ORIGIN BANCORP, INC. : Completion of acquisition or disposal of assets, creation of direct financial obligation or obligation under an off-balance sheet arrangement of a registrant, other events, financial statements and exhibits (Form 8 -K)

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ARTICLE 2.01 Completion of Acquisition or Disposal of Assets


Effective as of August 1, 2022, Origin Bancorp, Inc. (the "Company"), a
Louisiana corporation and the registered bank holding company of Origin Bank,
completed its previously announced acquisition of BT Holdings, Inc. ("BTH"), a
Texas corporation and the registered bank holding company of BTH Bank, N.A ("BTH
Bank").

The acquisition was completed pursuant to the previously announced Agreement and
Plan of Merger, dated February 23, 2022, by and between the Company and BTH (the
"Merger Agreement"). In accordance with the terms of the Merger Agreement, at
the effective time, BTH was merged with and into the Company, with the Company
surviving the merger (the "Merger") and BTH Bank becoming a wholly owned
subsidiary of the Company.

Pursuant to the terms of the Merger Agreement, the Company will issue up to
6,828,390 shares of its common stock to the shareholders of BTH as consideration
for the exchange of their shares of BTH common stock, less any shares withheld
from dissenting shareholders. In addition, upon consummation of the Merger all
outstanding options to purchase BTH common stock were converted into options to
purchase an aggregate of 611,676 shares of Origin common stock.

The foregoing description of the Merger Agreement does not purport to be
complete and is qualified in its entirety by reference to the Merger Agreement,
which was filed as Exhibit 2.1 to the Company's Current Report on Form 8-K filed
on February 24, 2022 and is incorporated herein by reference.


ITEM 2.03           Creation of a Direct Financial Obligation or an 

Obligation under a

                    Off-Balance Sheet Arrangement of a Registrant


In connection with the Merger, on August 1, 2022, the Company assumed BTH's
obligations with respect to $7.2 million in aggregate principal amount of
Fixed/Floating Rate Junior Subordinated Debt Securities due 2037 issued to a
subsidiary trust of BTH (the "Trust Preferred Securities") under an indenture.
The Trust Preferred Securities bear interest at 3-month LIBOR plus 164 basis
points, payable quarterly in arrears, and are redeemable at the option of the
Company on any interest payment date, subject to regulatory approval.

In connection with the Merger, on August 1, 2022, the Company also assumed BTH's
obligations with respect to certain subordinated promissory notes having an
aggregate outstanding principal balance of $37.7 million as described further
below (the "Subordinated Notes"). The Subordinated Notes are intended to qualify
for Tier 2 capital treatment and are substantively identical in terms and
conditions, including priority, except for the maturity dates and interest rates
payable on the Subordinated Notes. After the five-year anniversary of issuance,
the Company can be redeem the Subordinated Notes in part or in full at the
Company's discretion and, if applicable, subject to receipt of any required
regulatory approvals. The Subordinated Notes are unsecured and rank senior to
the Company's common stock, any preferred stock that may be issued, and the
Trust Preferred Securities.


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                                                                                                         Outstanding
Debt Security                                    Issue Year                Interest Rate                 Amount ($M)
Floating Rate Subordinated Promissory Notes         2015                   Prime + 175bps             $          5.5
due 2025                                                                    Min: 3.875%
                                                                            Max: 6.375%
Floating Rate Subordinated Promissory Notes         2016                   Prime + 125bps                        3.0
due 2023                                                                    Min: 3.875%
                                                                            Max: 6.375%
Floating Rate Subordinated Promissory Notes         2016                   Prime + 175bps                        6.8
due 2026                                                                    Min: 3.875%
                                                                            Max: 6.375%
Floating Rate Subordinated Promissory Notes         2017                   Prime + 125bps                       11.1
due 2024                                                                    Min: 3.875%
                                                                            Max: 6.375%
Floating Rate Subordinated Promissory Notes         2017                   Prime + 175bps                        5.2
due 2027                                                                    Min: 3.875%
                                                                            Max: 6.375%
Floating Rate Subordinated Promissory Notes         2018                   Prime + 50bps                         3.2
due 2025                                                                    Min: 3.875%
                                                                            Max: 6.125%
Floating Rate Subordinated Promissory Notes         2018                   Prime + 75bps                         1.9
due 2028                                                                    Min: 3.875%
                                                                            Max: 6.125%
Fixed to Floating Rate Subordinated Promissory      2021               Through 5/15/26: 4.00%                    1.0
Note due 2031                                                         After 5/15/26 - Prime +
                                                                               75bps
                                                                            Min: 3.875%
                                                                            Max: 6.125%
                                                                       TOTAL SUBORDINATED NOTES       $         37.7


The supplemental indenture pursuant to which the Company assumed the Trust
Preferred Securities, as well as the original indenture pursuant to which the
Trust Preferred Securities were issued, and the original purchase agreement
pursuant to which the Subordinated Notes were issued have not been filed
herewith pursuant to Item 601(b)(4)(v) of Regulation S-K under the Securities
Act. The Company agrees to furnish a copy of such indentures and purchase
agreements to the Commission on request.

                    Departure of Directors or Certain Officers; Election of 

administrators;

ITEM 5.02           Appointment of Certain Officers; Compensatory 

Arrangements of some

                    Officers


The Merger Agreement provided that the board of directors of the Company (the
"Board") following the consummation of the Merger would be increased by two (2)
positions, which would be filled by appointees designated by BTH and reasonably
acceptable to Origin. As previously disclosed, BTH designated its President and
Chief Executive Officer, Lori Sirman, and Executive Vice President, Jay Dyer, as
its appointees. The appointments became effective at the time of the Merger. Ms.
Sirman and Mr. Dyer were also appointed to the board of directors of Origin Bank
at the time of the Merger. Neither director has been appointed to any Board
committees at this time.

Each of Ms. Sirman and Mr. Dyer previously entered into an Employment Agreement
with BTH, each of which has been assumed by the Company and Origin Bank with
amendments.

Each Employment Agreement, as amended, provides that the executive shall be
employed as an Executive Vice President of Origin Bank for a period of two years
following consummation of the Merger, with automatically renewing one-year terms
after that time. Ms. Sirman's base annual salary will be $500,000 and Mr. Dyer's
base annual salary will be $400,000. Each will be eligible for incentive
compensation and other benefits consistent with similarly-situated officers of
Origin Bank. The Employment Agreements, as amended, contain certain restrictive
covenants and provides for a lump sum change in control payment equal to the
executive's base salary if such executive is terminated within a year of a
change of control, subject to certain exceptions.



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ARTICLE 8.01 Other Events

On August 1, 2022the Company has issued the press release attached as Exhibit 99.1 and incorporated herein by reference announcing the completion of its acquisition of BTH.

ARTICLE 9.01 Financial statements and supporting documents

(a) Financial statements of acquired businesses.

The financial statements required under this Section 9.01(a) in connection with the Merger shall be filed by amendment to this current report on Form 8-K no later than 71 calendar days after the date on which such current report is required to be filed. .

(b) Pro forma financial information.

  The pro forma financial information required pursuant to this Item 9.01(b) in
relation to the merger will be filed by amendment to this Current Report on Form
8-K no later than 71 calendar days after the date by which this Current Report
is required to be filed.

(d)                   Exhibits
Exhibit 99.1            Press release dated August 1, 2022
                      Cover Page Interactive Data File (embedded within the Inline XBRL
Exhibit 104           document)


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