GRANDSOUTH BANCORPORATION Item 1.01 Entry into a Material Definitive Agreement.
Agreement and Plan of Merger and Reorganization
On
The aggregate merger consideration has a total current value of approximately
Subject to the terms and conditions of the Merger Agreement, the Registrant's shareholders, including the holders of both the common stock and preferred stock (on an as-converted basis of one-for-one, which shall convert automatically at the effective time of the Merger) (collectively, "GSB Stock"), will receive 0.91 shares of FBNC common stock for each share of GSB Stock. The parties anticipate closing the Merger during the fourth quarter of 2022 or the first quarter of 2023.
The Merger Agreement has been unanimously approved by the boards of directors of each of the Registrant and FBNC. The closing of the Merger is subject to the required approval of the holders of GSB Stock, requisite regulatory approvals, the effectiveness of a registration statement to be filed by FBNC with respect to the FBNC common stock to be issued in the Merger, and other customary closing conditions.
The Merger Agreement provides that at the closing of the Merger, FBNC will
appoint two members of the Registrant's board of directors to the boards of
directors of
The Merger Agreement may be terminated in certain circumstances, including: (i)
by mutual written agreement of the parties; (ii) by either party in the event of
a breach by the other party of any representation, warranty, covenant, or other
agreement contained in the Merger Agreement which has not been cured within
thirty days and where such breach is reasonably likely to permit such party to
refuse to consummate the Merger; (iii) by either party in the event that any
consent of any required regulatory authority is denied by final action, any
regulatory authority whose approval is required has requested or directed either
of the parties to withdraw its application for approval of the Merger, or any
law or order prohibiting the Merger shall become final and nonappealable; (iv)
by either party if the requisite approval of the holders of GSB Stock is not
obtained; (v) by either party in the event that the Merger is not consummated by
Pursuant to the Merger Agreement, as of the effective time of the Merger, each outstanding Registrant stock option will convert into an option to acquire FBNC common stock adjusted based on the 0.91 exchange ratio.
The foregoing summary of the Merger Agreement is qualified in its entirety by
reference to the complete text of such document, which is filed as Exhibit 2.1
to this Current Report on Form 8-K and which is incorporated herein by
reference. The related press release is filed as Exhibit 99.1 to this Current
Report on Form 8-K and is incorporated herein by reference. The representations,
warranties and covenants of each party set forth in the Merger Agreement have
been made only for purposes of, and were and are solely for the benefit of the
parties to, the Merger Agreement, may be subject to limitations agreed upon by
the contracting parties, including being qualified by confidential disclosure
memoranda made for the purposes of allocating contractual risk between the
parties to the Merger Agreement instead of establishing these matters as facts,
and may be subject to standards of materiality applicable to the contracting
parties that differ from those applicable to investors. Accordingly, the
representations and warranties may not describe the actual state of affairs at
the date they were made or at any other time, and investors should not rely on
them as statements of fact. In addition, such representations and warranties (i)
will not survive consummation of the Merger, unless otherwise specified therein,
and (ii) were made only as of the date of the Merger Agreement or such other
date as is specified in the Merger Agreement. Moreover, information concerning
the subject matter of the representations and warranties may change after the
date of the Merger Agreement, which subsequent information may or may not be
fully reflected in the parties' public disclosures. Accordingly, the Merger
Agreement is included with this filing only to provide investors with
information regarding the terms of the Merger Agreement, and not to provide
investors with any other factual information regarding the Registrant or FBNC,
their respective affiliates or their respective businesses. The Merger Agreement
should not be read alone, but should instead be read in conjunction with the
other information regarding the Registrant, FBNC, their respective affiliates or
their respective businesses, the Merger Agreement and the Merger that will be
contained in, or incorporated by reference into, the registration statement on
Form S-4 that will include a proxy statement of the Registrant and a prospectus
of FBNC, as well as in the Forms 10-K, Forms 10-Q, Forms 8-K and other filings
that each of the Registrant and FBNC make with the
Support Agreements
In connection with entering into the Merger Agreement, each of the directors and certain executive officers of the Registrant have entered into a support agreement (collectively, the "Support Agreements"). The Support Agreements generally require that the shareholder party thereto vote all of his or her shares of GSB Stock in favor of the Merger and against alternative transactions and generally prohibit such shareholder from transferring his or her shares of GSB Stock prior to the consummation of the Merger. The Support Agreements will terminate upon the earlier of the consummation of the Merger, an adverse recommendation change (as defined in the Merger Agreement), and the termination of the Agreement in accordance with its terms.
The foregoing summary of the Support Agreement is qualified in its entirety by reference to the complete text of such document, which is included as Exhibit B to the Merger Agreement, filed as Exhibit 2.1 to this Current Report on Form 8-K and which is incorporated herein by reference.
Item 8.01 Other Events.
On
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. The following exhibit index lists the exhibits that are
furnished with this Current Report on Form 8-K:
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