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Section 1: 8-K (FORM 8-K)

 

 

 

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):  May 25, 2018

 

Ameris Bancorp
(Exact Name of Registrant as Specified in Charter)

 

Georgia  001-13901  58-1456434
(State or Other  (Commission File Number)  (IRS Employer
Jurisdiction of     Identification No.)
Incorporation)      

 

310 First Street, S.E., Moultrie, Georgia  31768
(Address of Principal Executive Offices)  (Zip Code)

 

Registrant’s telephone number, including area code:  (229) 890-1111

 

 
(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 (see General Instruction A.2. below):

 

¨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 2.01 Completion of Acquisition or Disposition of Assets.

 

On May 25, 2018, Ameris Bancorp (the “Company”) completed its previously announced merger with Atlantic Coast Financial Corporation (“Atlantic”), pursuant to an Agreement and Plan of Merger dated as of November 16, 2017 between the Company and Atlantic (the “Merger Agreement”). In connection with closing, Atlantic merged with and into the Company, with the Company as the surviving corporation (the “Merger”). Pursuant to the Merger Agreement, each share of the common stock of Atlantic issued and outstanding immediately prior to the closing of the Merger, including restricted shares, all of which immediately vested in full upon consummation of the Merger, was automatically converted into the right to receive $1.39 in cash and 0.17 shares of the common stock of the Company. Each outstanding share of the Company’s common stock remained outstanding and was unaffected by the Merger. Immediately following the Merger, Atlantic Coast Bank, a Florida banking corporation and formerly a wholly owned subsidiary of Atlantic, merged with and into Ameris Bank, a Georgia banking corporation and wholly owned subsidiary of the Company, with Ameris Bank surviving such merger.

 

As a result of the closing of the Merger, the Company will pay approximately $21.6 million to the former stockholders of Atlantic and issue to such stockholders approximately 2.64 million shares of its common stock, which shares had an aggregate value of approximately $148.5 million based on the closing price of the Company’s common stock on May 25, 2018.

 

The Merger does not constitute a business acquisition at the significance level that would require the filing of financial statements as contemplated by Rule 3-05 of Regulation S-X.

 

The description contained herein of the Merger Agreement is qualified in its entirety by reference to the terms of such document, which is attached hereto as Exhibit 2.1 and incorporated herein by reference.

 

Item 8.01 Other Events.

 

On May 29, 2018, the Company issued a press release announcing the closing of the Merger. A copy of that press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

 

Item 9.01 Financial Statements and Exhibits.

 

(d)  Exhibits.   
       
   2.1  Agreement and Plan of Merger dated as of November 16, 2017 by and between Ameris Bancorp and Atlantic Coast Financial Corporation (incorporated by reference to Exhibit 2.1 to Ameris Bancorp’s Current Report on Form 8-K filed with the SEC on November 17, 2017).
   99.1  Press Release dated May 29, 2018.

 

 

 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

 

  AMERIS BANCORP
      
      
  By:  /s/ Nicole S. Stokes
     Nicole S. Stokes
     Executive Vice President and Chief Financial Officer

 

Date: May 29, 2018

 

 

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Section 2: EX-99.1 (EXHIBIT 99.1)

Exhibit 99.1

 

 

News Release

 

For more information, contact:

Nicole S. Stokes

Executive Vice President and CFO

(229) 890-1111

 

Ameris Bancorp Completes Acquisition

of Atlantic Coast Financial Corporation

 

MOULTRIE, Ga., May 29, 2018 - Ameris Bancorp (Nasdaq: ABCB) (the “Company”) announced today that it completed the acquisition of Atlantic Coast Financial Corporation (“ACFC”) as of May 25, 2018. Immediately following the acquisition, ACFC’s banking subsidiary, Atlantic Coast Bank, was merged with and into the Company’s banking subsidiary, Ameris Bank, with Ameris Bank the surviving bank in the merger. Atlantic Coast Bank previously operated twelve banking locations, eight of which are located in Jacksonville, Florida, with the remaining four located in Southeast Georgia.

 

Under the terms of the merger agreement between ACFC and the Company, ACFC’s stockholders are entitled to receive for each share of ACFC common stock outstanding $1.39 in cash and 0.17 shares of the common stock of the Company. Cash will be paid in lieu of fractional shares of the Company’s common stock.

 

About Ameris Bancorp

 

Ameris Bancorp is a bank holding company headquartered in Moultrie, Georgia. The Company’s banking subsidiary, Ameris Bank, had 97 locations in Georgia, Alabama, northern Florida and South Carolina at the end of the most recent quarter.

 

 

 

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