ARTICLE 2.01 Completion of Acquisition or Disposal of Assets
Effective as of
August 1, 2022, Origin Bancorp, Inc.(the "Company"), a Louisianacorporation and the registered bank holding company of Origin Bank, completed its previously announced acquisition of BT Holdings, Inc.("BTH"), a Texascorporation 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 Bankbecoming 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, 2022and 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 millionin aggregate principal amount of Fixed/Floating Rate Junior Subordinated Debt Securitiesdue 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 $37.7 millionas described further below (the "Subordinated Notes"). The Subordinated Notes are intended to qualify for Tier 2 capital treatment and are substantively identical in terms and conditions, including priority, except for the maturity dates and interest rates payable on the Subordinated Notes. After the five-year anniversary of issuance, the Company can be redeem the Subordinated Notes in part or in full at the Company's discretion and, if applicable, subject to receipt of any required regulatory approvals. The Subordinated Notes are unsecured and rank senior to the Company's common stock, any preferred stock that may be issued, and the Trust Preferred Securities. -------------------------------------------------------------------------------- Outstanding Debt Security Issue Year Interest Rate Amount ($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
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. Sirmanand Mr. Dyerwere also appointed to the board of directors of Origin Bankat the time of the Merger. Neither director has been appointed to any Board committees at this time. Each of Ms. Sirmanand Mr. Dyerpreviously entered into an Employment Agreement with BTH, each of which has been assumed by the Company and Origin Bankwith amendments. Each Employment Agreement, as amended, provides that the executive shall be employed as an Executive Vice President of Origin Bankfor a period of two years following consummation of the Merger, with automatically renewing one-year terms after that time. Ms. Sirman'sbase annual salary will be $500,000and Mr. Dyer'sbase 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. --------------------------------------------------------------------------------
ARTICLE 8.01 Other Events
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, 2022Cover Page Interactive Data File (embedded within the Inline XBRL Exhibit 104 document)
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