ACQUISITION OF FIRST BEEVILLE FINANCIAL CORPORATION AND THE FIRST NATIONAL BANK OF BEEVILLE

CONROE, TEXAS – April 2, 2019 – Spirit of Texas Bancshares, Inc. (NASDAQ:STXB) (“Spirit”), the holding company for Spirit of Texas Bank completed its acquisition of First Beeville Financial Corporation (“Beeville”), the holding company for The First National Bank of Beeville, on April 2, 2019. This is Spirit’s ninth acquisition in its ten-year history and its second since becoming a public company in May 2018. Spirit of Texas Bank now has 29 locations in the Houston, Dallas/Fort Worth, Bryan/College Station, San Antonio-New Braunfels and Corpus Christi metropolitan areas, along with offices in North Central Texas.

“We are excited to officially welcome the shareholders, customers and dedicated employees of Beeville to the Spirit family,” said Dean O. Bass, Spirit’s Chairman and Chief Executive Officer. “Completion of the acquisition of Beeville is an important part of our growth strategy. With the addition of three branch locations and three loan production offices in the South Texas market, we are well positioned to serve our customers even better than before. Together, we are stronger and we remain focused on investing in the communities where we live and work while creating long-term value for our shareholders. We are changing the Texas banking landscape one partner and one location at a time.”

Under the terms of the definitive agreement, Spirit issued 1,579,268 shares of common stock and paid an aggregate of $32,375,000 in cash to Beeville’s shareholders. Beeville shareholders now own approximately 11.5% of Spirit’s common stock, with Spirit shareholders owning the remaining 88.5%.

Allen C. (“Dick”) Jones, IV will join the board of directors of Spirit. “With his proven business and philanthropic leadership in the South Texas region, we are very pleased to welcome Dick to Spirit’s board,” said Mr. Bass. “Additionally, we are pleased to announce that Brannon Brooke and George G. Latcham have been appointed to the Spirit of Texas Bank board of directors.”

Brian K. Schneider, Chairman and President of Beeville, will serve as Regional President—South Texas Region of Spirit of Texas Bank and Kent Fry, Chief Lending Officer of Beeville, will serve as Chief Lending Officer—South Texas Region of Spirit of Texas Bank. “Brian brings the experience and leadership necessary to develop our presence in this region, and we are excited to have him as a part of our management team,” Mr. Bass added. “We are also excited to have Kent oversee our lending activities in the South Texas market. We expect to benefit greatly from both Brian’s and Kent’s vast banking and financial services experience as we work together to create value for our shareholders in both the near and long-term.”

As of December 31, 2018, Spirit reported, on a consolidated basis, total assets of $1.5 billion, total deposits of $1.2 billion and total shareholders’ equity of $199 million and Beeville, on a consolidated basis, reported total assets of $435 million, total deposits of $395 million and total shareholders’ equity of $38 million. Based on financial information as of December 31, 2018, on a pro forma basis, the combined company will have total assets of over $1.9 billion.

About Spirit of Texas Bancshares, Inc.

Spirit, through its wholly-owned subsidiary, Spirit of Texas Bank provides a wide range of relationship-driven commercial banking products and services tailored to meet the needs of businesses, professionals and individuals. Spirit operates in the Houston, Dallas/Fort Worth and Bryan/College Station and San Antonio-New Braunfels metropolitan areas and North Central Texas. More information is available at www.sotb.com .

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements anticipated in such statements. Forward-looking statements speak only as of the date they are made and, except as required by law, we do not assume any duty to update forward-looking statements. Such forward-looking statements include, but are not limited to, statements concerning such things as our plans, objectives, strategies, expectations and intentions and other statements that are not statements of historical fact, and may be identified by words such as “anticipates,” “believes,” “could,” “estimates,” “expects,” “forecasts,” “goal,” “intends,” “may,” “might,” “plan,” “probable,” “projects,” “seeks,” “should,” “target,” “view” or “would” or the negative of these words and phrases or similar words or phrases. Factors that could cause our actual results to differ materially from those described in the forward-looking statements include, among others: (i) the possibility that any of the anticipated benefits of the proposed transaction will not be realized or will not be realized within the expected time period; (ii) the risk that integration of the operations of The First National Bank of Beeville will be materially delayed or will be more costly or difficult than expected; (iii) the effect of the announcement of the transaction on customer relationships and operating results; and (iv) the possibility that the transaction may be more expensive to complete than anticipated, including as a result of unexpected factors or events. For a discussion of additional factors that could cause our actual results to differ materially from those described in the forward-looking statements, please see the risk factors discussed in our most recent Annual Report on Form 10-K and other reports that are filed with the Securities and Exchange Commission. All forward-looking statements are qualified in their entirety by this cautionary statement.

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